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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
Wabash National Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
WABASH NATIONAL CORPORATION
1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, INDIANA 47905
SUPPLEMENT TO PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS--MAY 12, 2005
This Supplement No. 1 to the Proxy Statement is furnished on or about
April 29, 2005 to stockholders of Wabash National Corporation (the
"Corporation"), in connection with the solicitation by the Board of Directors of
the Corporation of proxies to be voted at the Annual Meeting of Stockholders to
be held at the Holiday Inn, 515 South Street, Lafayette, Indiana, 47901 on
Thursday, May 12, 2005, at 10:00 a.m., and at any adjournments or postponements
of the Annual Meeting.
The information in this Supplement should be read in conjunction with
the Proxy Statement.
The table and footnotes appearing in the proxy statement under the
heading "Summary Compensation Table" beginning on page 10 of the Proxy Statement
should be replaced in their entirety with the following information to reflect
corrected disclosure in the table and footnotes.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG - TERM COMPENSATION AWARDS
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RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
SALARY BONUS AWARDS(2) OPTIONS COMPENSATION(3)(4)(5)
NAME AND PRINCIPAL YEAR ($) ($) ($) (#) ($)
POSITION(1)
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William P. Greubel........... 2004 $ 633,333 $ 437,760 $ 375,230 23,600 $ 87,195
President and Chief 2003 $ 600,000 $ 528,300 $ 0 175,000 $ 182,558
Executive Officer 2002 $ 393,461 $ 200,000 $ 262,500 250,000 $ 53,724
Richard J. Giromini.......... 2004 $ 383,676 $ 219,451 $ 143,400 9,900 $ 60,872
Executive Vice President - 2003 $ 330,305 $ 242,361 $ 0 70,000 $ 96,914
Chief Operating Officer 2002 $ 150,208 $ 235,264 $ 70,000 125,000 $ 27,870
Rodney P. Ehrlich............ 2004 $ 261,275 $ 134,467 $ 71,700 4,800 $ 21,387
Senior Vice President - 2003 $ 251,275 $ 143,126 $ 0 20,000 $ 10,337
Chief Technology Officer 2002 $ 251,275 $ 0 $ 0 0 $ 9,588
Brent A. Larson.............. 2004 $ 239,500 $ 133,127 $ 71,700 5,000 $ 508
Sr. Vice President - 2003 $ 210,000 $ 119,616 0 33,000 $ 17,562
Sales & Marketing 2002 $ 200,000 $ 49,612 $ 40,875 25,000 $ 270
Timothy J. Monahan........... 2004 $ 210,000 $ 113,633 $ 62,140 4,200 $ 44,418
Senior Vice President - 2003 $ 44,558 $ 80,000 $ 0 10,000 $ 4,865
Human Resources 2002 $ 0 $ 0 $ 0 0 $ 0
Robert J. Smith.............. 2004 $ 188,493 $ 115,425 $ 59,750 3,600 $ 21,629
Senior Vice President - 2003 $ 134,041 $ 84,261 $ 0 0 $ 7,387
Chief Financial Officer 2002 $ 0 $ 0 $ 0 0 $ 0
(1) Mr. Greubel became the Corporation's Chief Executive Officer on May 6,
2002. Mr. Giromini became the Corporation's Chief Operating Officer on
July 15, 2002. Mr. Larson became the Corporation's Vice
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President - Sales on January 1, 2002. Mr. Monahan became the
Corporation's Senior Vice President - Human Resources on October 26,
2003. Mr. Smith became the Senior Vice President - Chief Financial
Officer on October 20, 2004.
(2) As of December 31, 2004, based on the closing price of the
Corporation's common stock on the New York Stock Exchange on that date
of $26.93 per share, Mr. Greubel held 60,192 shares of restricted stock
with an aggregate value of $1,620,970.56; Mr. Giromini held 19,592
shares of restricted stock with an aggregate value of $527,612.56; Mr.
Ehrlich held 3,000 shares of restricted stock with an aggregate value
of $80,790; Mr. Larson held 7,875 shares of restricted stock with an
aggregate value of $212,073.75; Mr. Monahan held 2,600 shares of
restricted common stock with an aggregate value of $70,018; and Mr.
Smith held 2,500 shares of restricted common stock with an aggregate
value of $67,325.
(3) For the year ending December 31, 2004, "All Other Compensation"
included (i) contributions to the Corporation's 401(k) Plan, consisting
of $14,815 in respect of Mr. Greubel, $16,978 in respect of Mr.
Giromini, $13,578 in respect of Mr. Ehrlich, $8,200 in respect of Mr.
Monahan and $9,763 in respect of Mr. Smith; (ii) contributions under
the Corporation's deferred compensation plan consisting of $31,949 in
respect of Mr. Greubel, $24,125 in respect of Mr. Giromini, $5,379 in
respect of Mr. Ehrlich, $4,545 in respect of Mr. Monahan, and $10,272
in respect of Mr. Smith; (iii) payments by the Corporation with respect
to term life insurance for the benefit of the respective officer
consisting of $1,518 in respect of each of Messrs. Greubel and
Giromini, $2,430 in respect of Mr. Ehrlich, $983 in respect of Mr.
Monahan, $1,594 in respect of Mr. Smith, and $508 in respect of Mr.
Larson; (iv) payments by the Corporation with respect to the Executive
Life Insurance Plan (which provides employees with funds to pay for a
universal life insurance policy that is fully owned by the employee)
consisting of $38,913 in respect of Mr. Greubel and $18,250 in respect
of Mr. Giromini; and (v) reimbursement of relocation expenses
consisting of $30,690 in respect of Mr. Monahan.
(4) For the year ending December 31, 2003, "All Other Compensation"
included (i) contributions to the Corporation's 401(k) Plan consisting
of $2,000 in respect of Mr. Greubel, $1,625 in respect of Mr. Giromini,
$8,000 in respect of Mr. Ehrlich and $6,204 in respect of Mr. Smith;
(ii) contributions under the Corporation's deferred compensation plan
consisting of $21,828 in respect of Mr. Giromini; (iii) payments by the
Corporation with respect to term life insurance for the benefit of the
respective officer consisting of $1,518 in respect of each of Messrs.
Greubel and Giromini, $2,337 in respect of Mr. Ehrlich, $391 in respect
of Mr. Larson and $1,183 in respect of Mr. Smith; (iv) payments by the
Corporation with respect to the Executive Life Insurance Plan (which
provides employees with funds to pay for a universal life insurance
policy that is fully owned by the employee) consisting of $39,189 in
respect of Mr. Greubel and $18,250 in respect of Mr. Giromini; (v)
reimbursement of relocation expenses consisting of $139,852 in respect
of Mr. Greubel, $53,693 in respect of Mr. Giromini, $754 in respect of
Mr. Larson and $4,865 in respect of Mr. Monahan; and, (vi) tax
accounting assistance related to expatriate tax liability consisting of
$16,417 in respect of Mr. Larson.
(5) For the year ending December 31, 2002, "All Other Compensation"
included (i) contributions to the Corporation's 401(k) Plan consisting
of $6,000 in respect of Messrs. Greubel and Giromini and $8,298 in
respect of Mr. Ehrlich; (ii) payments by the Corporation with respect
to term life insurance for the benefit of the respective officer
consisting of $451 in respect of Mr. Greubel, $208 in respect of Mr.
Giromini, $1,290 in respect of Mr. Ehrlich and $270 in respect of Mr.
Larson, and; (iii) reimbursement of relocation expenses consisting of
$47,273 in respect of Mr. Greubel and $21,662 in respect of Mr.
Giromini.
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