WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION (NYSE:WAB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Board and Management Appointments

On May9, 2017, the Board of Directors (the Board) of Westinghouse
Air Brake Technologies Corporation (the Company) appointed Albert
J. Neupaver to the position of Chairman of the Companys Board.
Mr.Neupaver served as Executive Chairman for the past three
years. Raymond T. Betler remains President and Chief Executive
Officer and a member of the Board. The Board appointed Stphane
Rambaud-Measson as Executive Vice President and Chief Operating
Officer and elected Mr.Rambaud-Measson to the Board to the class
of directors with a term expiring in 2019. Mr.Rambaud-Measson was
previously President and CEO – Transit Segment. The information
required by Item 5.02(c)(2) and (d)is incorporated by reference
herein from the Companys Annual Report on Form 10-K for the year
ended December31, 2016 and the Companys Proxy Statement for the
Annual Meeting of Stockholders dated March31, 2017. Reference is
made to the press release filed as Exhibit 99.1 to this Form 8-K,
which is incorporated by reference herein.

2011 Stock Incentive Plan

At the 2017 Annual Meeting of Stockholders (the Annual Meeting)
of the Company held on May10, 2017, the Companys stockholders
approved the amendment and restatement of the Companys 2011 Stock
Incentive Plan (the 2011 Plan), including material terms of the
performance goals under the Plan. The 2011 Plan was approved by
the Board on March22, 2017, subject to stockholder approval at
the Annual Meeting.

The purposes of the 2011 Plan are to encourage eligible employees
of the Company and its subsidiaries to increase their efforts to
make the Company and each subsidiary more successful, to provide
an additional inducement for such employees to remain with the
Company or a subsidiary, to reward such employees by providing an
opportunity to acquire shares of the Companys common stock on
favorable terms and to provide a means through which the Company
may attract able persons to enter the employ of the Company or
one of its subsidiaries. The Compensation Committee of the Board
administers the 2011 Plan. The eligible employees are those
employees of the Company or any subsidiary as selected by the
Compensation Committee.

Under the 2011 Plan, which has a ten-year term through May10,
2027, the maximum number of shares available for grants or awards
was an aggregate of 3,800,000 shares (after giving effect to the
2-for-1 stock split in the form of a stock dividend in June 2013)
plus any shares which remained available for grant under the
Companys 2000 Stock Incentive Plan as of the original date of
adoption of the 2011 Plan (also after giving effect to the
2-for-1 stock split in the form of a stock dividend in June
2013). The amendment and restatement of the 2011 Plan authorized
the issuance of an additional 1,000,000 shares of the Companys
common stock under the 2011 Plan.

The 2011 Plan provides for the grant of (i)incentive stock
options under Section422 of the Internal Revenue Code,
(ii)non-statutory stock options, (iii)stock appreciation rights,
either granted in conjunction with stock options (i.e., tandem
SARs) or not in conjunction with options (i.e., freestanding
SARs), (iv) restricted share awards, (v)restricted stock units,
(vi)performance units and (vii)other stock based awards. Although
the 2011 Plan permits the grant of incentive stock options, the
Company has not typically granted incentive stock options under
its prior equity incentive plans.

The foregoing description of the 2011 Plan is qualified in its
entirety by the full text of the 2011 Plan appearing as Annex A
to the Companys Proxy Statement for the Annual Meeting of
Stockholders dated March31, 2017, which is incorporated by
reference herein.

Item5.07. Submission of Matters to a Vote of Security
Holders.

At the Annual Meeting on May10, 2017, management proposals 1, 2,
3, 4, 5 and 6 were approved. The proposals below are described in
detail in the Companys Proxy Statement for the Annual Meeting of
Stockholders dated March31, 2017, which is incorporated by
reference herein.

The final results are as follows:

Continuing as directors, with terms expiring in 2018, are Erwan
Faiveley, Linda S. Harty, Brian P. Hehir, Michael W. D. Howell,
Nickolas W. Vande Steeg.

Continuing as directors, with terms expiring in 2019, are Robert
J. Brooks, William E. Kassling, Albert J. Neupaver and Stphane
Rambaud-Measson, who was elected to this class of directors on
May9, 2017.

4. The approval of the amendment and restatement of the 2011
Stock Incentive Plan, including material terms of the performance
goals under the Plan:

5. The approval of the amendment and restatement of the 1995
Non-Employee Directors Fee and Stock Option Plan:

Item8.01. Other Events.

Dividend Increase

On May9, 2017, the Board of Directors also increased the Companys
regular quarterly dividend to 12 cents per share of common stock
from 10 cents per share of common stock. The new dividend rate
will be payable initially on August28, 2017 to stockholders of
record as of August14, 2017. Reference is made to the press
release filed as Exhibit 99.1 to this Form 8-K which is
incorporated by reference herein.

Amended and Restated Director Plan

Also at the Annual Meeting held on May10, 2017, the Companys
stockholders approved the amendment and restatement of the 1995
Non-Employee Directors Fee and Stock Option Plan (the Amended and
Restated Director Plan). The Amended and Restated Director Plan
was approved by the Board of March22, 2017, subject to
stockholder approval at the Annual Meeting.

The purposes of the Amended and Restated Director Plan are to:
provide each non-employee director compensation (referred to as
director fees) for future services to be performed as a member of
the Board; promote the long-term success of the Company by
creating a long-term mutuality of interests between the
non-employee directors and the stockholders of the Company;
provide an additional motivation for non-employee directors and
improve their retention; and provide a way to attract able
persons as directors of the Company.

Only non-employee directors are eligible to participate in the
Amended and Restated Director Plan. The plan provides for
director fees in the form of stock awards and nonqualified stock
options. An aggregate of 1,000,000 shares of Wabtec common stock
(after giving effect to the 2-for-1 stock split in the
form of a stock dividend in June 2013) may be granted as payment
to non-employee directors for director fees and stock options
under the plan. As of December31, 2016, 135,308 shares remained
available for awards under the plan. The Amended and Restated
Director Plan provides for an additional 100,000 shares of the
Companys common stock to be available under the Amended and
Restated Director Plan. Unless earlier terminated, the term of
the Amended and Restated Director Plan will expire on May10,
2027.