8-K

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

Date of Report (Date of earliest event reported) May 11, 2021

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware	001-10883	52-1375208
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

1000 Sagamore Parkway South
Lafayette	Indiana	47905
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (765) 771-5310

Not applicable

(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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	WNC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On May 11, 2021, Wabash National Corporation (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) at which three proposals were submitted to the Company’s stockholders. As of March 12, 2021, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 51,882,958 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 49,141,117 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The three proposals considered at the Annual Meeting are described in detail in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 29, 2021. The final results for each proposal are set forth below.

Proposal 1.

The Company’s stockholders elected the following eight persons to the Company’s Board of Directors to hold office for a term of one year or until their respective successors are elected and qualified or until their earlier death, resignation or removal. The votes regarding this proposal were as follows:

	Votes For	Votes Against	Abstentions	Broker Non-Votes
Therese M. Bassett	45,234,553	539,548	8,493	3,358,523
John G. Boss	45,246,329	527,720	8,545	3,358,523
John E. Kunz	45,410,925	363,131	8,538	3,358,523
Larry J. Magee	44,683,746	1,089,904	8,944	3,358,523
Ann D. Murtlow	45,031,499	742,743	8,352	3,358,523
Scott K. Sorensen	44,599,252	1,174,806	8,536	3,358,523
Stuart A. Taylor II	42,433,075	3,340,638	8,881	3,358,523
Brent L. Yeagy	45,275,756	500,745	6,093	3,358,523

Proposal 2.

The Company’s stockholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
44,724,505	980,520	77,569	3,358,523

Proposal 3.

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The votes regarding this proposal were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
48,574,549	553,258	13,310	—

SIGNATURE

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

	WABASH NATIONAL CORPORATION
Date: May 12, 2021	By:	/s/ Michael N. Pettit
		Michael N. Pettit
		Senior Vice President and Chief Financial Officer

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Cover Page Cover Page	May 11, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 11, 2021
Entity Registrant Name	WABASH NATIONAL CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-10883
Entity Tax Identification Number	52-1375208
Entity Address, Address Line One	1000 Sagamore Parkway South
Entity Address, City or Town	Lafayette
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47905
City Area Code	765
Local Phone Number	771-5310
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	WNC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000879526