Wabash National Corp Files 8-K

TL;DR

Wabash National filed an 8-K on 5/22/24 covering shareholder votes and financials.

AI Summary

Wabash National Corporation filed an 8-K on May 22, 2024, reporting on matters submitted to a vote of security holders and financial statements. The company, incorporated in Delaware with its principal executive offices in Lafayette, Indiana, is primarily involved in the truck trailer manufacturing industry.

Why It Matters

This filing indicates routine corporate actions and financial reporting, providing transparency to investors about the company's governance and financial status.

Risk Assessment

Risk Level: low — This filing appears to be a routine disclosure of corporate actions and financial statements, not indicating any immediate or significant risks.

Key Numbers

• 001-10883 — SEC File Number (Identifies the company's filing with the SEC.)
• 52-1375208 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Wabash National Corporation (company) — Registrant
• May 22, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Lafayette, Indiana (location) — Principal Executive Offices
• 3900 McCarty Lane (address) — Business Address

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value WNC New York Stock Exchange

Filing Documents

• wnc-20240522.htm (8-K) — 58KB
• wnc-certificateofamendme.htm (EX-3.1) — 4KB
• wnc-certificateofamendme001.jpg (GRAPHIC) — 234KB
• 0000879526-24-000021.txt ( ) — 514KB
• wnc-20240522.xsd (EX-101.SCH) — 2KB
• wnc-20240522_lab.xml (EX-101.LAB) — 22KB
• wnc-20240522_pre.xml (EX-101.PRE) — 13KB
• wnc-20240522_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

07. Submission of Matters to a Vote of Security Holders

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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. EXHIBIT INDEX Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation of Wabash National Corporation 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

View Full Filing

View this 8-K filing on SEC EDGAR