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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 10, 2023
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.) |
| | | | | | | | | | | |
| 3900 McCarty Lane | | |
| 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 10, 2023, Wabash National Corporation (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) at which four proposals were submitted to the Company’s stockholders. As of March 13, 2023, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 47,789,647 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 44,149,711 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 four 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 28, 2023. The final results for each proposal are set forth below.
Proposal 1.
The Company’s stockholders elected the following nine 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 | | 40,251,522 | | 877,493 | | 4,444 | | 3,016,252 |
| John G. Boss | | 40,907,217 | | 220,971 | | 5,271 | | 3,016,252 |
| Trent J. Broberg | | 40,750,793 | | 377,786 | | 4,880 | | 3,016,252 |
| Larry J. Magee | | 39,162,504 | | 1,966,154 | | 4,801 | | 3,016,252 |
| Ann D. Murtlow | | 36,246,832 | | 4,881,248 | | 5,379 | | 3,016,252 |
| Sudhanshu Priyadarshi | | 40,994,843 | | 132,789 | | 5,827 | | 3,016,252 |
| Scott K. Sorensen | | 39,985,795 | | 1,142,187 | | 5,477 | | 3,016,252 |
| Stuart A. Taylor II | | 40,910,327 | | 217,645 | | 5,487 | | 3,016,252 |
| Brent L. Yeagy | | 40,937,670 | | 182,763 | | 13,026 | | 3,016,252 |
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 |
| 40,005,630 | | 1,074,460 | | 53,369 | | 3,016,252 |
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, 2023. The votes regarding this proposal were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | |
| 43,470,421 | | 672,950 | | 6,340 | |
Proposal 4.
The Company’s stockholders voted, on an advisory (non-binding) basis, on the frequency of future advisory votes on the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstentions | | Broker Non-Votes |
| 37,836,014 | | 11,739 | | 3,230,113 | | 55,593 | | 3,016,252 |
In accordance with the results for Proposal 4, the Company’s Board of Directors has determined that future advisory votes on the compensation of the Company’s named executive officers will be held annually. Thus, the next stockholder advisory vote on the compensation of our named executive officers will be held at the Company’s 2024 annual meeting of stockholders.
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, 2023 | By: | /s/ Michael N. Pettit |
| | | Michael N. Pettit |
| | | Senior Vice President and Chief Financial Officer |