Freightcar America Inc

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect three Class III directors — Elizabeth K. Arnold, James R. Meyer, and Nicholas J. Randall — each to serve a three-year term expiring in 2029.

2. 2

   Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory 'Say-on-Pay' vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement (Item 402 of Regulation S-K).

   More detail

   This non-binding advisory proposal asks shareholders to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management seeks this advisory approval to validate its executive pay program design and to receive shareholder feedback on pay practices; the Board and Compensation Committee will consider the outcome when making future compensation decisions. The Company states its compensation philosophy centers on aligning executive interests with stockholders through significant long-term, performance-based equity awards, and incentive plans tied to objectively determinable measures (e.g., Adjusted EBITDA, operating cash flow, backlog and safety). The filing highlights governance features intended to mitigate excessive or misaligned pay, including a clawback policy, anti-hedging restrictions, stock ownership guidelines, and prohibitions on repricing equity awards. For 2025 the Compensation Committee approved mixes of time-based restricted shares and options, calibrated annual incentive weightings by role, and measured payouts (e.g., CEO and CFO funded at ~83.3% of target). The Board’s recommendation emphasizes retention and motivation of key executives, cost containment, and linking pay to corporate performance and long-term value creation. Because this is an advisory vote, it does not bind the Board, but a negative outcome would prompt the Board and Compensation Committee to reassess program elements and engage with shareholders. In evaluating the proposal, an investor should weigh the Company’s small reporting company status (which limits some disclosures), the specific performance results and payouts in 2025, change-in-control and severance arrangements that could affect incentives, and the company’s stated safeguards against excessive risk-taking.

3. 3

   Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

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When is the Freightcar America Inc 2026 annual meeting?

Freightcar America Inc (RAIL) holds its 2026 annual shareholder meeting on Friday, April 10, 2026.

What is the record date for the Freightcar America Inc 2026 meeting?

The record date for the Freightcar America Inc 2026 meeting is Tuesday, February 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Freightcar America Inc's 2026 meeting?

The board is presenting 3 director nominees at the Freightcar America Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Freightcar America Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Freightcar America Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.