Unassociated Document
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
 
May 19, 2011
(Date of earliest event reported)
 
Wabash National Corporation
(Exact Name of Registrant as Specified in its Charter)
         
DELAWARE
  
001-10883
  
52-1375208
(State or other jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)


         
1000 Sagamore Parkway South,
Lafayette, Indiana
  
47905
  
765-771-5310
         
(Address of principal executive offices)
  
(Zip Code)
  
(Registrant’s telephone number including area code)


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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
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 2011 Omnibus Incentive Plan
 
On May 19, 2011, the stockholders of Wabash National Corporation (the “Company”) approved the Wabash National Corporation 2011 Omnibus Incentive Plan (the “2011 Incentive Plan”) at the Company’s 2011 Annual Meeting of Stockholders (the “Annual Meeting”). A description of the 2011 Incentive Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2011 in the section entitled “Proposal 2: Approval of the Corporation’s 2011 Equity Compensation Plan,” which is incorporated in this report by reference. This description is qualified in its entirety by reference to the copy of the 2011 Incentive Plan that is attached to this current report as Exhibit 10.1.
 

Item 5.07  Submission of Matters to a Vote of Security Holders

On May 19, 2011, the Company held its Annual Meeting at which five proposals were submitted to the Company’s stockholders.  As of April 7, 2011, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 68,474,020 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting.  The holders of 60,269,808 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 five 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 21, 2011.  The final results for each proposal are set forth below.

Proposal 1.

The Company’s stockholders elected the following six 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:

   
Votes For
    
Votes Against
    
Abstentions
    
Broker Non-Votes
  
Richard J. Giromini
     50,165,996       1,256,571       23,779       8,823,462  
Dr. Martin C. Jischke
     49,856,914       1,567,011       22,421       8,823,462  
James D. Kelly
     49,926,786       1,495,694       23,866       8,823,462  
John E. Kunz
     50,444,832       979,553       21,961       8,823,462  
Larry J. Magee
     49,887,935       1,533,955       24,456       8,823,462  
Scott K. Sorensen
     49,899,514       1,510,775       36,057       8,823,462  


Proposal 2.

The Company’s stockholders approved the adoption of the 2011 Incentive Plan.  The votes regarding this proposal were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
36,210,447
14,851,865
384,034
8,823,462


Proposal 3.

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
33,159,305
17,645,108
641,933
8,823,462

 
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Proposal 4.

The Company’s stockholders voted, on an advisory (non-binding) basis, on the frequency of future advisory stockholder votes on the compensation of the Company’s named executive officers.  The votes regarding this proposal were as follows:

1 Year
2 Years
3 Years
Abstentions
 Broke Non-Votes
46,318,746
818,899
3,735,826
572,875
 8,823,462 

In accordance with the results for Proposal 4, the Company’s Board of Directors has determined that future advisory votes on the compensation of the Company’s 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 Company’s 2012 Annual Meeting of Stockholders.


Proposal 5.

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, 2011.  The votes regarding this proposal were as follows:

Votes For
Votes Against
Abstain
Broker Non-Votes
59,658,175
596,171
15,462
0

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1                      Wabash National Corporation 2011 Omnibus Incentive Plan
 
 
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SIGNATURES

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 25, 2011
By:  
 /s/ Mark J. Weber
   
Mark J. Weber
Senior Vice President and Chief Financial Officer
 

 
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EXHIBIT INDEX
 
10.1           Wabash National Corporation 2011 Omnibus Incentive Plan
 
 
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