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

FREIGHTCAR AMERICA, INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-51237		25-1837219
(State or other		(Commission File Number)		(IRS Employer
jurisdiction of				Identification
incorporation)				Number)

Two North Riverside Plaza, Suite 1250
Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

(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:

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

 

 

Section 5 — Corporate Governance and Management

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

The Company’s annual meeting of stockholders was held on May 12, 2010. The purpose of the meeting was to consider and vote upon proposals to (i) elect two directors who were nominated for election as Class II directors to three-year terms, and (ii) ratify the appointment of our independent registered public accounting firm for 2010. Of the 11,932,721 shares of the Company’s common stock entitled to vote at the meeting, a total of 10,255,998 shares (85.95%) were represented at the meeting in person or by proxy. The results of the vote on each proposal were as follows.

1.

To elect two directors who were nominated for election as Class II directors for three- year terms.

						Votes				Broker
		Votes For				Withheld				Non-Votes
William D. Gehl			7,593,822				938,141				1,724,035
Edward J. Whalen			8,474,883				57,080				1,724,035

2.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2010:

		Votes
Votes For		Against				Abstentions
10,175,806			76,453				3,739

SIGNATURES

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