WABASH NATIONAL Corp 8-K, filed May 12, 2021
WABASH NATIONAL Corp (WNC)
8-K
2021-05-12
For: 2021-05-11
View Original
Added on
April 08, 2026
About this 8-K
WABASH NATIONAL Corp filed this 8-K on May 12, 2021, reporting on events of May 11, 2021.
Items reported
- Item 5.07: Shareholder vote results
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 11, 2021
(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 5.07. Submission of Matters to a Vote of Security Holders.
On May 11, 2021, Wabash National Corporation (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) at which three proposals were submitted to the Company’s stockholders. As of March 12, 2021, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 51,882,958 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 49,141,117 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 29, 2021. 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 | 45,234,553 | 539,548 | 8,493 | 3,358,523 | ||||||||||||||||||||||
| John G. Boss | 45,246,329 | 527,720 | 8,545 | 3,358,523 | ||||||||||||||||||||||
| John E. Kunz | 45,410,925 | 363,131 | 8,538 | 3,358,523 | ||||||||||||||||||||||
| Larry J. Magee | 44,683,746 | 1,089,904 | 8,944 | 3,358,523 | ||||||||||||||||||||||
| Ann D. Murtlow | 45,031,499 | 742,743 | 8,352 | 3,358,523 | ||||||||||||||||||||||
| Scott K. Sorensen | 44,599,252 | 1,174,806 | 8,536 | 3,358,523 | ||||||||||||||||||||||
| Stuart A. Taylor II | 42,433,075 | 3,340,638 | 8,881 | 3,358,523 | ||||||||||||||||||||||
| Brent L. Yeagy | 45,275,756 | 500,745 | 6,093 | 3,358,523 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 44,724,505 | 980,520 | 77,569 | 3,358,523 | |||||||||||||||||
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, 2021. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 48,574,549 | 553,258 | 13,310 | — | |||||||||||||||||
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 12, 2021 | By: | /s/ Michael N. Pettit | ||||||
| Michael N. Pettit | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||