FreightCar America (RAIL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for April 10, 2026, to be held virtually, with voting on three key proposals: election of three Class III directors, advisory approval of executive compensation, and ratification of Grant Thornton LLP as auditor for 2026.

• Proxy materials distributed via full set delivery and available online; record date for voting is February 10, 2026.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms expiring in 2029.

• Advisory vote on executive compensation (Say-on-Pay) for Named Executive Officers.

• Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year 2026.

• Procedures for shareholder nominations and proposals for the 2027 annual meeting outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of eight directors divided into three classes; majority are independent under Nasdaq and SEC rules.

• Board leadership is separated between Chairman, CEO, and Lead Independent Director.

• Board met 13 times in 2025; all directors attended at least 75% of meetings.

• Investor Rights and Warrant Acquisition Agreements grant certain shareholders and lenders board nomination rights.