Wabash National Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$WNC
Construction/Ag Equipment/Trucks
Industrials
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 22, 2024
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 22, 2024, Wabash National Corporation (the “Company”) amended the Company’s Certificate of Incorporation, as amended, to provide exculpation from personal liability for certain officers as permitted by Delaware law (the “Amendment”). The Amendment was previously approved by the Company’s Board of Directors, subject to stockholder approval, and was approved by the Company’s stockholders at the Company’s 2024 annual meeting of stockholders (the “Annual Meeting”).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 22, 2024, the Company held its Annual Meeting at which four proposals were submitted to the Company’s stockholders. As of March 25, 2024, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 45,181,516 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 42,968,905 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 April 9, 2024. 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 | 40,056,594 | 941,590 | 11,115 | 1,959,606 | ||||||||||||||||||||||
| John G. Boss | 40,728,962 | 259,174 | 21,163 | 1,959,606 | ||||||||||||||||||||||
| Trent J. Broberg | 40,024,515 | 973,275 | 11,509 | 1,959,606 | ||||||||||||||||||||||
| Larry J. Magee | 38,907,665 | 2,089,625 | 12,009 | 1,959,606 | ||||||||||||||||||||||
| Ann D. Murtlow | 35,692,025 | 5,306,365 | 10,909 | 1,959,606 | ||||||||||||||||||||||
| Sudhanshu Priyadarshi | 40,888,816 | 108,937 | 11,546 | 1,959,606 | ||||||||||||||||||||||
| Scott K. Sorensen | 40,262,450 | 733,761 | 13,088 | 1,959,606 | ||||||||||||||||||||||
| Stuart A. Taylor II | 39,029,216 | 1,967,866 | 12,217 | 1,959,606 | ||||||||||||||||||||||
| Brent L. Yeagy | 40,737,175 | 251,816 | 20,308 | 1,959,606 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 40,210,024 | 727,806 | 71,469 | 1,959,606 | |||||||||||||||||
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, 2024. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||||||||
| 42,191,032 | 762,767 | 15,106 | ||||||||||||||||||
Proposal 4.
The Company’s stockholders approved the proposed amendment to the Company's Certificate of Incorporation, as amended, to provide exculpation from personal liability for certain officers as permitted by Delaware law. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| 36,367,205 | 4,610,164 | 31,930 | 1,959,606 | |||||||||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). | |||||||
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 22, 2024 | By: | /s/ Michael N. Pettit | ||||||
| Michael N. Pettit | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||