Wabash National Corporation filed SEC Form 8-K: Leadership Update, 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 14, 2025
(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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Wabash National Corporation 2025 Omnibus Incentive Plan
On May 14, 2025, the stockholders of Wabash National Corporation (the “Company”) approved the Wabash National Corporation 2025 Omnibus Incentive Plan (the “2025 Incentive Plan”), including the authorization of the issuance of up to 2,190,570 shares of the Company’s common stock under the 2025 Incentive Plan, at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”). A description of the 2025 Incentive Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2025 in the section entitled “Proposal 4 – Approval of the Wabash National Corporation 2025 Omnibus Incentive Plan,” which is incorporated in this report by reference. This description is qualified in its entirety by reference to the 2025 Incentive Plan filed as Exhibit 10.1 to this current report.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2025, the Company held its Annual Meeting at which four proposals were submitted to the Company’s stockholders. As of March 19, 2025, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 42,287,182 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 39,144,567 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 1, 2025. 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 | 35,947,315 | 1,014,689 | 17,868 | 2,164,695 | ||||||||||||||||||||||
| John G. Boss | 35,820,589 | 609,970 | 549,313 | 2,164,695 | ||||||||||||||||||||||
| Trent J. Broberg | 35,755,464 | 1,216,518 | 7,890 | 2,164,695 | ||||||||||||||||||||||
| Larry J. Magee | 34,631,962 | 1,806,653 | 541,257 | 2,164,695 | ||||||||||||||||||||||
| Ann D. Murtlow | 33,384,099 | 1,663,605 | 1,932,168 | 2,164,695 | ||||||||||||||||||||||
| Sudhanshu Priyadarshi | 36,413,879 | 557,695 | 8,298 | 2,164,695 | ||||||||||||||||||||||
| Scott K. Sorensen | 35,010,532 | 1,426,673 | 542,667 | 2,164,695 | ||||||||||||||||||||||
| Stuart A. Taylor II | 36,294,651 | 676,249 | 8,972 | 2,164,695 | ||||||||||||||||||||||
| Brent L. Yeagy | 35,957,278 | 1,013,555 | 9,039 | 2,164,695 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 33,329,005 | 3,044,062 | 606,805 | 2,164,695 | |||||||||||||||||
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, 2025. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||||||||
| 38,472,408 | 655,347 | 16,812 | ||||||||||||||||||
Proposal 4.
The Company’s stockholders approved the adoption of the 2025 Incentive Plan. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| 34,321,354 | 2,063,796 | 594,722 | 2,164,695 | |||||||||||||||||||||||
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). | |||||||
*Management contract or compensatory plan.
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 14, 2025 | By: | /s/ Patrick Keslin | ||||||
| Patrick Keslin | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||