DEF 14A

When:

Tuesday, May 11, 2021,

at 10:00 a.m. Eastern time

Items of Business:

3 proposals as listed

below

Date of Mailing:

The date of mailing of

this Proxy Statement or

Notice of Internet

Availability is on or

about March 29, 2021.

Who Can Vote:

Stockholders of

each share of common

stock at the close of

business on

March 12, 2021.

Attending the Meeting:

As a result of the ongoing public health and travel concerns related to coronavirus or COVID-19, we have made alternative arrangements and the 2021 Annual Meeting of Stockholders will be held in a virtual meeting (via live audio webcast) format only. You will not be able to attend the 2021 Annual Meeting of Stockholders physically. You or your proxyholder may participate, vote, and examine our stockholder list at the 2021 Annual Meeting of Stockholders by visiting www.virtualshareholder
meeting.com/WNC2021 and using your control number found on your proxy card.

DEF 14A 1 d109412ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

WABASH NATIONAL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

LOGO

Letter from the President and Chief Executive Officer

Dear Fellow Stockholders,

The year 2020 will be remembered as an unprecedented period as the business world navigated through a global health crisis, softening markets, supply chain disruptions and global economic uncertainty. We learn the most about ourselves and our organizations from the challenges we encounter, and it is through these challenges that we prove what we are capable of doing. With that in mind, I couldn’t be prouder of how the Wabash National team responded to the challenges of 2020.

In addition to overcoming obstacles brought about by the pandemic, we remained focused on our purpose of Changing How the World Reaches You^™ by executing our first to final mile strategy and maintaining our resolve to structurally realign and reorganize our business as One Wabash. Together we are creating a new environment where we are: 1) prioritizing ease of doing business for our customers; 2) creating a growing portfolio of innovative engineered solutions that span from first to final mile; and 3) designing a culture that continually seeks to improve process via the Wabash Management System to create value for our customers, employees and stockholders.

2020 was a test of our human resiliency, and it was also a test of the strength of our product portfolio and the processes we’ve embedded within our business. Our process discipline enabled the company to absorb a notable reduction in volume while minimizing the impact to operating income, resulting in strength of financial performance never before accomplished during a significantly challenging environment in the history of Wabash National. We aim to continue this improvement as we leverage our customer-centric organizational structure along with opportunities for strategic growth.

Our new organizational structure based on value streams and customer centricity is yielding early and significant wins of reducing friction for customers and is allowing us to think in new and interesting ways. Our purpose, vision and mission provide common direction throughout our organization, and the growth of a values-based culture that is also shaped by our Wabash Management System helps us act with renewed strategic purpose.

Part of our new culture and strategic purpose anchors on corporate responsibility and a commitment to environmental, social and governance (ESG) principles. Whether it’s innovating with environmental impact in mind, ensuring diversity of backgrounds and viewpoints on our board of directors, or simply standing up for what we believe is right on social issues, I believe our ESG focus sets Wabash National apart and uniquely positions us as a desirable supplier to customers who value ESG principles. We were pleased to release our first sustainability report in December 2020 as evidence of our commitment to these principles.

There is something special happening at Wabash National, and we look forward to sharing the journey with you. I am ever grateful for the hard work and dedication of our people; the strategic oversight of our board of directors; the trust and support of our customers and suppliers; and the confidence of you, our stockholders, in Wabash National and our long-term success.

Sincerely,

LOGO

Brent L. Yeagy

President and Chief Executive Officer

WABASH NATIONAL CORPORATION

1000 Sagamore Parkway South

Lafayette, Indiana 47905

Notice of Annual Meeting of Stockholders

Items of Business:

1.	To elect eight members of the Board of Directors from the nominees named in the accompanying proxy statement;

2.	To approve, on an advisory basis, the compensation of our named executive officers;

3.	To ratify the appointment of Ernst & Young LLP as Wabash National Corporation’s independent registered public accounting firm for the year ending December 31, 2021; and

To consider any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. Management is currently not aware of any other business to come before the Annual Meeting.

Each outstanding share of Wabash National Corporation (NYSE: WNC) Common Stock entitles the holder of record at the close of business on March 12, 2021 to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. Shares of our Common Stock can be voted at the Annual Meeting only if the holder is present by virtual presence online or by valid proxy. Management cordially invites you to attend the Annual Meeting by virtual presence online.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 11, 2021:

The Proxy Statement, Annual Report and the means to vote by internet are available at http://www.proxyvote.com.

By Order of the Board of Directors,

LOGO

M. Kristin Glazner

Senior Vice President and General Counsel, Corporate Secretary, Chief Human Resources Officer

March 29, 2021

Whether or not you expect to attend by virtual presence online, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares by signing, dating and returning the proxy card mailed with your notice, or by voting via the internet or by telephone, will save us the expense and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed with your proxy card. Submitting your proxy now will not prevent you from voting your shares at the meeting by virtual presence online if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today.

2021 Annual Meeting of Stockholders on May 11, 2021

Proxy Statement

Table of Contents


Proxy Statement Summary			1

Information About the Annual Meeting, Proxy Materials and Voting			13

Proposal 1 – Election of Directors			17

Information on Directors Standing for Election			17

Corporate Governance			24

Governance Guidelines & Code of Business Conduct & Ethics			24

Board Structure and its Role in Risk Oversight			24

Director Independence			24

Independent Chairman			24

Director Refreshment			24

Director Attendance			25

Board’s Role in Risk Oversight			25

Committees of the Board			26

Nominating and Corporate Governance Committee			26

Compensation Committee			27

Audit Committee			27

Related Persons Transactions Policy			28

Nomination of Director Candidates			28

Qualifications of Director Candidates			28

Director Nomination Process			29

Director Compensation			30

Compensation Discussion and Analysis			33

Compensation Highlights			33

Compensation Actions Taken in Connection With COVID-19			33

Compensation Best Practices			34

Summary of Compensation Elements			35

Our 2020 Say-on-Pay Vote			35

Compensation Objectives and Philosophy			36

Compensation Methodology and Process			37

The Role of Independent Compensation Consultant			37

Peer Group Analysis and Compensation Market Data			37

Compensation Program Elements			39

Base Salary			39

Short-Term Incentive Plan			40

Long-Term Incentive Plan			41

Perquisites			45

Retirement and Deferred Compensation Benefits			45

Severance and Change in Control Benefits			46


Executive Stock Ownership Guidelines			47

Insider Trading Policy and Anti-Hedging Rules			47

Compensation Risk Assessment			48

Compensation Committee Report

SEC Form DEF 14A filed by Wabash National Corporation