Submission of Matters to a Vote of Security

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




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