FreightCar America, Inc. (RAIL) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of FreightCar America. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. You can compete questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to James R. Meyer, Executive Chairman of FreightCar America's Board of Directors.

Good morning, and welcome to the 2024 Annual Meeting of Stockholders of FreightCar America, Inc. I'm Jim Meyer, Executive Chairman of the company's Board of Directors, and I'll act as Chair of this meeting. I, along with my fellow directors and executive officers of the company, appreciate your attendance, your interest and most importantly, your support of FreightCar America, Inc. This year's annual meeting is a virtual meeting of the stockholders. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. Before proceeding, we would like to take the time to thank our employees for their dedication to safety and operational excellence while continuing to execute and perform for our customers. In order to ensure the orderly conduct of the business of this meeting, we have adopted the order of business set forth in the agenda and established rules of order for this meeting. A copy of the agenda and the rules of order can be found on the website you logged into to access this meeting. We ask that in fairness to all shareholders attending this meeting, you honor the agenda and the rules of order as directed by me as the Chair of the meeting. During this meeting, questions from stockholders should pertain to the proposals being considered at that particular time. If you have a question related to one of the proposals, please submit your question on the portal and as outlined in the rules of order. These questions will be viewed by management and addressed in accordance with the rules of order. After voting on the proposals being considered at this meeting is concluded, this meeting will then be adjourned. We'll now proceed. I'm pleased to introduce the other members of our Board of Directors who are with us today: Nicholas J. Randall, William D. Gehl, Elizabeth K. Arnold, Malcolm F. Moore, Rodger L. Boehm, Jesus S. Gil, Jose De Nigris Felan and Travis D. Kelly. Celia Perez, the General Counsel and Corporate Secretary of the company will act as Secretary of this meeting. In addition, the Board has appointed Computershare Inc. to serve as the inspector of the election for this meeting. I confirm that a representative of Computershare, Inc. has submitted his or her oath of office with the Secretary of the meeting for inclusion in the minutes of this meeting. Celia, would you please give us the Secretary's report?

Mr. Chairman, the annual report, the proxy statement and the proxy card were mailed on or about April 4, 2024, to stockholders of record as of March 20, 2024, the record date for this meeting. Affidavits to that effect will be part of a record of this meeting. A list of our holders of record of common stock of the company at the close of business on March 20, 2024, is available on the website you logged into to access this meeting. This list has been open for examination of the company for the purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is also available for inspection during this meeting by any stockholder on the website used to access this meeting. I will file a copy of the list of stockholders with the records of the company. Proxies representing 13,189,678 shares of common stock were received prior to the meeting. These shares amount to 71.9% of the shares entitled to vote and constitute a quorum.

Thank you, Celia. Four items of business are under consideration today: Election of 3 Class I directors and 1 Class III director; and advisory vote on executive compensation; ratification of appointment of independent registered public accounting firm; and approval of increase in shares authorized under the FreightCar America, Inc. 2022 long-term incentive plan. It is now 10:07 Central Time on May 14, 2024, and the polls are open for voting. All FreightCar America, Inc. stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again unless you wish to change your vote. After voting has been completed on all matters on the agenda, we will close the polls, and the Secretary will provide her preliminary report. The first item of business is the election of 3 Class I and 1 Class III director. Nominations are now in order for the 3 Class I and 1 Class III director. Information concerning the nominees' principal occupations, service as a FreightCar Board member, skills and qualifications and other matters which may be of interest are contained in the proxy statement. No other nominations were received prior to the deadline established by the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed.

Mr. Chairman, I propose a motion for the nomination of Malcolm F. Moore, Jose De Nigris Felan and Travis D. Kelly, whose current terms are expiring today as Class I directors for a term expiring at the 2027 Annual Meeting. And Nicholas J. Randall, whose current term expires today as a Class III director for a term expiring at the 2026 Annual Meeting.

May I have a second for the motion?

Mr. Chairman, I second the motion.

Are there any questions from shareholders on this proposal?

Mr. Chairman, there are no questions.

The second item of business is an advisory vote on the compensation of our named executive officers. This proposal is advisory. Although nonbinding, the vote will provide information to our Compensation Committee and our Board regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee and Board will be able to consider when making future executive compensation decisions. I propose a motion for the approval on an advisory basis of the compensation of our named executive officers. May I have a second for this motion?

Mr. Chairman, I second the motion.

Are there any questions from shareholders on this proposal?

Mr. Chairman, there are no questions.

The third item of business to be considered is the ratification of the appointment by our Audit Committee of Grant Thornton LLP as our independent registered public accounting firm for 2024. I propose a motion for this ratification. May I have a second on this motion?

Mr. Chairman, I second the motion.

Are there any questions from shareholders on this proposal?

Mr. Chairman, there are no questions.

The fourth item of business to be considered is the approval of an increase in the number of shares authorized for issuance under the FreightCar America, Inc. 2022 long-term incentive plan. I propose a motion for this approval. May I have a second on the motion?

Mr. Chairman, I second the motion.

Are there any questions from shareholders on this proposal?

Mr. Chairman, there are no questions.

This concludes the discussion of the proposals to be voted on today. The polls are about to close. So if you have not yet voted, please do so. [Voting]

Thank you. Since everyone has had the opportunity to vote, it is 10:11 Central Time on May 14, 2024, and the polls are now closed. Let's take a minute to confirm the preliminary results of the voting. Celia, do you have the preliminary results?

Thank you, Mr. Chairman. The 3 Class I director nominees and the 1 Class III director have received a plurality of the votes cast. The approval on an advisory basis of the compensation of our named executive officers; the ratification of the appointment of our independent registered public accounting firm; and the approval of an increase in the authorized shares under the FreightCar America, Inc. 2022 Long-Term Incentive Plan have each received a majority of the votes cast. Therefore, Malcolm F. Moore, Jose De Nigris Felan and Travis D. Kelly have been elected as Class I directors, and Nicholas J. Randall has been elected as a Class III director. The compensation of our named executive officers has been approved on an advisory basis. The appointment of Grant Thornton LLP as the company's independent registered public accounting firm has been ratified and the increase in the authorized shares under the FreightCar America, Inc. 2022 long-term incentive plan has been approved. Final results from this meeting will be made available in our Form 8-K to be filed with the Securities and Exchange Commission 4 business days of this meeting.

Thank you, Celia. And thanks to all of the shareholders for being here with us virtually and voting today as well as those who submitted their proxies before the meeting. Additionally, I would like to express our sincere gratitude to all members of the FreightCar family and for their continued service and commitment to FreightCar America. This concludes our 2024 Annual Meeting of Stockholders. The meeting is adjourned. Thank you all for your attendance this morning.

This concludes the meeting. You may now disconnect.