Current Report Filing (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 12, 2020

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 12, 2020, Wabash National Corporation (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”) at which three proposals were submitted to the Company’s stockholders. As of March 13, 2020, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 52,846,930 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 49,194,986 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 30, 2020. 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	45,922,044	259,378	20,340	2,993,224
John G. Boss	45,919,896	260,141	21,725	2,993,224
John E. Kunz	45,992,532	187,663	21,567	2,993,224
Larry J. Magee	44,934,186	1,246,311	21,265	2,993,224
Ann D. Murtlow	45,749,898	431,724	20,140	2,993,224
Scott K. Sorenson	44,511,786	1,668,797	21,179	2,993,224
Stuart A. Taylor II	45,832,541	343,249	25,972	2,993,224
Brent L. Yeagy	45,638,894	542,753	20,115	2,993,224

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
44,950,978	1,103,011	147,773	2,993,224

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, 2020. The votes regarding this proposal were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
48,302,633	872,911	19,442	—

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.