Wabash National Corporation (NYSE:WNC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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 2017 Omnibus Incentive
Plan
On May18, 2017, the stockholders of Wabash National Corporation
(the Company) approved the Wabash National Corporation 2017
Omnibus Incentive Plan (the 2017 Incentive Plan) at the Companys
2017 Annual Meeting of Stockholders (the Annual Meeting). A
description of the 2017 Incentive Plan is set forth in the
Companys definitive proxy statement filed with the Securities and
Exchange Commission on April 6, 2017 in the section entitled
Proposal 4: Approval of the Wabash National Corporation 2017
Omnibus Incentive Plan, which is incorporated in this report by
reference. This description is qualified in its entirety by
reference to the 2017 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 18, 2017, the Company held its Annual Meeting at which
five proposals were submitted to the Companys stockholders. As of
March 20, 2017, the date of record for determining the Company
stockholders entitled to vote on the proposals presented at the
Annual Meeting, there were 60,448,111 shares of Company common
stock issued and outstanding and entitled to vote at the Annual
Meeting. The holders of 55,466,154 shares of the Companys issued
and outstanding common stock were represented in person or by
proxy at the Annual Meeting, constituting a quorum. The five
proposals considered at the Annual Meeting are described in
detail in the Companys Proxy Statement for the Annual Meeting
filed with the Securities and Exchange Commission on April 6,
2017. The final results for each proposal are set forth below.
Proposal 1.
The Companys stockholders elected the following seven persons to
the Companys 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:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| Richard J. Giromini | 51,096,558 | 338,961 | 13,932 | 4,016,703 |
| Dr. Martin C. Jischke | 49,054,821 | 2,384,357 | 10,273 | 4,016,703 |
| John E. Kunz | 51,086,297 | 353,549 | 9,605 | 4,016,703 |
| Larry J. Magee | 50,594,915 | 844,550 | 9,986 | 4,016,703 |
| Ann D. Murtlow | 50,724,039 | 716,859 | 8,553 | 4,016,703 |
| Scott K. Sorensen | 50,673,010 | 767,306 | 9,135 | 4,016,703 |
| Brent L. Yeagy | 50,307,235 | 1,121,541 | 20,675 | 4,016,703 |
Proposal 2.
The Companys stockholders approved in an advisory (non-binding)
vote the compensation of the Companys named executive officers.
The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 48,832,367 | 2,367,612 | 249,472 | 4,016,703 |
Proposal 3.
The Companys stockholders voted, on an advisory (non-binding)
basis, on the frequency of future advisory stockholder votes on
the compensation of the Companys named executive officers. The
votes regarding this proposal were as follows:
| 1Year | 2Years | 3Years | Abstentions |
| 46,099,692 | 36,243 | 5,208,773 | 104,743 |
In accordance with the results for Proposal 3, the Companys Board
of Directors has determined that future advisory votes on the
compensation of the Companys 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
Companys 2018 Annual Meeting of Stockholders.
Proposal 4.
The Companys stockholders approved the adoption of the 2017
Incentive Plan. The votes regarding this proposal were as
follows:
| VotesFor | VotesAgainst | Abstentions | BrokerNon-Votes |
| 48,389,513 | 3,004,407 | 55,531 | 4,016,703 |
Proposal 5.
The Companys stockholders ratified the appointment of Ernst Young
LLP as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2017. The votes regarding
this proposal were as follows:
| VotesFor | VotesAgainst | Abstain | BrokerNon-Votes |
| 54,758,130 | 690,175 | 17,849 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.1 Wabash National Corporation 2017 Omnibus Incentive
Plan, incorporated by reference to the Companys Registration
Statement on Form S-8 filed on May 18, 2017 (Registration No.
333-218085).
About Wabash National Corporation (NYSE:WNC)
Wabash National Corporation is engaged in designing, manufacturing and marketing standard and customized truck and tank trailers, intermodal equipment and transportation related products. The Company’s segments include Commercial Trailer Products, Diversified Products, Retail, and Corporate and Eliminations. The Commercial Trailer Products segment manufactures standard and customized van and platform trailers. The Commercial Trailer Products segment produces and sells new trailers to the Retail segment and to customers who purchase trailers directly from the Company or through independent dealers. The Diversified Products segment focuses to expand its customer base, and diversify its product offerings and revenues. The Retail segment includes the sale of new and used trailers, as well as the sale of after-market parts and service, through its retail branch network. It offers products under the brand names, including Walker Transport, Brenner Tank, DuraPlate and Beall Trailers. Wabash National Corporation (NYSE:WNC) Recent Trading Information
Wabash National Corporation (NYSE:WNC) closed its last trading session up +0.35 at 21.15 with 704,126 shares trading hands.
