Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 13, 2010
 
 
WABASH NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
  
1-10883
  
52-1375208
(State or other jurisdiction of
incorporation or organization)
  
(Commission File
Number)
  
(I.R.S. Employer
Identification No.)

1000 Sagamore Parkway South
Lafayette, Indiana
  
47905
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (765) 771-5310
 
 
(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:
 
   
oWritten 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))
    
 
 
INFORMATION TO BE INCLUDED IN THE REPORT
 
Section 5 – Corporate Governance and Management

Item 5.07   Submission of Matters to a Vote of Security Holders.

On May 13, 2010, the Company held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”), at which three proposals were submitted to, and approved by, the Company’s stockholders. The proposals are described in detail in the Company’s Proxy Statement for the  Annual Meeting filed with the Securities and Exchange Commission on April 14, 2010.  The final results for each proposal are set forth below.

Proposal 1:  Election of Directors

The Company’s stockholders elected ten directors to the Company’s Board of Directors, to hold office until the next annual meeting of stockholders or until their respective successors are elected and qualified.  The votes regarding this proposal were as follows:

 
Votes For
  
Votes Against
  
Abstain
  
Broker non-votes
Richard J. Giromini
16,646,163
  
243,440
  
335,313
  
7,505,048
James G. Binch
16,489,340
  
400,075
  
335,501
  
7,505,048
Dr. Martin C. Jischke
16,672,919
  
217,127
  
334,870
  
7,505,048
James D. Kelly
16,645,728
  
239,329
  
339,859
  
7,505,048
Michael J. Lyons
16,168,322
  
721,043
  
335,551
  
7,505,048
Larry J. Magee
16,688,875
  
196,282
  
339,759
  
7,505,048
Thomas J. Maloney
16,123,769
  
766,546
  
334,601
  
7,505,048
Vineet Pruthi
16,492,022
  
397,091
  
335,803
  
7,505,048
Scott K. Sorensen
16,687,903
  
195,454
  
341,559
  
7,505,048
Ronald L. Stewart
15,575,926
  
674,997
  
973,993
  
7,505,048

Proposal 2:  Amendment of Certificate of Incorporation

The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of the Company’s authorized shares of common stock, par value $.01 per share, from 75,000,000 shares to 200,000,000 shares and correspondingly, to increase the total number of authorized shares of all classes of the Company’s capital stock from 100,000,000 to 225,000,000 shares, which includes 25,000,000 shares of preferred stock, par value $.01 per share. The votes regarding this proposal were as follows:

Votes For
  
Votes Against
  
Abstain
  
Broker non-votes
22,789,460
  
1,705,350
  
235,154
  
—
 
 
Proposal 3: Ratification of Approintment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010.  The votes regarding this proposal were as follows:

Votes For
  
Votes Against
  
Abstain
  
Broker non-votes
24,218,232
  
263,395
  
248,337
  
—
 
 
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 19, 2010
By:
/s/ Mark J. Weber  
   
Mark J. Weber
  
   
Senior Vice President and
Chief Financial Officer