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At FreightCar America, Inc.'s shareholder meeting held April 10, 2026, in the 2025-2026 proxy season, 74 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 262 separate fund positions. On the most widely held item on that ballot — To approve on an advisory basis, the compensation of our Named Executive Officers. — FreightCar America, Inc.'s filing reports the proposal as approved, with 98% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: FreightCar America, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on April 15, 2026.
Download data (CSV): ballot items · votes by manager · column guide.
Compiled from SEC Form N-PX filings and FreightCar America, Inc.’s Form 8-K, filed April 15, 2026 (Item 5.07 on EDGAR). Page generated November 8, 2026.
Meeting of April 10, 2026: 5 items on FreightCar America, Inc.’s Form 8-K, filed April 15, 2026: 3 elected · 2 approved.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Proxy season: 2024-2025 2025-2026
Explore FreightCar America, Inc. in the interactive database Compare manager voting policies
These tallies are FreightCar America, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 15, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Elizabeth K. Arnold | 9,624,688 | -- | -- | 2,994,299 | 2,839,618 | 76% | Elected | — |
| Elect Director: James R. Meyer | 11,762,326 | -- | -- | 856,661 | 2,839,618 | 93% | Elected | — |
| Elect Director: Nicholas J. Randall | 11,834,911 | -- | -- | 784,076 | 2,839,618 | 94% | Elected | — |
| 2. Advisory Vote to Approve Executive Compensation | 12,319,940 | 232,257 | 66,790 | -- | 2,839,618 | 98% | Approved | — |
| 3. Ratification of Appointment of Independent Registered Public Accounting Firm | 15,174,665 | 25,276 | 258,664 | -- | 0 | 99.8% | Approved | — |
Source: FreightCar America, Inc., Form 8-K, filed with the SEC on April 15, 2026 — read the filing on EDGAR.
Each item below shows how the 74 asset managers that disclosed a FreightCar America, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 2 wordings of this item as funds reported it.
76% Majority: yes · of votes cast
Description as filed by funds: To elect three Class III directors, each for a term of three years: Elizabeth K. Arnold
FreightCar America, Inc.’s own tally for this item (“Elect Director: Elizabeth K. Arnold”): 9,624,688 for, 2,994,299 withheld, per its Form 8-K filed April 15, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Proposal 1 – Election of Directors Stockholders elected the following Class III directors, each to serve for a three-year term, by the following count:”
Support: 76% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 19 asset managers below reported 977,035 for, 471,127 withheld, 3 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 556,513 | 0 | 3 | 262 | For |
| NORTHERN LIGHTS FUND TRUST II | 150,000 | 0 | 0 | 0 | For |
| Fidelity | 133,013 | 0 | 0 | 5,424 | For |
| ANCORA TRUST | 0 | 0 | 0 | 121,202 | Withhold |
| Russell Investments | 0 | 0 | 0 | 111,093 | Withhold |
| FORUM FUNDS II | 85,197 | 0 | 0 | 0 | For |
| 1290 Funds | 0 | 0 | 0 | 78,429 | Withhold |
| BRIDGEWAY FUNDS INC | 0 | 0 | 0 | 77,500 | Withhold |
| Dimensional | 0 | 0 | 0 | 56,486 | Withhold |
| WisdomTree | 25,655 | 0 | 0 | 0 | For |
| BlackRock | 22,697 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 0 | 0 | 0 | 10,368 | Withhold |
| Charles Schwab | 0 | 0 | 0 | 5,033 | Withhold |
| Equitable | 2,600 | 0 | 0 | 0 | For |
| Jackson National | 0 | 0 | 0 | 2,454 | Withhold |
| Victory Capital | 0 | 0 | 0 | 1,536 | Withhold |
| Northern Trust | 1,360 | 0 | 0 | 0 | For |
| Prudential/PGIM | 0 | 0 | 0 | 1,140 | Withhold |
| Blackstone Alternative Investment Funds | 0 | 0 | 0 | 200 | Withhold |
Combines 2 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
Description as filed by funds: To elect three Class III directors, each for a term of three years: James R. Meyer
FreightCar America, Inc.’s own tally for this item (“Elect Director: James R. Meyer”): 11,762,326 for, 856,661 withheld, per its Form 8-K filed April 15, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Proposal 1 – Election of Directors Stockholders elected the following Class III directors, each to serve for a three-year term, by the following count:”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 19 asset managers below reported 1,270,974 for, 177,190 withheld, 1 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 555,793 | 0 | 1 | 984 | For |
| NORTHERN LIGHTS FUND TRUST II | 150,000 | 0 | 0 | 0 | For |
| Fidelity | 138,437 | 0 | 0 | 0 | For |
| ANCORA TRUST | 121,202 | 0 | 0 | 0 | For |
| Russell Investments | 0 | 0 | 0 | 111,093 | Withhold |
| FORUM FUNDS II | 85,197 | 0 | 0 | 0 | For |
| 1290 Funds | 78,429 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 77,500 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 56,486 | Withhold |
| WisdomTree | 25,655 | 0 | 0 | 0 | For |
| BlackRock | 22,697 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 10,368 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 0 | 5,033 | Withhold |
| Equitable | 2,600 | 0 | 0 | 0 | For |
| Jackson National | 0 | 0 | 0 | 2,454 | Withhold |
| Victory Capital | 1,536 | 0 | 0 | 0 | For |
| Northern Trust | 1,360 | 0 | 0 | 0 | For |
| Prudential/PGIM | 0 | 0 | 0 | 1,140 | Withhold |
| Blackstone Alternative Investment Funds | 200 | 0 | 0 | 0 | For |
Combines 2 wordings of this item as funds reported it.
94% Majority: yes · of votes cast
Description as filed by funds: To elect three Class III directors, each for a term of three years: Nicholas J. Randall
FreightCar America, Inc.’s own tally for this item (“Elect Director: Nicholas J. Randall”): 11,834,911 for, 784,076 withheld, per its Form 8-K filed April 15, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: Elected, in the filing’s own words: “Proposal 1 – Election of Directors Stockholders elected the following Class III directors, each to serve for a three-year term, by the following count:”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 19 asset managers below reported 1,271,696 for, 176,468 withheld, 1 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 556,515 | 0 | 1 | 262 | For |
| NORTHERN LIGHTS FUND TRUST II | 150,000 | 0 | 0 | 0 | For |
| Fidelity | 138,437 | 0 | 0 | 0 | For |
| ANCORA TRUST | 121,202 | 0 | 0 | 0 | For |
| Russell Investments | 0 | 0 | 0 | 111,093 | Withhold |
| FORUM FUNDS II | 85,197 | 0 | 0 | 0 | For |
| 1290 Funds | 78,429 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 77,500 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 56,486 | Withhold |
| WisdomTree | 25,655 | 0 | 0 | 0 | For |
| BlackRock | 22,697 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 10,368 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 0 | 5,033 | Withhold |
| Equitable | 2,600 | 0 | 0 | 0 | For |
| Jackson National | 0 | 0 | 0 | 2,454 | Withhold |
| Victory Capital | 1,536 | 0 | 0 | 0 | For |
| Northern Trust | 1,360 | 0 | 0 | 0 | For |
| Prudential/PGIM | 0 | 0 | 0 | 1,140 | Withhold |
| Blackstone Alternative Investment Funds | 200 | 0 | 0 | 0 | For |
Combines 3 wordings of this item as funds reported it.
98% Approved · of votes cast
Description as filed by funds: To approve on an advisory basis, the compensation of our Named Executive Officers.
FreightCar America, Inc.’s own tally for this item (“2. Advisory Vote to Approve Executive Compensation”): 12,319,940 for, 232,257 against — passed, per its Form 8-K filed April 15, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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 2026 Proxy Statement, by the following count:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 556,778 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 150,000 | 0 | 0 | 0 | For |
| Fidelity | 138,437 | 0 | 0 | 0 | For |
| ANCORA TRUST | 121,202 | 0 | 0 | 0 | For |
| Russell Investments | 111,093 | 0 | 0 | 0 | For |
| FORUM FUNDS II | 85,197 | 0 | 0 | 0 | For |
| 1290 Funds | 78,429 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 77,500 | 0 | 0 | 0 | For |
| Dimensional | 56,486 | 0 | 0 | 0 | For |
| WisdomTree | 25,655 | 0 | 0 | 0 | For |
| BlackRock | 22,697 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 10,368 | 0 | 0 | 0 | For |
| Charles Schwab | 5,033 | 0 | 0 | 0 | For |
| Equitable | 2,600 | 0 | 0 | 0 | For |
| Jackson National | 2,454 | 0 | 0 | 0 | For |
| Victory Capital | 1,536 | 0 | 0 | 0 | For |
| Northern Trust | 1,360 | 0 | 0 | 0 | For |
| Prudential/PGIM | 1,140 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 200 | 0 | 0 | 0 | For |
Fund voting reports, all 19 managers: 1,448,165 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| PACIFIC INVESTMENT MANAGEMENT CO LLC | 1,547,266 | 0 | 0 | 0 | For |
| Ancora Advisors LLC | 577,455 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 348,465 | 0 | 0 | 0 | For |
| Hillsdale Investment Management Inc. | 305,744 | 0 | 0 | 0 | For |
| ACADIAN ASSET MANAGEMENT LLC | 200,481 | 4,391 | 0 | 0 | For |
| MARSHALL WACE, LLP | 164,689 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 163,821 | 0 | 0 | 0 | For |
| Russell Investments | 156,919 | 0 | 0 | 0 | For |
| Citadel | 141,660 | 0 | 0 | 0 | For |
| Renaissance | 124,283 | 0 | 0 | 0 | For |
| BlackRock | 114,735 | 0 | 0 | 0 | For |
| ESSEX INVESTMENT MANAGEMENT CO LLC | 94,059 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 93,910 | 0 | 0 | 0 | For |
| Corient Private Wealth LP | 89,847 | 0 | 0 | 0 | For |
| Vanguard | 88,602 | 0 | 0 | 0 | For |
| Diamond Hill Capital Management, LLC (Investment Advisor) | 85,197 | 0 | 0 | 0 | For |
| HighTower Advisors, LLC | 83,448 | 0 | 0 | 0 | For |
| BRIDGEWAY CAPITAL MANAGEMENT, LLC | 80,100 | 0 | 0 | 0 | For |
| STATE OF MICHIGAN RETIREMENT SYSTEM | 76,464 | 0 | 0 | 0 | For |
| DE Shaw | 68,537 | 0 | 0 | 0 | For |
| State Street | 64,958 | 0 | 0 | 0 | For |
| CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 61,194 | 0 | 0 | 0 | For |
| 683 Capital Management, LLC | 60,000 | 0 | 0 | 0 | For |
| JACOBS LEVY EQUITY MANAGEMENT, INC | 52,377 | 0 | 0 | 0 | For |
| Two Sigma | 51,916 | 0 | 0 | 0 | For |
Institutional-manager reports, all 61 managers: 5,207,214 for, 7,558 against, 12,304 abstained. Showing the 25 largest; every one is in the interactive database (link above).
99.8% Approved · of votes cast
Description as filed by funds: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2026.
FreightCar America, Inc.’s own tally for this item (“3. Ratification of Appointment of Independent Registered Public Accounting Firm”): 15,174,665 for, 25,276 against — passed, per its Form 8-K filed April 15, 2026 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “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 2026, by the following count:”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 19 asset managers below reported 1,448,165 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 556,778 | 0 | 0 | 0 | For |
| NORTHERN LIGHTS FUND TRUST II | 150,000 | 0 | 0 | 0 | For |
| Fidelity | 138,437 | 0 | 0 | 0 | For |
| ANCORA TRUST | 121,202 | 0 | 0 | 0 | For |
| Russell Investments | 111,093 | 0 | 0 | 0 | For |
| FORUM FUNDS II | 85,197 | 0 | 0 | 0 | For |
| 1290 Funds | 78,429 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 77,500 | 0 | 0 | 0 | For |
| Dimensional | 56,486 | 0 | 0 | 0 | For |
| WisdomTree | 25,655 | 0 | 0 | 0 | For |
| BlackRock | 22,697 | 0 | 0 | 0 | For |
| PACE SELECT ADVISORS TRUST | 10,368 | 0 | 0 | 0 | For |
| Charles Schwab | 5,033 | 0 | 0 | 0 | For |
| Equitable | 2,600 | 0 | 0 | 0 | For |
| Jackson National | 2,454 | 0 | 0 | 0 | For |
| Victory Capital | 1,536 | 0 | 0 | 0 | For |
| Northern Trust | 1,360 | 0 | 0 | 0 | For |
| Prudential/PGIM | 1,140 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 200 | 0 | 0 | 0 | For |
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 19,073,475 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 2.92% |
| 2 | NORTHERN LIGHTS FUND TRUST II | 0.79% |
| 3 | Fidelity | 0.73% |
| 4 | ANCORA TRUST | 0.64% |
| 5 | Russell Investments | 0.58% |
| 6 | FORUM FUNDS II | 0.45% |
| 7 | 1290 Funds | 0.41% |
| 8 | BRIDGEWAY FUNDS INC | 0.41% |
| 9 | Dimensional | 0.30% |
| 10 | WisdomTree | 0.13% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | PACIFIC INVESTMENT MANAGEMENT CO LLC | 8.11% |
| 2 | Ancora Advisors LLC | 3.03% |
| 3 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.83% |
| 4 | Hillsdale Investment Management Inc. | 1.60% |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 1.07% |
| 6 | MARSHALL WACE, LLP | 0.86% |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.86% |
| 8 | Russell Investments | 0.82% |
| 9 | Citadel | 0.74% |
| 10 | Renaissance | 0.65% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| PACIFIC INVESTMENT MANAGEMENT CO LLC | — | 13D |
| James R. Meyer | — | DEF14A |
| Jesús Salvador Gil Benavides | — | DEF14A |
| Alejandro Gil Benavides Carretera 57 KM 178, Castaños, Coahuila, O5 | — | DEF14A |
| W. Matthew Tonn | — | DEF14A |
| Vanguard Group | — | 13F |
| Nicholas J. Randall | — | DEF14A |
| Michael A. Riordan | — | DEF14A |
| Citadel Advisors | — | 13F |
| BlackRock | — | 13F |
Percentages above are of 19,073,475 shares outstanding, as reported by FreightCar America, Inc. on its Form 10-K dated March 3, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from FreightCar America, Inc.’s 10-K dated March 3, 2026. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.
FreightCar America, Inc. proxy season coverage: 2024-2025 · 2025-2026 (this page).
proxyvotesnow.com, “FreightCar America (RAIL) 2026 Annual Meeting: Vote Results”, https://proxyvotesnow.com/company/freightcar-america-inc/2026 (version of November 8, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.