UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2025

_______________________________

FREIGHTCAR AMERICA, INC.

(Exact name of registrant as specified in its charter)

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Delaware	000-51237	25-1837219
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

125 S. Wacker Drive, Suite 1500

Chicago, Illinois 60606

(Address of Principal Executive Offices) (Zip Code)

(800) 458-2235

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RAIL	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 14, 2025, FreightCar America, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The results for each proposal submitted to a stockholder vote at the Annual Meeting are set forth below. Each of these proposals is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2025 (the “2025 Proxy Statement”).

Proposal 1 – Election of Directors

Stockholders elected the following Class II directors, each to serve for a three-year term, by the following count:


NAME	FOR	WITHHELD	BROKER NON-VOTES
Jesús Salvador Gil Benavides	11,304,384	878,956	3,480,529
Rodger L. Boehm	11,707,660	475,680	3,480,529

Proposal 2 – Advisory Vote to Approve Executive Compensation

Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2025 Proxy Statement, by the following count:

      
FOR

     AGAINST

     ABSTAIN

     BROKER NON-VOTES

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2025, by the following count:

      
FOR

     AGAINST

     ABSTAIN

     BROKER NON-VOTES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FREIGHTCAR AMERICA, INC.


May 19, 2025	By:	/s/ Celia R. Perez
	Name: Title:	Celia R. Perez Vice President, General Counsel & Corporate Secretary

FreightCar America, Inc. 8-K