8-K

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) September 16, 2022

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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.

Election of Directors

(d) On September 16, 2022, the Board of Directors (the “Board”) of Wabash National Corporation (the “Company”) appointed Mr. Trent Broberg to the Company’s Board and to the Nominating, Corporate Governance and Sustainability Committee and the Finance Committee, effective September 19, 2022, to serve until the Company’s 2023 annual meeting of stockholders and until his successor is duly elected.

Mr. Broberg is the Chief Executive Officer of Acertus, a Tailwind Capital portfolio company. Previously he was Chief Operating Officer at Truckstop.com, a digital freight matching company, where he led M&A transactions, strategy, and product development. The appointment of Mr. Broberg brings the Company’s Board to eight members.

In connection with his appointment to the Board, Mr. Broberg entered into an Indemnification Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Mr. Broberg will be compensated consistent with the Company’s policy for non-employee directors, pro-rated to reflect his partial year of service, as more fully described in the Company’s definitive proxy statement for its 2022 annual meeting of stockholders under the heading Director Compensation. Mr. Broberg was not selected as a director pursuant to any arrangement or understanding between him and any other person and there are no related party transactions between the Company and Mr. Broberg reportable under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

EXHIBIT INDEX

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.