UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

 

Check the appropriate box:

WABASH NATIONAL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

WABASH NATIONAL CORPORATION
1000 Sagamore Parkway South
Lafayette, Indiana 47905
  
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 19, 2011

To the Stockholders of Wabash National Corporation:

The 2011 Annual Meeting of Stockholders of Wabash National Corporation will be held at University Plaza Hotel, located at 3001 Northwestern Avenue, West Lafayette, Indiana, 47906, on Thursday, May 19, 2011, at 10:00 a.m. local time for the following purposes:

Each outstanding share of Wabash National Corporation (NYSE:WNC) Common Stock entitles the holder of record at the close of business on April 7, 2011, to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting. Shares of our Common Stock can be voted at the Annual Meeting only if the holder is present in person or by valid proxy. Management cordially invites you to attend the Annual Meeting.

IF YOU PLAN TO ATTEND

Please note that space limitations make it necessary to limit attendance to stockholders and one guest. Registration and seating will begin at 9:00 a.m. Stockholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

By Order of the Board of Directors

ERIN J. ROTH
Senior Vice President, General Counsel and
Corporate Secretary

April 21, 2011

IMPORTANT:  WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, WE URGE YOU TO VOTE YOUR SHARES AT YOUR EARLIEST CONVENIENCE. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. PROMPTLY VOTING YOUR SHARES BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD, OR BY VOTING VIA THE INTERNET OR BY TELEPHONE, WILL SAVE US THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. AN ADDRESSED ENVELOPE FOR WHICH NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES IS ENCLOSED. SUBMITTING YOUR PROXY NOW WILL NOT PREVENT YOU FROM VOTING YOUR SHARES AT THE MEETING IF YOU DESIRE TO DO SO, AS YOUR PROXY IS REVOCABLE AT YOUR OPTION. YOUR VOTE IS IMPORTANT, SO PLEASE ACT TODAY.

WABASH NATIONAL CORPORATION
1000 Sagamore Parkway South
Lafayette, Indiana 47905

PROXY STATEMENT
Annual Meeting of Stockholders on May 19, 2011

This Proxy Statement is furnished on or about April 21, 2011 to stockholders of Wabash National Corporation (hereinafter, “we,” “us,” “Company” and “Wabash”), 1000 Sagamore Parkway South, Lafayette, Indiana 47905, in connection with the solicitation by our Board of Directors of proxies to be voted at the Annual Meeting of Stockholders to be held at University Plaza Hotel, located at 3001 Northwestern Avenue, West Lafayette, Indiana, 47906, on Thursday, May 19, 2011 at 10:00 a.m. local time, (the “Annual Meeting”) and at any adjournments or postponements of the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to Be Held on May 19, 2011.

Our Annual Report and this Proxy Statement are available at https://materials.proxyvote.com/929566

ABOUT THE MEETING

What is The Purpose of the Annual Meeting?

At the Annual Meeting, our management will report on our performance during 2010 and respond to questions from our stockholders. In addition, stockholders will act upon the matters outlined in the accompanying Notice of Annual Meeting of Stockholders, which include the following five proposals:

Who is Entitled to Vote?

Only stockholders of record at the close of business on April 7, 2011 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote the shares of common stock of the Company (“Common Stock”) that they held on the Record Date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. Each share entitles its holder to cast one vote on each matter to be voted upon.

A list of stockholders of record as of the Record Date will be available for inspection during ordinary business hours at our offices located at 1000 Sagamore Parkway South, Lafayette, Indiana 47905, from May 10, 2011 to the date of our Annual Meeting. The list will also be available for inspection at the Annual Meeting.

Who can Attend the Annual Meeting?

All stockholders as of the close of business on the Record Date, or their duly appointed proxies, may attend the Annual Meeting.

Please note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the Record Date and check in at the registration desk at the Annual Meeting. Alternatively, to vote, you may contact the person in whose name your shares are registered and obtain a proxy from that person and bring it to the Annual Meeting.

What Constitutes a Quorum?

The presence at the Annual Meeting, in person or by valid proxy, of the holders of a majority of the shares of our Common Stock outstanding on the Record Date will constitute a quorum, permitting us to conduct our business at the Annual Meeting. As of the Record Date, 68,474,020 shares of Common Stock, held by 892 stockholders of record, were outstanding and entitled to vote at the Annual Meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting.

How do I Vote?

You can vote on matters to come before the Annual Meeting in the following four ways:

What if I Vote and Then Change my Mind?

You may revoke your proxy at any time before it is exercised by:

Your last vote will be the vote that is counted.

What are the Board’s Recommendations?

The Board recommends that you vote FOR election of the nominated slate of directors (see page 7), FOR adoption of the Wabash National Corporation 2011 Omnibus Incentive Plan (see page 38), FOR the approval of the compensation of our executive officers (see page 46), in favor of an ANNUAL advisory vote on executive pay (see page 48), and FOR ratification of the appointment of our auditors (see page 49). Unless you give other instructions, the persons named as proxy holders on the proxy card will vote in accordance with the Board’s recommendation. With respect to any other matter that properly comes before the meeting, the proxy holders will vote in their own discretion.

What Vote is Required for Each Proposal?

The following table summarizes the vote threshold required for approval of each proposal and the effect of abstentions, uninstructed shares held by banks or brokers, and unmarked, signed proxy cards. If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may elect to exercise voting discretion with respect to the appointment of our auditors. Under New York Stock Exchange Rules, this proposal is

considered a “discretionary” item. This means that brokerage firms may vote in their discretion for this item on behalf of clients who have not furnished voting instructions at least 15 days before the date of the Annual Meeting. If you do not give your broker or nominee specific instructions, your broker or nominee may elect not to exercise its discretion on the ratification of our auditors, in which case your shares will not be voted on this matter.

As a result of changes in the New York Stock Exchange Rules in 2010, if you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not vote your shares with respect to the election of directors, the approval of the Wabash National Corporation 2011 Omnibus Incentive Plan, the advisory vote on executive compensation and the advisory vote on the frequency of the vote on executive compensation.

Shares for which the broker does not exercise its discretion or for which it has no discretion and for which it has received no instructions, so-called broker “non-votes,” will not be counted in determining the number of shares necessary for approval of such matters; however, those shares will be counted in determining whether there is a quorum.

On all proposals, if you sign and return a proxy or voting instruction card, but do not mark how your shares are to be voted, they will be voted as the Board recommends.

Proposal Number		Item		Vote Required for Approval of Each Item		Abstentions		Uninstructed Shares		Unmarked Proxy Cards
1		Election of Directors		Majority of votes cast		No effect		Not voted		Voted “for”
2		Approval of Wabash National Corporation 2011 Omnibus Incentive Plan		Majority of shares present and entitled to vote*		Counted as “against”		Not voted		Voted “for”
3		Advisory vote on executive compensation		Majority of shares present and entitled to vote		Counted as “against”		Not voted		Voted “for”
4		Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation		No voting standard		No effect		Not voted		Voted “for” an annual vote
5		Ratification of Appointment of Independent Auditor		Majority of shares present and entitled to vote		Counted as “against”		Discretionary vote		Voted “for”

Who will Bear the Costs of this Proxy Solicitation?

We will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding Common Stock. We may solicit proxies by mail, personal interview, telephone or via the Internet through our officers, directors and other management employees, who will receive no additional compensation for their services. In addition, we have also retained Eagle Rock Proxy Advisors, LLC to assist with proxy solicitation. For their services, we will pay a fee of $3,500 plus out-of-pocket expenses.

PROPOSAL 1
Election of Directors

Our Bylaws provide that our Board of Directors, or the Board, shall be comprised of not less than three nor more than twelve directors, with the exact number to be fixed by resolution of the Board. The Board has fixed the authorized number of directors at six directors.

At the Annual Meeting, six directors are to be elected, each of whom shall serve for a term of one year or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Proxies representing shares held on the Record Date that are returned duly executed will be voted, unless otherwise specified, in favor of the six nominees for the Board named below. In accordance with our Bylaws, each nominee, as a condition to nomination, has submitted to the Nominating and Corporate Governance Committee an irrevocable resignation from the Board that is effective only in the event a nominee does not receive the required vote of our stockholders to be elected to the Board and the Board accepts the nominee’s resignation. Each of the nominees has consented to be named in this Proxy Statement and to serve on the Board if elected. It is not anticipated that any nominee will become unable or unwilling to accept nomination or election, but, if that should occur, the persons named in the proxy intend to vote for the election in his or her stead, such other person as the Nominating and Corporate Governance Committee may recommend to the Board.

Corporate Governance Matters

Our Board has adopted Corporate Governance Guidelines (the “Guidelines”). Our Board has also adopted a Code of Business Conduct and Ethics, and a Code of Business Conduct and Ethics for the Chief Executive Officer and senior financial officers. The Guidelines set forth a framework within which the Board oversees and directs the affairs of Wabash National. The Guidelines cover, among other things, the composition and functions of the Board, director independence, director stock ownership, management succession and review, Board committees, the selection of new directors, and director responsibilities and duties.

The Code of Business Conduct and Ethics, and the Code of Business Conduct and Ethics for the Chief Executive Officer and senior financial officers cover, among other things, compliance with laws, rules and regulations (including insider trading), conflicts of interest, corporate opportunities, confidentiality, protection and use of company assets, and the reporting process for any illegal or unethical conduct. The Code of Business Conduct and Ethics applies to all of our directors, officers, and employees, including our Chief Executive Officer and Chief Financial Officer. The Code of Business Conduct and Ethics for the Chief Executive Officer and senior financial officers includes provisions that are specifically applicable to our Chief Executive Officer, Chief Financial Officer and senior financial officers.

Any waiver of the Code of Business Conduct and Ethics, and the Code of Business Conduct and Ethics for the Chief Executive Officer and senior financial officers for a director or executive officer, including our Chief Executive Officer and Chief Financial Officer, may only be made by our Board or a Board committee consisting solely of disinterested and independent directors and will be promptly disclosed and posted on our website as required by law or the listing standards of the New York Stock Exchange.

The Guidelines, the Code of Business Conduct and Ethics, and the Code of Business Conduct and Ethics for the Chief Executive Officer and senior financial officers are available on the Company Info/Investors page of our website at www.wabashnational.com and are available in print without charge by writing to: Wabash National Corporation, Attention: Corporate Secretary, P.O. Box 6129, Lafayette, Indiana 47903.

Related Persons Transactions

Related Persons Transactions Policy.  Our Board has adopted a Related Persons Transactions Policy. The Related Persons Transactions Policy sets forth our policy and procedures for review, approval and monitoring of transactions in which the Company and “related persons” are participants. Related persons include directors, nominees for director, officers, stockholders owning five percent or greater of our outstanding stock, and any immediate family members of the aforementioned. The Related Persons Transactions Policy is administered by a committee designated by the Board, which is currently the Audit Committee.

The Related Persons Transactions Policy covers any related person transaction that meets the minimum threshold for disclosure in our annual meeting proxy statement under the relevant Securities and Exchange

Commission (the “SEC”) rules, which currently covers transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest. Related person transactions must be approved, ratified, rejected or referred to the Board by the Audit Committee. The policy provides that as a general rule all related person transactions should be on terms reasonably comparable to those that could be obtained by the Company in arm’s length dealings with an unrelated third party. However, the policy takes into account that in certain cases it may be impractical or unnecessary to make such a comparison. In such cases, the transaction may be approved in accordance with the provisions of the Delaware General Corporation Law.

The Related Persons Transaction Policy provides that management, or the affected director or officer will bring any relevant transaction to the attention of the Audit Committee. If a director is involved in the transaction, he or she will be recused from all discussions and decisions with regard to the transaction, to the extent practicable. The transaction must be approved in advance whenever practicable, and if not practicable, must be ratified as promptly as practicable. All related person transactions will be disclosed to the full Board, and will be included in the Company’s proxy statement and other appropriate filings as required by the rules and regulations of the SEC and the New York Stock Exchange.

On July 17, 2009, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Trailer Investments, LLC (“Trailer Investments”) pursuant to which Trailer Investments purchased shares of redeemable preferred stock and received a warrant to purchase Common Stock for an aggregate purchase price of $35.0 million (the “Transaction”).

On May 28, 2010, the Company closed on a public offering of Common Stock (the “Initial Offering”), which consisted of 11,750,000 shares of Common Stock sold by the Company and 16,137,500 shares of Common Stock sold by Trailer Investments as selling stockholder, each at a purchase price of $6.50 per share. Net proceeds from the Initial Offering were used to redeem all of the outstanding preferred stock described above and to repay a portion of the Company’s outstanding indebtedness under its revolving credit facility. Specifically, in connection with the Initial Offering, the Company redeemed (the “Redemption”) all outstanding shares of the Company’s Series E-G Preferred Stock at a liquidation value of $1,000 per share, or $35.0 million, plus accrued and unpaid dividends and a premium adjustment of 20% as required under the Securities Purchase Agreement for any redemption made prior to August 2014. The total redemption price of the Series E-G Preferred Stock, including accrued and unpaid dividends, was approximately $47.8 million. Certificates of elimination were filed on September 21, 2010 with the Secretary of State of the State of Delaware to eliminate from the Company’s certificate of incorporation all provisions that were set forth in the certificates of designation for the Series E-G Preferred Stock.

If a change of control, meaning more than 50% of the voting power is transferred or acquired by any person other than Trailer Investments and its affiliates, occurs within 12 months of the date of the Redemption (on or before May 28, 2011), Trailer Investments will be entitled to receive an aggregate payment of $74.6 million, representing the difference between what it received in the Redemption and what it would have been entitled to receive in the Redemption if a change of control had occurred on that date.

On September 17, 2010, Trailer Investments sold 9,349,032 shares of Common Stock in an underwritten public offering at a purchase price of $6.75 per share (the “Second Offering”). As a result of this Second Offering, the warrant held by Trailer Investments was fully exercised and was no longer outstanding. The Company did not receive any proceeds from the Second Offering.

In connection with the execution of the Securities Purchase Agreement in July 2009, the Company also entered into an Investor Rights Agreement, dated August 3, 2009, with Trailer Investments (the “Investor Rights Agreement”). Pursuant to rights provided to Trailer Investments under the Certificates of Designation and the Investor Rights Agreement, Trailer Investments had a right to designate up to five persons for election to the Company’s Board of Directors for so long as Trailer Investments and its affiliates beneficially owned at least 10% of the Company’s outstanding Common Stock. As such, on July 30, 2009 our Board of Directors appointed Thomas J. Maloney, Michael J. Lyons, Vineet Pruthi, James G. Binch and Andrew C. Boynton (collectively, the “Trailer Directors”) to the Board of Directors effective as of the closing of the Transaction. Mr. Boynton resigned from our Board in February 2010. Pursuant to the terms of the Investor Rights Agreement, we were also required to reimburse Trailer Investments for its reasonable costs and expenses (a) in exercising or enforcing any rights afforded to it under the Investor Rights Agreement or the other agreements entered into in connection with the Transaction,

(b) in amending, modifying, or revising the Investor Rights Agreement, the warrant or the certificates of designation, or (c) in connection with any transaction, claim, or event that Trailer Investments reasonably believes affects the Company and as to which it seeks the advice of counsel. For the year ended December 31, 2010, we paid an aggregate of $380,567 for Trailer Investments reasonable costs and expenses, including $336,829 in connection with the Initial Offering and Second Offering.

As a result of the consummation of Second Offering in September 2010, and pursuant to the terms of the Investor Rights Agreement between the Company and Trailer Investments, certain rights held by Trailer Investments no longer existed, including the ability to designate five persons for election to the Company’s Board for so long as Trailer Investments and its affiliates beneficially owned at least 10% of the Company’s outstanding Common Stock. As a result, on September 21, 2010, the Company received resignation notices from each of the remaining four Trailer Directors, notifying the Company of each member’s intent to resign from the Company’s Board with immediate effect.

Further, in connection with the appointment to the Board of the Trailer Directors, the Board adopted a customary indemnification agreement with each of the Trailer Directors and each of our other directors at that time. These indemnification agreements remain in effect at this time.

Director Independence

Under the rules of the New York Stock Exchange, the Board must affirmatively determine that a director has no material relationship with the Company for the director to be considered independent. Our Board of Directors undertook its annual review of director independence in February 2011. The purpose of the review was to determine whether any relationship or transaction existed that was inconsistent with a determination that the director or director nominee is independent. The Board considered transactions and relationships between each director and director nominee, and any member of his or her immediate family, and Wabash and its subsidiaries and affiliates. The Board also considered whether there were any transactions or relationships between directors or director nominees or any member of their immediate families (or any entity of which a director or director nominee or an immediate family member is an executive officer, general partner or significant equity holder) and members of our senior management or their affiliates. As a result of this review, the Board of Directors affirmatively determined that all of the directors nominated for election at the Annual Meeting are independent of Wabash and its management within the meaning of the rules of the New York Stock Exchange, with the exception of Richard J. Giromini who is the Chief Executive Officer of Wabash.

On May 24, 2007, Dr. Martin Jischke assumed the position of Chairman of the Board. Among his other responsibilities, our Chairman of the Board presides at the executive sessions of our independent and non-management directors and facilitates communication between our independent directors and management.

Qualifications and Nomination of Director Candidates

To be considered by the Nominating and Corporate Governance Committee, a director nominee must meet the following minimum criteria:

Pursuant to the Guidelines, the Nominating Committee and Corporate Governance Committee also reviews, among other things, expertise, skills, knowledge, and experience. In reviewing these items, the Board may consider the diversity of director candidates, including diversity of expertise, geography, gender, and ethnicity. We seek

independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. The goal in reviewing these considerations for individual director candidates is that they, when taken together with that of other Board members, will lead to a Board that is effective, collegial, and responsive to the needs of the Company and its stockholders

Information on Directors Standing for Election

The biographies of each of the nominees below contains information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person should serve as a director for the Company.

The name, age, business experience, and public company directorships of each nominee for director, during at least the last five years, are set forth in the table below. For additional information concerning the nominees for director, including stock ownership and compensation, see “Director Compensation” and “Beneficial Ownership of Common Stock,” which follow:

NAME		AGE		OCCUPATION, BUSINESS & DIRECTORSHIPS		DIRECTOR SINCE
Richard J. Giromini		57		Mr. Giromini has served as our President and Chief Executive Officer since January 1, 2007. He had been Executive Vice President and Chief Operating Officer from February 28, 2005 until December 2005 at which time he was appointed President and a Director of the Company. He had been Senior Vice President — Chief Operating Officer since joining the Company on July 15, 2002. Prior to joining Wabash National, Mr. Giromini was with Accuride Corporation from April 1998 to July 2002, where he served in capacities as Senior Vice President — Technology and Continuous Improvement; Senior Vice President and General Manager — Light Vehicle Operations; and President and CEO of AKW LP. Previously, Mr. Giromini was employed by ITT Automotive, Inc. from 1996 to 1998 serving as Director of Manufacturing. Mr. Giromini also serves as a Director of Robbins & Myers, Inc., a leading supplier of engineered equipment and systems for critical applications in global energy, industrial chemical and pharmaceutical markets. The sales and operations leadership experience reflected in Mr. Giromini’s summary, as well as his performance as our Chief Executive Officer, his participation on our Board, and his experience as a board member for another public company, supported the Board’s conclusion that he should again be nominated as a director.		December 2005
Dr. Martin C. Jischke		69		Dr. Jischke served as President of Purdue University, West Lafayette, Indiana, from August 2000 until his retirement in July 2007. Dr. Jischke became Chairman of our Board of Directors at the 2007 Annual Meeting. Dr. Jischke also serves as a Director of Vectren Corporation and Duke Realty Corporation. Dr. Jischke has served in leadership positions, including as President, of four major research universities in the United States, in which he was charged with the strategic and financial leadership of each organization. He was also previously appointed as a Special Assistant to the United States Secretary of Transportation. The financial and strategic leadership experience reflected in Dr. Jischke’s summary, the diversity of thought provided by his academic background, his service on the boards of other large public companies and his performance as Chairman of our Board, supported the Board’s conclusion that he should again be nominated as a director.		January 2002

NAME		AGE		OCCUPATION, BUSINESS & DIRECTORSHIPS		DIRECTOR SINCE
Scott K. Sorensen		49		Mr. Sorensen is the Chief Financial Officer of Sorenson Communications, a provider of communication services and products, a position he has held since August 2007. Previously, Mr. Sorensen was the Chief Financial Officer of Headwaters, Inc. from October 2005 to August 2007. Prior to joining Headwaters, Mr. Sorensen was the Vice President and Chief Financial Officer of Hillenbrand Industries, Inc., a manufacturer and provider of products and services for the health care and funeral services industries, from March 2001 until October 2005. Mr. Sorenson’s financial expertise and experience in corporate finance, combined with his experience in manufacturing commerce, as reflected in his summary, and his participation on our Board, supported the Board’s conclusion that he should again be nominated as a director.		March 2005

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED ABOVE.

Information on Directors Not Standing for Election

Ronald Stewart is currently a director of the Company, a position he has held since December 2004. In February 2011, Mr. Stewart indicated his intention not to stand for re-election at the Annual Meeting. Mr. Stewart, age 68, served as President, Chief Executive Officer, and a member of the board of Material Sciences Corporation from March 2004 until his retirement in December 2005. Previously, Mr. Stewart was President and Chief Executive Officer of Pangborn Corporation, which manufactures and services industrial blasting equipment, from 1999 through 2004. He currently serves on the Board of Directors for Pangborn Corporation, including on its audit committee. The financial and operational leadership experience reflected in this summary, including his performance as the chief executive officer and as a board member for other large and/or public companies, as well as his participation on our Board, supported the Board’s conclusion that he should serve as a director.

Meetings of the Board of Directors, its Leadership Structure and its Committees

Information concerning the Board and the three standing committees maintained by the Board is set forth below. Board committees currently consist only of directors who are not employees of the Company and whom the Board has determined are “independent” within the meaning of the listing standards of the New York Stock Exchange.

During 2010, our Board held four regularly scheduled meetings, and also held five special meetings in connection with the Initial Offering and Redemption (see page 5). In 2010, each nominee director attended more than 95% percent of the total number of meetings of the Board and the committees on which he serves. Our Board strongly encourages all of our directors to attend our Annual Meeting. In 2010, all of our directors serving on the Board as of May 13, 2010 attended the Annual Meeting.

The Guidelines provide that the independent members of the Board may select the Chairman of the Board and the Company’s Chief Executive Officer in the manner they consider in the best interests of the Company. The Chairman of the Board and Chief Executive Officer positions are held by separate persons, and we believe that this structure is appropriate given the differences between the two roles in our current management structure. Our Chief Executive Officer, among other duties, is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board, among his other responsibilities, presides at the executive sessions of our independent and non-management directors and facilitates communication between our independent directors and management. The Board does not have a formal policy on whether the roles of Board Chairman and Chief Executive Officer should be separate or combined and reserves the right to change the Board’s current leadership structure when, in its judgment, such a change is appropriate for our Company.

The Board has three standing committees: the Nominating and Corporate Governance Committee; the Compensation Committee; and the Audit Committee. All committee charters can be accessed electronically from the

Company Info/Investors page of our website at www.wabashnational.com or by writing to us at Wabash National Corporation, Attention: Corporate Secretary, P.O. Box 6129, Lafayette, Indiana 47903.

The following table indicates each standing committee or committees on which our directors served in 2010:

Name

Nominating and Corporate Governance Committee

Compensation Committee

Audit Committee

Richard J. Giromini

James G. Binch1

X5

Andrew C. Boynton2

Dr. Martin C. Jischke

X

X

James D. Kelly

X

X

Stephanie K. Kushner3

X3,5

X3,4

Michael J. Lyons1

X

X

Larry J. Magee

X

X4

Thomas J. Maloney1

X

X

Vineet Pruthi1

X5

Scott K. Sorensen

X5

X3,4

Ronald L. Stewart6

X4

X5

X

Effective following the 2011 Annual Meeting, if all of the nominees for election at the Annual Meeting are elected, the directors serving on the Nominating and Corporate Governance Committee will be Messrs. Kelly, Magee, and Kunz; the directors serving on the Compensation Committee will be Dr. Jischke, and Messrs. Kelly, Sorensen and Magee; and the directors serving on the Audit Committee will be Dr. Jischke, and Messrs. Sorensen and Kunz.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee met four times during 2010. The Nominating and Corporate Governance Committee’s responsibilities include:

Until December 2010, Towers Watson served as the Nominating and Corporate Governance Committee’s consultant with regard to director compensation. At the request of the Committee, Towers Watson previously developed a director compensation competitive market assessment. Towers Watson, however, did not actually determine or recommend the compensation paid to our directors. Considering the state of the national economy and the transportation industry, as well as the director compensation competitive market assessment and the current compensation levels for the Company’s executives, the Nominating and Corporate Governance Committee recommended to the Board of Directors, and the Board of Directors approved a 16.75% reduction in the cash compensation paid in 2009 to all directors who are not employees of the Company (a “Non-employee Director”). The Nominating and Corporate Governance Committee recommended and the Board approved maintaining 2010 Non-employee Director compensation at the same, reduced level.

In December 2010, the Nominating and Corporate Governance Committee retained Meridian Compensation Partners LLC (“Meridian”) as its independent consultant with regard to director compensation. At the request of the Committee, Meridian developed a director compensation competitive market assessment and recommended adjustments to director compensation levels consistent with the Company’s peer group, as identified by Meridian and adopted by the Compensation Committee. However, considering the state of the national economy, the transportation industry, and the Company’s current recovery efforts, in considering 2011 compensation the Committee recommended to the Board of Directors, and the Board of Directors approved, not implementing any of the recommendations made by Meridian at that time. Instead, the Committee approved 2011 Non-employee Director compensation to include only a partial restoration of the 16.75% reduction in compensation taken in 2009, consistent with the partial restoration in 2011 of pay reductions for the Company’s executive officers. Non-employee Director compensation in 2011 will also return to a cash and equity compensation plan (instead of the cash-only compensation plan used in 2010), following the complete exercise of the warrant held by Trailer Investments, and the resulting extinguishment of the anti-dilution rights Trailer Investments held as a result of the warrant. See the Schedule of 2011 Director Fees.

Compensation Committee

The Compensation Committee met six times during 2010. The Compensation Committee’s responsibilities include:

The Compensation Committee is responsible for determining our compensation policies for executive officers and for the administration of our equity and incentive plans, including our 2007 Omnibus Incentive Plan. The Compensation Committee works closely with our Senior Vice President of Human Resources in setting the compensation for our other executive officers. In addition, our Chief Executive Officer makes recommendations to the Compensation Committee for the other executive officers on the amount of base salary, target cash awards pursuant to our short-term incentive plan and target equity awards pursuant to our long-term incentive plan. Our Chief Executive Officer also discusses with and makes recommendations to the Compensation Committee regarding performance targets for our short-term incentive plan and our long-term incentive plan before they are established and upon conclusion of the performance period. For purposes of the short-term incentive plan, the personal performance goals for the other executive officers are set by our Chief Executive Officer, who then reports to the Compensation Committee on, and makes recommendations as to, the achievement of those goals. For a discussion of our Chief Executive Officer’s role and recommendations with respect to compensation decisions affecting our Named Executive Officers, as set forth in the Summary Compensation Table, see the Compensation Discussion and Analysis below.

The Compensation Committee has historically engaged a compensation consultant. Until December 2010, Towers Watson served as the consultant. To assist in identifying and determining appropriate levels of compensation for 2010, the Compensation Committee and the Board of Directors considered a competitive market assessment that was compiled and provided by Towers Watson. Towers Watson, however, did not actually determine or recommend the compensation paid to our executive officers, including the Named Executive Officers. Beginning in December 2010, the Compensation Committee engaged Meridian as its independent compensation consultant and

requested Meridian provide a competitive market assessment regarding executive officer compensations, to be used by the Committee in determining the appropriate executive compensation levels for 2011, in line with the Company’s compensation plans, philosophies and goals.

Pursuant to the Compensation Committee’s charter, the Committee may form and delegate to subcommittees of the Committee its responsibilities. During March 2010, the Compensation Committee delegated responsibility for the design and recommendation of the Company’s 2010 Long Term Incentive Plan to a subcommittee formed of three then-members of the Committee — Messrs. Magee, Kelly, and Lyons. See pages 21 – 22 for a description of the 2010 Long Term Incentive Plan that the subcommittee recommended to, and was approved by, the Board of Directors.

Audit Committee

The Board has established a separately-designated standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Audit Committee met ten times during 2010. In addition to the Board’s determination that each member of the Audit Committee is “independent” within the meaning of the rules of the New York Stock Exchange, the Board also determined that Ms. Kushner and Mr. Sorensen are “audit committee financial experts” as defined by the SEC, and that they have accounting and related financial management expertise within the listing standards of the New York Stock Exchange.

The Audit Committee’s responsibilities include:

Board’s Role in Risk Oversight

The Board conducts oversight of risks that may affect the Company primarily through the Audit Committee and the Nominating and Corporate Governance Committee. Specifically, the Audit Committee (i) reviews with senior management our internal system of audit and financial controls and steps taken to monitor and mitigate risk exposure and (ii) reviews and investigates any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct as required in the policies of the company. In addition, the Nominating and Corporate Governance Committee oversees the Guidelines and other governance matters that contribute to successful risk oversight and management. The Audit Committee and Nominating and Corporate Governance Committee make full reports to the Board of Directors at each quarterly meeting regarding each committee’s considerations and actions. The Board of Directors also receives regular reports directly from officers responsible for oversight of financial and systemic risks within the Company, on both the nature of those risks and on how the officers assess and manage risks generally. The Company holds quarterly disclosure committee meetings prior to the submission of quarterly or annual reports on the financial performance of the Company at which areas of risk are discussed, and reports to the Audit Committee on the results of those meetings. In addition, the Company’s Director of Internal Audit conducts regular interviews with officers responsible for oversight of financial

and systemic risks within the Company, as well as testing regarding the same, and reports the results of those interviews to the Board on at least a quarterly basis.

The Board of Directors, primarily through the Compensation Committee, also considers the structure and nature of the Company’s compensation policies and procedures, with a focus on the level of risk to the Company, if any, from those policies and procedures. In carrying out its oversight in this area, the Board of Directors and Compensation Committee have regular interaction with the Senior Vice President of Human Resources. The Senior Vice President of Human Resources reviews with them the Company’s pay practices for salaried associates, including the Company’s compensation plans and the methods of review and approval for these plans. Based on reports to the Board of Directors and Compensation Committee and discussions thereof, the Board of Directors has concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Director Nomination Process

The Nominating and Corporate Governance Committee will consider stockholder recommendations for director nominees sent to the Nominating and Corporate Governance Committee, Attention: Corporate Secretary, Wabash National Corporation, P.O. Box 6129, Lafayette, Indiana 47903. Stockholder recommendations for director nominees should include:

Stockholders’ nominees that comply with the procedures for submitting a stockholder nomination will receive the same consideration as other candidates identified by or to the Nominating and Corporate Governance Committee. The procedures for submitting a stockholder nomination are set forth below under “Stockholder Proposals and Nominations.” Upon receipt by the Corporate Secretary of a stockholder notice of a director nomination, the Corporate Secretary will notify the stockholder that the notice has been received and will be presented to the Nominating and Corporate Governance Committee for review.

Identifying and Evaluating Nominees for Directors.  The Nominating and Corporate Governance Committee, with the assistance of the General Counsel and, as needed, a retained search firm, will screen candidates, perform reference checks, prepare a biography for each candidate for the Nominating and Corporate Governance Committee to review and conduct interviews. The Nominating and Corporate Governance Committee, the Chairman, and the Chief Executive Officer will interview candidates that meet the criteria. The Nominating and Corporate Governance Committee will recommend to the Board of Directors nominees that best suit the Board’s needs.

Communications with the Board of Directors

Stockholders or other interested persons wishing to make known complaints or concerns about our accounting, internal accounting controls or auditing matters, or bring other concerns to the Board or the Audit Committee, or to otherwise communicate with our independent directors as a group or the entire Board, individually or as a group, may do so by sending an email to board@wabashnational.com or auditcommittee@wabashnational.com, or by writing to them care of Wabash National Corporation, Attention: General Counsel, P.O. Box 6129, Lafayette, Indiana 47903.

Pursuant to the direction of the Board, all correspondence will be received and processed by the General Counsel’s office. You will receive a written acknowledgment from the General Counsel’s office upon receipt of your written correspondence. You may report your concerns anonymously or confidentially. All communications received in accordance with the above procedures will be reviewed initially by the General Counsel, who will relay all such communications to the appropriate director, directors or committee.

Director Compensation

Directors who are not our employees⁽¹⁾ were compensated in 2010 for their service as a director as shown in the chart below:

Schedule of 2010 Director Fees
December 31, 2010

		Amount
Annual Retainers(2)
Board		$	64,440	(3)
Chairman of the Board			13,500
Audit Committee Chair			10,800
Nominating and Corporate Governance Committee Chair			7,200
Compensation Committee Chair			7,200
Per Meeting Fees
Personal Attendance at Board and Committee Meetings			1,800
Telephonic Attendance at Board and Committee Meetings			900

At the February 2011 Board meeting, the Board resolved to set its compensation for the Non-employee Directors, effective January 1, 2011, as follows:

Schedule of 2011 Director Fees

		Amount
Annual Retainers(1)
Board		$	74,500	(2)
Chairman of the Board			13,500
Audit Committee Chair			10,800
Nominating and Corporate Governance Committee Chair			7,200
Compensation Committee Chair			7,200
Per Meeting Fees
Personal Attendance at Board and Committee Meetings			1,800
Telephonic Attendance at Board and Committee Meetings			900

The following table summarizes the compensation paid to our directors during 2010, other than Mr. Giromini, whose compensation is discussed below under Executive Compensation.

Director Compensation for Year-End
December 31, 2010

Name		Fees Earned or Paid in Cash(1) ($)				Stock Awards(2) ($)				All Other Compensation ($)				Total ($)
Martin C. Jischke			102,030				—				—				102,030
James D. Kelly			82,480				—				—				82,480
Stephanie K. Kushner			47,692				—				—				47,692
Larry J. Magee			90,430				—				—				90,430
Scott K. Sorensen			89,334				—				—				89,334
Ronald L. Stewart			93,130				—				—				93,130

As of December 31, 2010, none of our directors held unvested stock awards.

Non-employee Director Stock Ownership Guidelines.  The Board believes that it is important for each director to have a financial stake in the Company such that the director’s interests align with those of the Company’s stockholders. To meet this objective, the Board has established stock ownership guidelines. The guidelines provide that each Non-employee Director, upon reaching five years of service on the Board and continuously thereafter, shall maintain beneficial ownership of an amount of Common Stock at least equal in value to five times the Director annual cash retainer, or shall retain ownership of at least sixty-five percent of the Common Stock granted to the Director as compensation for services. As of December 31, 2010, all Non-employee Directors meet the guidelines.

Other.  The Company reimburses all directors for travel and other reasonable, necessary business expenses incurred in the performance of their services for the Company and extends coverage to them under the Company’s travel accident and directors’ and officers’ liability insurance policies. In addition, the Company allocates to each director an annual allowance of $5,000 to reimburse costs associated with attending continuing education courses related to Board of Directors service.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% stockholders to file reports of ownership of our equity securities. To our knowledge, based solely on review of the copies of such reports furnished to us related to the year ended December 31, 2010, all such reports were made on a timely basis.

Beneficial Ownership of Common Stock

The following table sets forth certain information as of April 7, 2011 (unless otherwise specified), with respect to the beneficial ownership of our Common Stock by each person who is known to own beneficially more than 5% of the outstanding shares of Common Stock, each person currently serving as a director, each nominee for director, each Named Executive Officer (as defined in the Compensation Discussion & Analysis below), and all directors and executive officers as a group:

NAME AND ADDRESS OF BENEFICIAL OWNER		SHARES OF COMMON STOCK BENEFICIALLY      OWNED(1)				PERCENT OF CLASS
Wells Capital Management, Incorporated 525 Market Street, 10th Floor San Francisco, CA 94105			4,373,019	(2)			6.4	%
BlackRock, Inc. and affiliates 40 East 52nd Street New York, NY 10022			3,750,744	(3)			5.5	%
Wellington Management Company, LLP 280 Congress Street Boston, MA 02210			3,724,017	(4)			5.5	%
Columbia Management Investment Advisors LLC 100 Federal Street Boston, MA 02110			3,623,743	(5)			5.3	%
Gilder, Gagnon, Howe & Co. LLC 3 Columbus Circle, 26th Floor New York, NY 10019			3,514,551	(6)			5.1	%
Rodney P. Ehrlich			159,609	(7)			*
Bruce N. Ewald			119,819	(8)			*
Richard J. Giromini			670,220	(9)			*
Martin C. Jischke			56,080				*
James D. Kelly			44,976				*
John E. Kunz			0				0	%
Larry J. Magee			54,086				*
Timothy J. Monahan			147,689	(10)			*
Erin J. Roth			41,291	(11)			*
Scott K. Sorensen			47,186				*
Ronald L. Stewart			48,847				*
Mark J. Weber			82,963	(12)			*
All executive officers and directors as a group (12 persons)			1,472,766	(13)			2.2	%

Executive Compensation

Compensation Discussion and Analysis

The recent, unprecedented macroeconomic condition of the country has prompted investors to increase their scrutiny with regard to executive compensation. The resultant condition of the transportation industry and the value of our stock should also, justifiably, cause our stockholders to carefully evaluate the Company’s executive compensation. The Board of Directors and the Company recognize that our stockholders should have as much trust in the integrity of the Company’s executive compensation process as our customers have in the quality of our products. We place tremendous effort and rigor into our executive compensation processes. We strive to be fair and reasonable while simultaneously aligning the interests of our stockholders and the executives who have been entrusted to lead the Company.

The following compensation discussion and analysis provides information regarding the objectives and elements of our compensation philosophy and policies for the compensation of our President and Chief Executive Officer, Mr. Giromini; our Chief Financial Officer, Mr. Weber; and our three other most highly-compensated executive officers in 2010: Mr. Rodney P. Ehrlich, our Senior Vice President — Chief Technology Officer; Mr. Bruce N. Ewald, our Senior Vice President — Sales and Marketing, and; Mr. Timothy J. Monahan, our Senior Vice President — Human Resources. We refer to these five individuals collectively as our Named Executive Officers, or NEOs.

As described in detail below, the principle objectives of the Company’s compensation philosophy are to align executive compensation levels with the financial performance of the Company, thus aligning management’s interests with those of our shareholders. This approach was reflected in the design of executive compensation in 2010, as well as the compensation ultimately earned by our NEOs in 2010. The 2010 executive compensation plan design initially provided for reduced base salary levels to all NEOs — reflective of the financial condition of the Company

and the transportation industry at the beginning of 2010 — but provided incentives in executive compensation if the Company exceeded financial plan performance in 2010, which was reflective of the Company’s desire to continue to control costs, improve margins on an incremental basis, and achieve quarterly profitability by the end of 2010. Notwithstanding the Company’s performance in excess of financial plan performance, reflective of the desire to fairly compensate all of our employees, the 2010 annual incentive compensation payments to our NEOs were further reduced from what they would have been historically to provide additional funds for payment to other employees.

The Compensation Committee is responsible for implementing our executive compensation policies and programs and works closely with management, in particular our Senior Vice President of Human Resources, in assessing appropriate compensation for our NEOs. To assist in identifying appropriate levels of compensation, the Compensation Committee has historically engaged a compensation consultant. Until December 2010, the Committee continued its engagement of Towers Watson (formerly Towers Perrin). Beginning in December 2010, the Committee ended its engagement with Towers Watson and engaged the services of Meridian for assistance in compensation plan design, compensation benchmarking, and general review and advice regarding our compensation disclosures in 2011. More information on the Committee’s processes and procedures can be found above in “Compensation Committee.”

Philosophy and Objectives of Wabash National Compensation Programs

Overview

Our overall compensation philosophy is to provide compensation packages to our executives, including our NEOs, that are competitive with those of executives of similar status in the transportation industry while at the same time keeping our compensation program equitable and straightforward in structure.

While we provide a framework for compensation, we believe that the Compensation Committee must have the flexibility needed to attract and retain qualified candidates, as well as recognize individual contributions or performance over and above that which is expected.

In implementing this philosophy, we award compensation to meet our three principle objectives: aligning executive compensation with our Company’s annual and long-term performance goals; using equity-based awards to align executive and stockholder interests; and setting compensation at levels that assist us in attracting and retaining qualified executives. We accomplish these objectives through a compensation structure that includes base salary, annual (or longer term) cash incentives, and long-term equity awards. We believe that this structure allows for flexibility to attract and retain executive management, aligns management with the interests of stockholders, and reduces risks that might be associated with compensation that is focused only on the achievement of short-term objectives or performance goals.

Reflect Annual Performance Goals

As one part of our executive compensation program, we reward the achievement, and surpassing, of corporate goals. Our short-term incentive program is designed to reward participants for the achievement of annual financial and personal performance goals by providing cash and/or equity awards that are paid and/or granted if annual financial goals are met and personal performance meets expectations. We believe that the use of performance goals provides our executives with an equitable message that when the Company does well, so do they. Similarly, because

a significant portion of awards are tied to Company-wide goals, all of the participants in the plan are rewarded for superior Company performance. We also believe that the use of selected performance goals helps us to have a straightforward structure because our executives can monitor Company performance and correlate their awards to improved Company operations and performance. In short, we pay for performance — we should pay higher compensation when our management team achieves our predetermined goals, and lower compensation when it does not.

Utilize Equity-Based Awards

Our compensation program also uses equity-based awards to provide our executives with a direct incentive to seek increased long-term stockholder returns. Our stockholders receive value when our stock price increases, and by using equity-based awards our executives also receive increased value when our stock price increases. We believe that equity-based awards are an important part of an equitable structure because it is fair to our executives and to the Company that the level of rewards for our executives increase and decrease based on the return to stockholders. Similarly, equity-based awards represent our philosophy of having a straightforward structure by reminding executives that one of the best measures of long-term corporate success is increased stockholder value.

Attract and Retain Qualified Executives

We believe that the availability of qualified executive talent is limited and have designed our compensation program to help us attract qualified candidates by providing compensation that is competitive within the transportation industry and the broader market for executive talent. Perhaps more importantly, we believe that the design of our compensation program is important in helping us to keep the qualified executives we currently have.

Competitive Market Assessment

To assist in identifying and determining appropriate levels of compensation for 2010, the Compensation Committee and the Board of Directors primarily considered the continuing impact of the economy on the Company, the Company’s liquidity position at the end of 2009 and its projected liquidity position throughout 2010, and the recommendations of senior management with respect to base salary. While the Committee had considered in 2008 and 2009 a competitive market assessment that was compiled and provided by Towers Watson in 2008, in light of the conditions of the economy in general, and its effects on the condition of the Company, the Board of Directors did not request a similar assessment for determining appropriate levels of compensation in 2010.

In reviewing the competitive market data, the Compensation Committee has not historically, and did not in 2010, specifically “benchmark” or target to pay a certain percentage or level of compensation to the NEOs. Rather, the Committee considers any competitive market data it receives as an additional factor in setting pay levels and amounts. Consistent with our compensation objectives, the Compensation Committee retains the flexibility to also consider subjective factors. The Committee realizes that competitive alternatives vary from individual to individual and may extend beyond equivalent positions in our industry or at other publicly-traded or similarly-situated companies. The Committee considered subjective factors such as each executive’s contributions to our corporate performance, complexity and importance of roles and responsibilities, cost of living adjustments, position tenure, and leadership and growth potential. When determining long-term incentive compensation, the Compensation Committee also considers the cost of the plan to the Company and present and future availability of shares under our equity plans.

Elements of Compensation

Base Salary

We believe that it is a necessity to provide our executives with a portion of compensation that is fixed and liquid, and we do this through base salaries. In addition, the Compensation Committee’s decisions on base salaries impact our short-term incentive plan because target awards are designed as multiples of base salary.

The Compensation Committee reviewed the competitive market assessment provided by Towers Watson discussed above when setting 2008 base salaries and generally considered the median of the salaries covered by the assessment as the starting point of its review. The Compensation Committee selected the median as its starting point because it represents the market average for like-type positions. However, the Compensation Committee did not

directly target these amounts and primarily took into consideration other factors in determining the actual amounts to be paid, including overall experience, responsibilities, and job performance. The Compensation Committee also considers “internal equity” and compares base salaries among all of our executive officers as part of our efforts to provide equitable levels of compensation both internally and externally.

Based upon the economy in general, and its effect on the financial condition of the Company, management suggested, and the Board of Directors agreed that all NEOs receive temporary salary reductions of 16.75% in 2009. The Board of Directors and management agreed to maintain that 16.75% reduction in salaries in 2010. For 2011, in recognition of the recovering economic climate and the continuing improvement in Company performance, the Committee recommended, and the Board of Directors approved, reversing a portion of the NEO reduction in base salaries originally implemented in 2009. Specifically, the Board of Directors approved a reversal resulting in 2011 NEO base salaries being effectively 7.5% reduced-from the NEO base salaries approved by the Board of Directors in 2007. As discussed under Short-Term Incentive Plan below, the Board also approved using a portion of our 2010 short term incentive plan to make payments to our NEOs related to the reductions in their base salaries in 2010

Short-Term Incentive Plan

Our short-term incentive plan, or STI Plan, is designed to reward participants for meeting or exceeding financial and personal performance over the course of a calendar year, and in addition to our NEOs, it is available to other executives and key associates. If STI Plan targets are met, participants receive a cash bonus and/or equity award. The STI Plan motivates our NEOs to achieve goals that we believe are consistent with our current overall goals and strategic direction. We believe that achievement of these current overall goals and strategic direction will translate into long-term success for the Company and increased stockholder value.

In 2010, our STI Plan was designed to be self-funding and provided for an award pool to be used, at the discretion of management, to pay for salary/benefit restoration, bonuses, or a combination of both to all eligible employees under the STI Plan. Final award amounts and all payments to our NEOs, however, were subject to the approval of the Compensation Committee. The payout of any awards under the STI Plan was predicated on the achievement of the target financial goals, the existing business environment, and the financial ability of the Company to pay at the time of the awards. The 2010 STI Plan required achievement of certain Operating EBITDA levels (earnings before interest, taxes, preferred stock dividends, depreciation, amortization, stock-based compensation, and other non-operating income and expense, as well as, any other non-cash special charges), to fund the award pool.

We believed that Operating EBITDA was an appropriate measure for the STI Plan awards in 2010 because it was a straight-forward metric, which could be easily understood and tracked by all eligible employees, that measured the Company’s operational performance relative to its ongoing efforts to control costs, improve margins on an incremental basis, and achieve profitability. Furthermore, we believe that Operating EBITDA is a measure that investors and market analysts consider when assessing our financial performance. With the Company’s focus on returning to operational profitability in 2010, this metric provided all Company employees, including the NEOs, with an easily measurable and understandable performance target.

The 2010 STI Plan set the size of the award pool at 70% of the Company’s Operating EBITDA (prior to charges taken against Operating EBITDA relating to the STI award itself), if the Company achieved between $0 and $4.5 million in Operating EBITDA for the year ended December 31, 2010. In addition, if the Company exceeded $4.5 million in Operating EBITDA (prior to charges taken against Operating EBITDA relating to the STI award itself) during 2010, the STI Plan award pool would be increased by an additional 30% of the Company’s Operating EBITDA for every dollar over $4.5 million of Operating EBITDA. We believe this formula provided incentive to the Company’s employees, including the NEOs, to exceed financial plan performance, while also returning a significant portion of any exceptional financial performance returns to our shareholders.

For 2010, exclusive of charges taken against Operating EBITDA relating to the STI award itself, the Company achieved approximately $10.1 million in Operating EBITDA, which resulted in a STI Plan award pool of approximately $4.8 million (excluding associated employer tax expense). Thus, for the year ending December 31, 2010, the Company’s reported Operating EBITDA was approximately $4.9 million. Because the STI Plan allowed for a mix of salary/benefit restoration and bonus, the STI Plan did not set target award amounts or percentages for any of the NEOs. However, upon consideration of the proposed award amounts in February 2011, the Compensation Committee determined that the STI Plan award amounts were competitive, reasonable and appropriate, having

considered advice from management and Meridian, as well as the Company’s past target bonus levels, which were set in light of the competitive analysis received from Towers Watson in 2008. As referenced under Base Salary above, upon the advice of management, with which the Compensation Committee and the Board of Directors agreed, approximately 33% of the STI Plan award pool was used to provide, retroactively, a one-time payment equivalent to a partial 2010 salary restoration to all salaried Company employees, including the NEOs. This resulted in an incentive payment to our NEOs equivalent to a restoration of approximately 50% of the 16.75% reduction in 2010 base salaries compared to 2008 base salaries. Using the remaining balance of the STI Plan award pool, the Compensation Committee and Board of Directors approved bonus awards to all eligible employees under the STI Plan, including awards to the NEOs. All restoration and bonus awards made under the 2010 STI Plan have been paid by the Company.

The STI Plan bonus awards paid to each NEO under the STI Plan are set forth in the Summary Compensation table below. In past years, target bonus amounts under the STI Plan would have been paid as a percentage of salary for each NEO’s salary grade based on the mid-points from the 2008 competitive market assessment (i.e. 100% of salary grade 20 for Mr. Giromini and 45% of salary grade 17 for Messrs. Ehrlich, Ewald, Monahan and Weber). For the actual payments under the 2010 STI Plan, however, the Compensation Committee and senior management determined that using these targets to calculate target bonus awards (in addition to payment of the partial 2010 salary restoration awards) would result in payment of a too considerable amount of the STI Plan pool to the NEOs relative to other employees. As such, STI Plan awards to the NEOs (after payment of the salary restoration awards discussed above) were decreased by an aggregate of approximately 28% from what would have been paid using the typical STI Plan target bonus amounts, and the differential was used to pay additional STI Plan awards to other eligible Company employees under the STI Plan. Company management and the Compensation Committee believed this was appropriate to recognize the efforts and contributions of these employees in the Company’s financial turnaround in 2010.

Long-Term Incentive Plan

Our long-term incentive plan, or LTI Plan, is designed to reward our executives, including NEOs, for increasing stockholder value. As described above, we believe that a portion of executive compensation should be in the form of equity awards to align the interests of our executives and our stockholders. The LTI Plan typically consists of grants of two types of equity awards: stock options that vest equally over three years and restricted stock that vests in total at the end of three years, each contingent on the continued employment of the executive. We selected options because they require an increase in stock price to have value to the executive, aligning executive and stockholder interests; and we selected restricted shares that we believe motivate executive retention as a result of the three-year cliff vesting period.

In historically setting award sizes for the LTI Plan, the Compensation Committee determined that long-term incentive award targets were appropriately established as a percentage of each NEO’s base salary: 160% for Mr. Giromini and 80% for Messrs. Ehrlich, Ewald, Monahan and Weber. These percentages were based upon the NEOs’ grade levels (Mr. Giromini, Grade 20 and, Messrs. Ehrlich, Ewald, Monahan and Weber, Grade 17). The Compensation Committee validated that these percentages were competitive, reasonable and appropriate upon review of the competitive analysis received from Towers Watson in 2008. After establishing the targeted values, we would historically determine the number of options by taking 50% of the targeted value and dividing by the Binomial value of the option on the date of determination of the award size, and we would determine the number of shares of restricted stock by taking 50% of the targeted value and dividing by the stock price on the date of determination of the award size. To the extent necessary to manage share usage under our 2007 Omnibus Plan, we would also adjust the number of awarded options and restricted stock downward to achieve the overall desired maximum limit of total awards to be granted under the 2007 Omnibus Plan in a given year.

2010 Changes to Long-Term Incentive Plan

The Compensation Committee determined in 2010 that the LTI Plan should use awards other than restricted stock and options. This decision was based on the consideration of the anti-dilution rights held by Trailer Investments, which it held in connection with the warrant it received under the Securities Purchase Agreement and which entitled it to receive shares of Common Stock in the event the Company granted or awarded Common Stock to any employee or affiliate of the Company, in addition to consideration of the limited number of shares available in 2010 for issuance under our 2007 Omnibus Incentive Plan. For 2010, the Committee recommended, and the

Board of Directors approved, the award of stock appreciation rights and performance units, both of which would be settled in cash upon the date of vesting, and both of which were made under our 2007 Omnibus Incentive Plan.

The total pool of performance units and stock appreciation rights for award under the LTI Plan was capped at a maximum of 875,000 award units for all eligible LTI Plan participants, with a lesser number of award units to be granted if the Company did not meet certain financial objectives. The maximum number of award units was determined based upon the average number of LTI awards the Company had made to eligible participants in previous plan years. Each eligible LTI Plan participant, including each NEO, was granted stock appreciation rights having an exercise price of $7.44 (the share price of the Company’s common stock at the close of business on March 25, 2010, the date of grant). These stock appreciation rights will vest in full on the three-year anniversary of the date of grant. On the vesting date, the recipient is entitled to receive a per-right cash payout in an amount equal to the positive difference (if any) between the fair market value of a share of Common Stock on the vesting date and the exercise price. Dividends are not paid or accrued on the stock appreciation rights. The payment of any cash award on the vesting date will be dependent upon the existing business environment, and the financial ability of the Company to pay at the time of vesting. The number of stock appreciation rights granted to each NEO under the LTI Plan is set forth in the Grants of Plan-Based Awards table below.

Each eligible LTI Plan participant, including each NEO, was also granted performance units, which will vest in full on the three-year anniversary of the date of grant. Upon vesting, each recipient is entitled to receive a per-unit cash payout equivalent to the lesser of: (a) the share price of Common Stock at the close of business on the vesting date, or (b) $7.44, which was the share price of the Common Stock at the close of business on March 25, 2010, the date of grant. The payment of any cash award on the vesting date will be dependent upon the existing business environment, and the financial ability of the Company to pay at the time of vesting.

The number of performance units granted to each NEO were performance contingent, based upon achievement of a threshold, target or maximum Gross Operating EBITDA (meaning, Operating EBITDA prior to charges taken against Operating EBITDA relating to the STI awards) financial objective. The 2010 LTI Plan set the threshold Gross Operating EBITDA objective at “less than $3.5 million,” the target at “between $3.5 million and $10 million,” and the maximum at “greater than $10 million.” Similar to our STI Plan, we felt that Gross Operating EBITDA was an appropriate measure for the award of performance units because it was an easily understood metric relating to the Company’s efforts to achieve operational profitability in 2010.

For 2010, exclusive of charges taken against Operating EBITDA relating to the STI award itself, the Company achieved approximately $10.1 million in Gross Operating EBITDA, which resulted in the grant of the maximum number of awards allowable under the 2010 LTI Plan to all LTI Plan participants, including the NEOs. The total number of stock appreciation rights and performance units granted to each NEO under the 2010 LTI Plan is set forth in the Grants of Plan-Based Awards table below.

2010 One-Time Award

At the beginning of 2010, the Company made a one-time award to Mr. Weber of restricted stock and stock options in recognition of his appointment as Senior Vice President — Chief Financial Officer of the Company, which had occurred in August 2009. The size of the award [see page 27] was recommended by our CEO, consistent with a recommendation provided by Towers Watson to the Compensation Committee noting that the size of the proposed award was reasonable and consistent with awards provided among the Company’s peer group upon hiring and retaining a Chief Financial Officer. The Compensation Committee’s decision to make this award was contingent on the Trailer Investments specifically waiving anti-dilution rights that it held in connection with the warrant it received under the July 2009 Securities Purchase Agreement with Trailer Investments, LLC and which would have otherwise entitled it to receive shares of Common Stock in the event the Company granted or awarded Common Stock to any employee or affiliate of the Company.

2011 Changes to Long-Term Incentive Plan

As a result of the Second Offering, the Company no longer must take into consideration the anti-dilution rights held by Trailer Investments. In addition, as a result of the increased stock price and cancelation of some existing awards, the Company has sufficient shares for issuance under our 2007 Omnibus Incentive Plan and intends to return to its more traditional structure of a mix of options, restricted stock, and performance-based restricted stock units for use in its 2011 LTI Plan.

Equity Grant Practices

Grants of equity awards are generally made to our executives, including NEOs, at one time each year pursuant to the LTI Plan. As discussed above, the Compensation Committee typically reviews and approves awards and award levels under the LTI Plan in February of each year in conjunction with regularly scheduled meetings of the Compensation Committee and the Board of Directors. However, due to the unique nature of the 2010 LTI Plan design, awards under the LTI Plan were made on March 25, 2010. While most of our equity awards are made during the above-described time period, we occasionally make grants of options to executives at other times, including in connection with the initial hiring of a new executive or a promotion. We do not have any specific program, plan or practice related to time equity award grants to executives in coordination with the release of non-public information.

Beginning September 24, 2007, Mr. Giromini, who also serves as a director of the Company, has the authority to grant awards under the 2007 Omnibus Incentive Plan to Company employees who are not officers or directors of the Company. Only Mr. Giromini has the authority to grant equity awards, such as inducement grants, within prescribed parameters — no other executive officer has the authority to grant such awards.

All options are granted with an exercise price equal to the closing market price on the date of grant. The date of grant for our equity awards is set by the Board of Directors.

Stock Ownership Guidelines

In February 2005, we adopted stock ownership guidelines for our executive officers, including our NEOs. These guidelines are designed to encourage our executive officers to increase their equity stake in the Company and more closely align their interests with those of other stockholders. The stock ownership guidelines provide that within five years of adoption of the guidelines or employment, whichever is later, the executive officer shall own: for grade 20 executives – five times the executive’s salary, and for grades 19 through 17 executives – three times the executive’s salary; or, for grade 20 executives 120,000 shares, for grade 19 executives 45,000 shares, and for grades 18 and 17 executives 25,000 shares. As of December 31, 2010, all of our NEOs who were required to be in compliance with these guidelines were in compliance.

Our insider trading policy prohibits our executive officers, including our NEOs, from engaging in selling short our Common Stock or engaging in hedging or offsetting transactions regarding our Common Stock.

Post-Termination Compensation

Severance and Change-in-Control Agreements

In 2010, we did not have individual employment or severance agreements with any of our NEOs, other than an employment agreement with Mr. Giromini. Mr. Giromini’s agreement provides for payments and other benefits if his employment terminates based upon certain qualifying events, such as termination “without cause” or leaving employment for “good reason.” The Board believed these terms, which were negotiated when Mr. Giromini was initially hired, were necessary to hire Mr. Giromini and were consistent with industry practice.

We also have instituted a change-in-control policy applicable to our Section 16 Officers, which includes our NEOs. We determined that this policy was appropriate based on the prevalence of similar policies within our industry, as well as the dynamic nature of the business environment in which we operate. We also believe the change-in-control policy, similar to the severance provisions of Mr. Giromini’s employment agreement, is an appropriate tool to motivate executive officers to exhibit the proper behavior when considering potential business opportunities. By defining compensation and benefits payable under various merger and acquisition scenarios, change-in-control agreements enable the NEOs to set aside personal financial and career objectives and focus on maximizing stockholder value. These agreements help to minimize distractions such as the officer’s concern about what may happen to his or her position, and help to keep the officer objective in analyzing opportunities that may arise. Furthermore, they ensure continuity of the leadership team at a time when business continuity is of paramount concern. Under the terms of his employment agreement as amended in January 2007, Mr. Giromini will receive the greater of the benefits pursuant to our change-in-control policy or his employment agreement, but not both.

Additional information regarding these provisions, including a definition of key terms and a quantification of benefits that would be received assuming a triggering event on December 31, 2010, is set forth below in the Payment and Benefit Estimates Table.

Executive Severance Plan

We have adopted an Executive Severance Plan that provides for severance benefits for our officers, including our NEOs, in the event we terminate their employment without cause. Under the plan, in the absence of an employment agreement providing for superior benefits, our executives are eligible for a severance payment equal to the executive’s base salary for a period of one month or, if the executive executes a general release, for a period up to 18 months. In addition to the severance payment, our NEOs are entitled to a lump sum amount to cover post-termination healthcare premiums for the duration of the severance period. We determined this plan was appropriate based on the prevalence of similar plans within our industry and its importance in attracting and retaining qualified executives. For a quantification of the benefits that would be received assuming termination of eligible NEOs on December 31, 2010, see Payment and Benefit Estimates Table below.

Deferred Compensation Plan

We sponsor a non-qualified, unfunded deferred compensation plan that allows our directors and eligible highly-compensated employees, including the NEOs, to voluntarily elect to defer certain forms of compensation prior to the compensation being earned and vested. We make this opportunity available to our highly-compensated employees as a financial planning tool and as an additional method to save for retirement. Deferrals by executive officers generally result in the deferral of our obligation to make cash payments or issue shares of our Common Stock to those executive officers. Executive officers do not receive preferential earnings on their deferred compensation. As a result, we do not view earnings received on contributions to the deferred compensation plan as providing executives with additional compensation. Prior to August 31, 2008, the Company matched dollar-for-dollar the first 3% of compensation an executive placed into the deferred compensation plan and matched one-half the second 2%. Effective September 1, 2008, the Company match was suspended indefinitely. Participants in the Deferred Compensation Plan are general creditors of the Company. See the Non-Qualified Deferred Compensation Table below for additional information.

Executive Life Insurance Program

Pursuant to the terms of his employment agreement, we maintain a life insurance policy on Mr. Giromini. We have purchased and maintain this policy but provide Mr. Giromini with an interest in the death benefit. Mr. Giromini is responsible for taxes on the income imputed in connection with this agreement under Internal Revenue Service rules. Upon termination of employment, the life insurance policy will be assigned to Mr. Giromini or his beneficiary. This was a negotiated benefit entered into when Mr. Giromini began employment with the Company.

Retirement Benefit Plan

The Company has adopted a Retirement Benefit Plan that is also applicable to our NEOs. The purpose of the plan is to clearly define benefits that are provided to qualified associates. A “Regular Retiree” is defined as an executive attaining at least 65 years of age or older entering the tenth year of Company service. An “Early Retiree” is defined as an executive attaining at least 55 years of age and entering the fifth year of Company service. Together, Regular Retirees and Early Retirees are referred to as “Retirees”.

The plan provides that all Retiree awards continue to vest, as scheduled, in the calendar year of retirement. Early Retirees have 3 years from their retirement date to exercise options but not more than 10 years from the original date of grant. Regular Retirees have 10 years from the original grant date to exercise options. Retirees who are eligible to receive performance units of restricted stock and restricted grants that cliff vest receive a prorated award based on the Retiree’s time of participation. Death and disability benefits, as defined in each outstanding equity award agreement, and all outstanding and prospective equity awards vest in a manner consistent with vesting provisions applicable to Early Retirees.

Regardless of the effective date of retirement, Retirees are entitled to payment of all eligible and unused vacation pay, payable under and calculated pursuant to state law and Company policy, that accrues in the year of retirement. Retirees are also eligible to receive a prorated incentive in lieu of bonus, if a short-term incentive is otherwise paid to eligible associates, the year following retirement. Retirees are not required to be actively employed by the Company on the date a short-term incentive payment is made.

Prior to 2009, retirees celebrating a 5, 10, 15, or 20 or greater service anniversary in their year of retirement year receive a service award that is generally available to all associates. Service awards were suspended in 2009.

Retirees may elect to continue health care benefits generally available to all associates, in accordance with applicable state and Federal laws. In addition, Retirees receive health care discounts, generally available to all associates, which are negotiated by the Company with preferred health care providers, as allowable by the provider. Lastly, Retirees may convert their basic company paid life insurance to option life insurance per state and Federal laws and pursuant to the applicable life insurance plan document.

Deductibility Cap on Executive Compensation

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations, no tax deduction is allowed for annual compensation in excess of $1,000,000 to the NEOs. However, performance-based compensation, as defined in the tax law, is fully deductible if the programs, among other requirements, are approved by stockholders, the compensation is payable only upon attainment of pre-established, objective performance goals and the board committee that establishes such goals consists only of “outside directors” as defined for purposes of Section 162(m). For 2010, all of the members of the Compensation Committee qualified as “outside directors.” Our policy is to qualify our incentive compensation programs for full corporate deductibility to the maximum extent feasible and consistent with our overall compensation goals. All 2010 executive compensation was fully deductible.

Compensation Committee Report

The Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Wabash National Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (including through incorporation by reference to this Proxy Statement).

COMPENSATION COMMITTEE
  
Martin C. Jischke
James D. Kelly
Larry J. Magee

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors in 2010 consisted of Dr. Jischke, and Messrs. Kelly and Magee (and, until their resignation on September 21, 2010, Messrs. Lyons and Maloney). None of these individuals is currently, or has ever been, an officer or employee of Wabash National or any of our subsidiaries. In addition, during 2010, none of our executive officers served as a member of a board of directors or on the compensation committee of any other entity that had an executive officer serving on our Board of Directors or on our Compensation Committee.

Summary Compensation Table
for the Year Ended December 31, 2010

The following table summarizes the compensation of the NEOs for the year ended December 31, 2010 and for the years ended December 31, 2009 and 2008. The NEOs are the Company’s Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executive officers in 2010 as determined by taking the total compensation calculated pursuant to the table below.

Name and Principal Position		Year				Salary(1) ($)				Non-Equity Incentive Plan Compensation(2) ($)				Stock Awards(3) ($)				Option Awards(3) ($)				All Other Compensation(4) ($)				Total ($)
RICHARD J. GIROMINI President,  Chief Executive Officer			2010				516,150				498,710				892,800				455,400				67,303				2,430,363
			2009				533,796				—				294,276				124,379				71,828				1,024,279
			2008				620,000				151,776				585,331				271,834				99,582				1,728,523
MARK J. WEBER Senior Vice President –   Chief Financial Officer			2010				208,125				120,938				214,040				114,700				4,518				662,321
			2009				184,301				—				36,762				15,450				4,452				240,965
RODNEY P. EHRLICH Senior Vice President –   Chief Technology Officer			2010				245,587				104,706				171,120				86,020				6,501				613,934
			2009				253,984				—				59,644				25,211				6,642				345,481
			2008				295,000				43,277				118,266				54,924				22,547				534,014
BRUCE N. EWALD Senior Vice President –   Sales and Marketing			2010				221,445				97,278				171,120				86,020				5,155				581,018
			2009				229,016				—				59,644				25,211				4,927				318,798
TIMOTHY J. MONAHAN Senior Vice President –   Human Resources			2010				210,623				111,189				193,440				101,200				4,988				621,440
			2009				217,823				—				59,644				25,211				4,797				307,475
			2008				253,000				39,392				118,266				54,924				19,705				485,287

Grants of Plan-Based Awards
for the Year Ended December 31, 2010

Name		Grant Date(1)				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)				All Other Stock Awards: Number of Shares of Stock or Units(3) (#)				All Other Option Awards: Number of Securities Underlying Options(4) (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards(5) ($)
Richard J. Giromini			3/25/10				—				120,000				—				—				892,800
			3/25/10				—				—				90,000				7.44				455,400
Mark J. Weber			1/5/10				—				10,000	(6)			—				—				20,600
			1/5/10				—				—				10,000	(6)			2.06				13,500
			3/25/10				—				26,000				—				—				193,440
			3/25/10				—				—				20,000				7.44				101,200
Rodney P. Ehrlich			3/25/10				—				23,000				—				—				171,120
			3/25/10				—				—				17,000				7.44				86,020
Bruce N. Ewald			3/25/10				—				23,000				—				—				171,120
			3/25/10				—				—				17,000				7.44				86,020
Timothy J. Monahan			3/25/10				—				26,000				—				—				193,440
			3/25/10				—				—				20,000				7.44				101,200

Name		Recommended Grant at Threshold Achievement Level Gross EBITDA < $3.5 M				Recommended Grant at Mid-Level Achievement Level Gross EBITDA of $3.5 – $10 M				Recommended Grant at Maximum Achievement Level Gross EBITDA > $10 M
Richard J. Giromini			45,000				90,000				120,000
Mark J. Weber			10,000				20,000				26,000
Rodney P. Ehrlich			8,500				17,000				23,000
Bruce N. Ewald			8,500				17,000				23,000
Timothy J. Monahan			10,000				20,000				26,000

Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

For Mr. Giromini, the amounts disclosed in the tables above are in part a result of the terms of his employment agreement. We have no other employment agreements with our NEOs.

Effective January 1, 2007, the Board appointed Mr. Giromini to serve as Chief Executive Officer and his employment agreement was amended. Below is a description of Mr. Giromini’s employment agreements in effect since 2002.

In June 2002, we entered into an employment agreement with Mr. Giromini to serve as Chief Operating Officer effective July 15, 2002 through July 15, 2003. The term of Mr. Giromini’s employment automatically renewed for successive one-year periods unless and until either party provided written notice, not less than 60 days prior to the end of the then current term, of their intent not to renew the agreement. Mr. Giromini’s initial base salary was $325,000 per year, subject to annual adjustments. On January 1, 2007, in connection with Mr. Giromini becoming our Chief Executive Officer, we entered into an amendment to his employment agreement to provide that Mr. Giromini’s title and duties will be those of the President and Chief Executive Officer. The amendment provides that Mr. Giromini will receive an annual base salary of not less than $620,000 and is eligible for an annual incentive bonus targeted at 80% of his base for 2009, which was increased to 100% of his base salary by action of the Board taken in February 2010. The actual annual incentive bonus for Mr. Giromini may range from 0% to 200% of base salary and is determined at the discretion of the Board on an annual basis, based upon Company and individual performance criteria set by the Board each year. In addition, Mr. Giromini is entitled to payment of an additional sum to enable Mr. Giromini to participate in an executive life insurance program. Effective December 31, 2010, we entered into an amendment to his employment agreement for purposes of clarifying language in connection with Section 409A of the Internal Revenue Code of 1986, as amended.

A description of the termination provisions, whether or not following a change-in-control, and a quantification of benefits that would be received by Mr. Giromini can be found under the heading “Potential Payments upon Termination or Change-in-Control.”

Outstanding Equity Awards at Fiscal Year-End
December 31, 2010

Name		Option Awards																				Stock Awards
		Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable(1) (#)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested(9) ($)
Richard J. Giromini			—				—				—				—				—				1,897	(2)			22,479
			—				—				—				—				—				31,877	(3)			377,742
			—				—				—				—				—				120,000	(4)			892,800
			65,000				—				—				8.65				7/15/2012				—				—
			35,000				—				—				9.03				1/17/2013				—				—
			—				90,000	(5)			—				7.44				3/25/2013				—				—
			9,900				—				—				23.90				5/20/2014				—				—
			9,560				—				—				26.93				3/7/2015				—				—
			24,710				—				—				16.81				5/18/2016				—				—
			90,000				—				—				14.19				5/24/2017				—				—
			45,533				22,767				—				8.57				2/6/2018				—				—
			19,743				39,485				—				3.59				2/11/2019				—				—
Mark J. Weber			—				—				—				—				—				8,900	(6)			105,465
			—				—				—				—				—				10,000	(7)			118,500
			—				—				—				—				—				10,240	(8)			121,344
			—				—				—				—				—				26,000	(4)			193,440
			—				20,000	(5)			—				7.44				3/25/2013				—				—
			2,000				—				—				20.73				8/8/2015				—				—
			4,660				—				—				16.81				5/18/2016				—				—
			7,500				—				—				14.19				5/24/2017				—				—
			5,933				2,967				—				8.57				2/6/2018				—				—
			2,453				4,904				—				3.59				2/11/2019				—				—
			—				10,000				—				2.06				1/5/2020				—				—
Rodney P. Ehrlich			—				—				—				—				—				383	(2)			4,539
			—				—				—				—				—				6,461	(3)			76,563
			—				—				—				—				—				23,000	(4)			171,120
			20,000				—				—				9.03				1/17/2013				—				—
			—				17,000	(5)			—				7.44				3/25/2013				—				—
			4,800				—				—				23.90				5/20/2014				—				—
			5,180				—				—				26.93				3/7/2015				—				—
			12,550				—				—				16.81				5/18/2016				—				—
			18,000				—				—				14.19				5/24/2017				—				—
			9,200				4,600				—				8.57				2/6/2018				—				—
			4,002				8,003				—				3.59				2/11/2019				—				—

Name		Option Awards																				Stock Awards
		Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable(1) (#)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested(9) ($)
Bruce N. Ewald			—				—				—				—				—				383	(2)			4,539
			—				—				—				—				—				6,461	(3)			76,563
			—				—				—				—				—				23,000	(4)			171,120
			—				17,000	(5)			—				7.44				3/25/2013				—				—
			10,000				—				—				25.41				3/21/2015				—				—
			11,150				—				—				16.81				5/18/2016				—				—
			27,000				—				—				14.19				5/24/2017				—				—
			9,200				4,600				—				8.57				2/6/2018				—				—
			4,002				8,003				—				3.59				2/11/2019				—				—
Timothy J. Monahan			—				—				—				—				—				383	(2)			4,539
			—				—				—				—				—				6,461	(3)			76,563
			—				—				—				—				—				26,000	(4)			193,440
			—				20,000	(5)			—				7.44				3/25/2013				—				—
			10,000				—				—				20.15				10/27/2013				—				—
			4,200				—				—				23.90				5/20/2014				—				—
			4,290				—				—				26.93				3/7/2015				—				—
			10,590				—				—				16.81				5/18/2016				—				—
			27,000				—				—				14.19				5/24/2017				—				—
			9,200				4,600				—				8.57				2/6/2018				—				—
			4,002				8,003				—				3.59				2/11/2019				—				—

Expiration Date		Vesting Schedule and Date
3/25/2013			Vests in full on March 25, 2013 (see note 5, below)
2/6/2018			One installment on February 6, 2011
2/11/2019			Two equal installments on February 11, 2011 and 2012
1/5/2020			Three equal installments on January 5, 2011, 2012, and 2013

With regard to Messrs. Giromini, Ehrlich, Ewald, and Monahan, stock options are subject to accelerated vesting as they are retirement eligible in accordance with the Company’s Retirement Benefit Plan and the 2007 Omnibus Incentive Plan. Their options will vest on January 1 in the year the options would otherwise vest, and may be exercised prior to the expiration dates listed above.

The following table sets forth information concerning the exercise of options and the vesting of stock awards during 2010 by each of the NEOs:

Option Exercises and Stock Vested

Name		Option Awards								Stock Awards(1)
		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)
Richard J. Giromini			—				—				102,433				712,598
Mark J. Weber			—				—				4,166				28,981
Rodney P. Ehrlich			—				—				18,028				121,910
Bruce N. Ewald			—				—				35,570				290,468
Timothy J. Monahan			—				—				13,221				116,643

Eligible highly-compensated employees, including the NEOs, may defer receipt of all or part of their cash compensation (base salary and annual incentive compensation) under the non-qualified deferred compensation plan. Amounts deferred under this program are invested among the investment funds listed in the Service Agreement for the program from time to time pursuant to the participant’s direction and participants become entitled to the returns on those investments. Prior to 2008, participants could elect to receive the funds in a lump sum or in up to 10 annual installments following retirement, but could not make withdrawals during their employment, except in the event of hardship as approved by the Company. A new plan, effective January 1, 2008, allows limited in-service distributions. The deferred compensation plan is unfunded and subject to forfeiture in the event of bankruptcy.

The following table sets forth information concerning NEOs’ contributions and earnings with respect to the Company’s non-qualified deferred compensation plan:

Non-Qualified Deferred Compensation

Name		Executive Contribution in last FY(1) ($)				Registrant Contributions in last FY(2) ($)				Aggregate Earnings in last FY ($)				Aggregate Withdrawals/ Contributions ($)				Aggregate Balance at Last FYE(3) ($)
Richard J. Giromini			12,756				—				36,079				—				417,148
Mark J. Weber			9,392				—				12,353				—				109,386
Rodney P. Ehrlich			64,402				—				34,421				—				336,530
Bruce N. Ewald			—				—				6,505				—				56,857
Timothy J. Monahan			12,999				—				4,718				—				169,340

Name		2010 ($)				Prior Years ($)
Richard J. Giromini			12,756				311,422
Mark J. Weber			9,392				100,745
Rodney P. Ehrlich			64,402				251,151
Bruce N. Ewald			—				56,867
Timothy J. Monahan			12,999				210,349

Potential Payments on Termination or Change-in-Control

The section below describes the payments that may be made to NEOs in connection with a change-in-control or pursuant to certain termination events.

Executive Severance Plan.  In the absence of an employment agreement that provides for superior benefits, our Executive Severance Plan provides severance benefits to our officers, including our NEOs, in the event we terminate their employment without cause. Under this plan, our NEOs are eligible for a severance payment, on a bi-weekly basis, equal to the NEO’s base salary for a period of one month or, if the executive executes a general release, for a period of up to 18 months. In addition to the severance payment, the executive is entitled to receive a lump sum amount equal to his or her COBRA healthcare premiums for the duration of the severance period.

Change-in-Control.  We provide severance pay and benefits in connection with a “change-in-control” and Qualifying Termination, as defined below, to the Company’s Section 16 Officers, including all of the NEOs, in accordance with the terms of a change-in-control policy that we adopted in May 2008, and revised in December 2010 for purposes of clarifying the meaning of the terms “cause” and “good reason” under the policy. Benefits under the policy are payable in the event of a termination within twelve months after a change-in-control that is either by Wabash “without cause” or by the executive for “good reason” (a “Qualifying Termination”). In the case of Mr. Giromini, he will not receive payments under our change-in-control policy if he is entitled to greater benefits under the terms of his employment agreement, as described below. An executive must execute a release in favor of the Company to receive benefits under the policy.

Our equity incentive plans provide that, upon a corporate transaction, all outstanding shares of restricted stock and all stock units shall vest in full. All outstanding stock options and stock appreciation rights shall either (i) become immediately exercisable for a period of fifteen days prior to the scheduled consummation of the corporate transaction or (ii) our Board may elect, in its sole discretion, to cancel any outstanding awards of stock options, restricted stock, stock units and/or stock appreciation units and pay to the holder, in the case of restricted stock or stock units, an amount equal to the per share corporate transaction consideration or, in the case of stock options or stock appreciation rights, an amount equal to the number of shares of stock subject to the stock option or stock appreciation right multiplied by the difference of the per share corporate transaction consideration and the exercise price of the stock option or stock appreciation price. Accelerated vesting upon a “corporate transaction” will not

occur to the extent that provision is made in writing in connection with the corporate transaction for the assumption or continuation of the outstanding awards, or for the substitution of such outstanding awards for similar awards relating to the stock of the successor entity, or a parent or subsidiary of the successor entity, with appropriate adjustments to the number of shares of stock that would be delivered and the exercise price, grant price or purchase price relating to any such award.

For this purpose, a “corporate transaction” is generally defined as our dissolution or liquidation or a merger, consolidation, or reorganization between us and one or more other entities in which we are not the surviving entity; a sale of substantially all of our assets to another person or entity; or any transaction that results in any person or entity, other than persons who are stockholders or affiliates immediately prior to the transaction, owning 50% or more of the combined voting power of all classes of our stock.

In the case of Mr. Giromini, the benefits under the policy upon a Qualifying Termination are a severance payment of two times base salary plus two times his target bonus for the year in which the Qualifying Termination occurs. In addition, a payment will be made for a pro-rata portion of his target bonus for the current year, and health benefits will be continued for two years (or until he obtains comparable coverage).

In the case of our NEOs, other than Mr. Giromini, the benefits under the policy upon a Qualifying Termination are a severance payment of one and one-half times base salary plus one and one-half times the executive’s target bonus for the year in which the Qualifying Termination occurs. In addition, a payment will be made for a pro-rata portion of the executive’s target bonus for the current year, and health benefits will be continued for one and one-half years (or until comparable coverage is obtained by the executive).

Mr. Giromini’s Agreement.  Mr. Giromini’s employment agreement has certain provisions that provide for payments to him in the event of the termination of his employment or in the event of a termination of his employment in connection with a change-in-control.

The payments and benefits payable to Mr. Giromini in connection with a termination without cause or for good reason are contingent upon his execution of a negotiated general release of all claims within 45 days following his termination of employment. Mr. Giromini has also agreed not to compete with us during the term of his agreement and for a period of two years after termination for any reason. As provided for under the Company’s change-in-control policy and his employment agreement, Mr. Giromini, upon a change-in-control, is entitled to receive benefits under either the change-in-control policy or his employment agreement, but not both.

For purposes of Mr. Giromini’s employment agreement, the following definitions apply:

Payment and Benefit Estimates

The table below was prepared to reflect the estimated payments that would have been made pursuant to the policies and agreements described above. Except as otherwise noted, the estimated payments were calculated as though the applicable triggering event occurred and the NEO’s employment was terminated on December 31, 2010, using the share price of $11.85 of our Common Stock as of December 31, 2010.

Executive		Aggregate Severance Pay ($)				Accelerated Vesting of Equity Value								Welfare Benefits Continuation ($)				Life Insurance Benefit ($)				Parachute Tax Gross-up Payment ($)				Total ($)
						Restricted Stock(1) ($)				Stock Options(2) ($)
Richard J. Giromini
Termination without cause or by executive for good reason			2,520,800				—				—				146,109				—				—				2,666,909
Termination following a change-in-control			2,689,523				1,293,022				797,722				219,163				—				1,684,108				6,683,537
Change-in-Control			—				1,293,022				797,722				—				—				—				2,090,744
Termination as the Result of Death			—				—				—				—				2,594,192				—				2,594,192
Mark J. Weber
Termination without cause or by executive for good reason			375,000				—				—				19,433				—				—				394,433
Termination following a change-in-control			550,230				538,749				236,339				12,955				—				—				1,338,273
Change-in-Control			—				538,749				236,339				—				—				—				775,088
Rodney P. Ehrlich
Termination without cause or by executive for good reason			442,500				—				—				15,596				—				—				458,096
Termination following a change-in-control			617,730				252,221				156,163				10,397				—				—				1,036,511
Change-in-Control			—				252,221				156,163				—				—				—				408,384
Bruce N. Ewald
Termination without cause or by executive for good reason			399,000				—				—				21,598				—				—				420,598
Termination following a change-in-control			574,230				252,221				156,163				14,399				—				—				997,013
Change-in-Control			—				252,221				156,163				—				—				—				408,394
Timothy J. Monahan
Termination without cause or by executive for good reason			379,500				—				—				14,830				—				—				394,330
Termination following a change-in-control			554,730				274,541				169,393				9,887				—				—				1,008,551
Change-in-Control			—				274,541				169,393				—				—				—				443,934

General Assumptions

Equity-based Assumptions

Equity Compensation Plan Information

The following table summarizes information regarding our equity compensation plan as of December 31, 2010:

PLAN CATEGORY

NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(2)

WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS

NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS(3)

Equity Compensation Plans Approved by Security Holders(1)

1,659,257

$12.19

941,329

Restricted Stock Grants

We have issued an aggregate of 323,070 shares of restricted stock pursuant to the Wabash National Corporation 2004 Stock Incentive Plan, of which 94,697 were forfeited or otherwise cancelled, and 228,373 vested on or before December 31, 2010, with no shares remaining subject to forfeiture as of that date. We have issued an aggregate of 1,210,294 shares of restricted stock pursuant to the Wabash National Corporation 2007 Omnibus Incentive Plan, of which 388,166 were forfeited or otherwise cancelled, and 441,868 vested on or before December 31, 2010, with 380,260 remaining subject to forfeiture as of that date.

PROPOSAL 2
Approval of the Corporation’s 2011 Equity Compensation Plan

Overview

Our Board of Directors approved the Wabash National Corporation 2011 Omnibus Incentive Plan (the “2011 Plan”) on February 24, 2011, subject to approval from our stockholders. We are asking our stockholders to approve our 2011 Plan as we believe that approval of the 2011 Plan is essential to our continued success.

The purpose of the 2011 Plan is to provide eligible persons with an incentive to contribute to the success of the Company and to operate and manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability to benefit its stockholders and other important stakeholders, including its employees and customers, and (b) provide a means of obtaining, rewarding and retaining key personnel. The Board believes that grants of awards under the 2011 Plan will be a valuable incentive and will serve to the ultimate benefit of stockholders by aligning more closely the interests of 2011 Plan participants, including members of our management team, with those of our stockholders.

If our stockholders approve the 2011 Plan, the number of shares of our common stock reserved for issuance under the 2011 Plan will be equal to the sum of 4,650,000 shares, plus the number of shares available for awards under our 2007 Omnibus Plan, as amended (the “2007 Plan”) as of the date of the Company’s 2011 stockholders annual meeting.

On the record date, April 7, 2011, the closing price of our common stock was $11.48 per share, and there were 6 executive officers, 6 non-employee directors and approximately 72 employees of the Company and its affiliates who were eligible to participate in the 2007 Plan. There are currently no participants in the 2011 Plan. Because participation and the types of awards under the 2011 Plan are subject to the discretion of the Compensation Committee, the benefits or amounts that will be received by any participant or groups of participants if the 2011 Plan is approved are not currently determinable.

Description of the 2011 Plan

The following is a summary of the principal features of the 2011 Plan. This summary is qualified in its entirety by the more detailed terms and conditions of the 2011 Plan, a copy of which is attached as Exhibit A to this proxy statement. We intend to file a registration statement under the Securities Act of 1933, as amended, to register the shares to be issued pursuant to the 2011 Plan promptly following stockholder approval of the 2011 Plan.

Administration

The 2011 Plan will be administered by the Compensation Committee of the Board of Directors. Subject to the terms of the 2011 Plan, the Compensation Committee may select participants to receive awards, determine the types of awards and terms and conditions of awards, and interpret provisions of the 2011 Plan. Except as the Board may otherwise determine, the Committee appointed by the Board to administer the 2011 Plan will consist of two or more directors of the Company who: (a) are not officers or employees of the Company, (b) qualify as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code, (c) meet such other requirements as may be established from time to time by the SEC for plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and (d) comply with the independence requirements of the stock exchange on which the our common stock is listed. Members of the Compensation Committee serve at the pleasure of the Board of Directors. The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who may also be officers or employees of the Company, to administer the Plan with respect to employees or other service providers who are not executive officers or directors of the Company.

Common Stock Reserved for Issuance under the 2011 Plan

The shares of common stock reserved for issuance under the 2011 Plan consists of authorized but unissued shares or treasury shares or any combination thereof.

Share Usage

Under the terms of the 2011 Plan, any shares of our common stock that are subject to awards will be counted against the 2011 Plan share limit as one share for every one share subject to the award. Shares subject to awards granted under the 2011 Plan or the 2007 Plan that terminate by expiration, forfeiture, cancellation, or which are

settled in cash in lieu of shares or are exchanged prior to the issuance of shares for awards not involving shares shall be available again for grant under the 2011 Plan. Any shares tendered to pay the option price of an option granted under the 2011 Plan or the 2007 Plan or to satisfy tax withholding obligations associated with an award granted under either plan, shall become available again for grant under the 2011 Plan. Any shares that were subject to a stock appreciation right (“SAR”) granted under the 2011 Plan that were not issued upon the exercise of such SAR shall become available again for grant under the 2011 Plan.

Eligibility

Awards may be made under the 2011 Plan to employees, officers or directors of the Company or any of our affiliates, or a consultant (who is a natural person) or adviser (who is a natural person) currently providing services to the Company or any of our affiliates.

Amendment or Termination of the 2011 Plan

The Board of Directors may terminate, suspend, or amend the 2011 Plan at any time and for any reason as to any shares as to which awards have not been made. The 2011 Plan will terminate in any event ten years after the effective date of the 2011 Plan, which will be May 19, 2021 if the 2011 Plan is adopted at the Annual Meeting. Amendments will be submitted for stockholder approval to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements. In addition, no amendment may be made to the no-repricing provisions described below without the approval of the Company’s stockholders.

No-Repricing

Under the 2011 Plan, except in connection with certain corporate transactions, no amendment or modification may be made to an outstanding stock option or SAR, including, without limitation, by replacement of stock options or SARs with another award type, that would be treated as a repricing under the rules of the stock exchange on which our common stock is listed or would replace stock options or SARs with cash, in each case, without the approval of the stockholders provided, that, appropriate adjustments may be made to outstanding stock options and SARs to achieve compliance with applicable law, including the Internal Revenue Code.

Option

The 2011 Plan permits the granting of options to purchase shares of our common stock intended to qualify as incentive stock options under the Internal Revenue Code and stock options that do not qualify as incentive stock options. The exercise price of each stock option may not be less than 100% of the fair market value of our common stock on the date of grant date. The fair market value is generally determined as the closing price of the common stock on the grant date or other determination date. In the case of certain 10% stockholders who receive incentive stock options, the exercise price may not be less than 110% of the fair market value of the common stock on the date of grant. An exception to these requirements is made for options that the Company grants in substitution for options held by employees of companies that the Company acquires. In such a case the exercise price is adjusted to preserve the economic value of the employee’s stock option from his or her former employer.

The term of each stock option is fixed by the Compensation Committee and may not exceed 10 years from the date of grant (five years if the optionee is a 10% stockholder and the option is intended to be an incentive stock option). The Compensation Committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options may be made exercisable in installments. The exercisability of options may be accelerated by the Compensation Committee.

In general, an optionee may pay the exercise price of an option by cash or cash equivalents, or, if the option agreement so provides, by tendering shares of our common stock with a fair market value equal to the option exercise price, by means of a broker-assisted cashless exercise or, any combination thereof. An award agreement may provide for other methods as well.

Other Awards

Under the 2011 Plan, the following types of awards may also be made:

SARs.  A SAR is an award that gives the holder the right to receive, upon exercise thereof, the excess of (a) the fair market value of one share of our common stock on the date of exercise over (b) the SAR exercise price on

the grant date. The SAR exercise price must be at least equal to the fair market value of a share of our common stock on the date of grant, as determined in accordance with the 2011 Plan.

Restricted Stock.  Restricted stock is an award of shares of our common stock, which may be granted for no consideration (other than the par value of the shares which is deemed paid by services). At the time a grant of restricted stock is made, the Compensation Committee may establish a period of time applicable to such restricted stock. The Compensation Committee also may, at the time of grant, prescribe restrictions in addition to or other than the expiration of the restricted period, including the satisfaction of corporate or individual performance objectives, applicable to all or any portion of the award of restricted stock. There is a minimum three-year vesting requirement for time-vested restricted stock awards and deferred stock unit awards and one-year minimum vesting requirement for performance-vesting restricted stock awards and deferred stock unit awards, with up to ten percent of shares reserved for issuance under the plan carved-out from the foregoing minimum requirements. Further, the foregoing limitation does not apply to any dividends or dividend equivalent rights, or other distributions, issued in connection with any award granted at any time under the 2011 Plan.

Unless the Compensation Committee provides otherwise in the award agreement, holders of restricted stock will have the right to vote such stock and the right to receive any dividends declared or paid with respect to such stock. The Compensation Committee may provide that any dividends paid on restricted stock must be reinvested in shares of our common stock, which may or may not be subject to the same vesting conditions and restrictions applicable to the restricted stock.

Unrestricted Stock.  An award of unrestricted stock is an award of shares of our common stock free of restrictions. The Compensation Committee may grant (or sell at par value or such other higher purchase price determined by the Compensation Committee) an award of shares of unrestricted stock under the 2011 Plan. Unrestricted stock awards may be granted or sold as described in the preceding sentence in respect of services and other valid consideration, or in lieu of, or in addition to, any cash compensation due to the grantee.

Deferred Stock Units.  A stock unit is a bookkeeping entry that represents the equivalent of one share of Company common stock. The same terms and restrictions as may be set forth by the Compensation Committee with respect to shares of restricted stock apply to deferred stock units. However, holders of deferred stock units will have no rights as stockholders or any other rights (other than those of a general creditor of the Company). The Compensation Committee may provide that the holder of deferred stock units will be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding common stock, a cash payment for each stock unit held equal to the per-share dividend paid on our common stock. The Compensation Committee may also provide in the award agreement that such cash payment will be deemed reinvested in additional deferred stock units at a price per unit equal to the fair market value of a share of Company common stock on the date that such dividend is paid.

Dividend Equivalent Rights.  A dividend equivalent right is an award entitling the recipient to receive credits based on cash distributions that would have been paid on the shares of our common stock specified in the dividend equivalent right (or other award to which it relates) if such shares had been issued to and held by the recipient. The terms and conditions of dividend equivalent rights will be specified in the grant. Except as may otherwise be provided by the Compensation Committee either in the award Agreement, in another agreement with the recipient, or in writing after the award agreement is issued, a recipient’s rights in all dividend equivalent rights will automatically terminate upon the recipient’s termination of service for any reason.

Performance-Based Awards.  These awards are awards of options, SARs, restricted stock, deferred stock units, performance shares or other equity-based awards made subject to the achievement of performance goals over a performance period specified by the Compensation Committee and that comply with applicable law. Subject to the terms of the 2011 Plan, the Compensation Committee may pay earned shares or units in cash or in shares of our common stock (or in a combination of cash and shares of our common stock) equal to the value of the earned common stock or units at the close of the applicable performance period or as soon as practicable thereafter. Performance-based awards to individuals who are covered under Section 162(m) of the Internal Revenue Code, or who the Compensation Committee designates as likely to be covered in the future, will comply with the requirement that payments to such employees qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code (as described below) to the extent that the Compensation Committee so designates. Such employees include the chief executive officer and the three highest compensated executive officers (other than the chief financial officer) determined at the end of each year (the “covered employees”).

Recoupment

Award agreements for awards granted pursuant to the 2011 Plan may be subject to mandatory repayment by the recipient to the Company of any gain realized by the recipient to the extent the recipient is in violation of or in conflict with certain agreements with the Company (including but not limited to an employment or non-competition agreement). The Company may also annul an award if the recipient is an employee and is terminated for Cause as defined in the applicable award agreement, the 2011 Plan, or any other agreement with the Company.

Any award granted pursuant to the 2011 Plan shall be subject to mandatory repayment to the extent the recipient is, or in the future becomes, subject to any Company “clawback” or recoupment policy that requires the repayment to the Company of compensation paid to by the Company or an affiliate in the event that such recipient fails to comply with, or violates, the terms or requirements of such policy.

If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, a recipient subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 and any recipient who knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or was grossly negligent in failing to prevent the misconduct, shall reimburse the Company the amount of any payment in settlement of an award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.

Notwithstanding any other provision of the 2011 Plan or any provision of any award agreement, if the Company is required to prepare an accounting restatement, the recipient shall forfeit any cash or stock received in connection with an award (or an amount equal to the fair market value of such stock on the date of delivery thereof to the recipient if the recipient no longer holds the common stock) if, pursuant to the terms of the award agreement for such award, the amount of the award earned or the vesting in the award was expressly based on the achievement of pre-established performance goals set forth in the award agreement (including earnings, gains, or other performance goals) that are later determined, as a result of the accounting restatement, not to have been achieved.

Effect of Certain Corporate Transactions

Certain change of control transactions involving us, such as a sale of the Company, may cause awards granted under the 2011 Plan to vest, unless the awards are continued or substituted for in connection with the change of control transaction.

Adjustments for Stock Dividends and Similar Events

The Compensation Committee will make appropriate adjustments in outstanding awards and the number of shares available for issuance under the 2011 Plan, including the individual limitations on awards, to reflect stock splits and other similar events.

Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code limits publicly-held companies such as the Company to an annual deduction for federal income tax purposes of $1 million for compensation paid to their covered employees. However, performance-based compensation is excluded from this limitation. The 2011 Plan is designed to permit the Compensation Committee to grant stock options and stock appreciation rights that qualify as performance-based for purposes of satisfying the conditions of Section 162(m).

To qualify as performance-based:

In the case of compensation attributable to stock options, the performance goal requirement (summarized in (i) above) is deemed satisfied, and the certification requirement (summarized in (v) above) is inapplicable, if the grant or award is made by the Compensation Committee; the 2011 Plan under which the option is granted states the maximum number of shares with respect to which options may be granted during a specified period to an employee; and under the terms of the option, the amount of compensation is based solely on an increase in the value of the Company’s common stock after the date of grant.

Under the 2011 Plan, the performance goals upon which the payment of a performance-based award to a covered employee that is intended to qualify as performance-based compensation are limited to the following performance measures and subject to compliance with applicable law:

Any performance measure(s) may be used to measure (i) the performance of the Company, a subsidiary, and/or an affiliate as a whole, (ii) the Company, any subsidiary, and/or any other affiliate or any combination, or (iii) any business unit of the Company, subsidiary, and/or affiliate or any combination thereof, as the Compensation Committee may deem appropriate. The Company may also use any of the above performance measures as compared to the performance of a group of comparator companies, or published or special index that the Compensation Committee, deems appropriate. The Company may also select performance measure (j) above as compared to

various stock market indices. The Compensation Committee also has the authority to provide for accelerated vesting of any award based on the achievement of performance goals pursuant to the performance measures specified above.

Under the Internal Revenue Code, a director is an “outside director” of the Company if he or she is not a current employee of the Company; is not a former employee who receives compensation for prior services (other than under a qualified retirement plan); has not been an officer of the Company; and does not receive, directly or indirectly (including amounts paid to an entity that employs the director or in which the director has at least a five percent ownership interest), remuneration from the Company in any capacity other than as a director.

The maximum number of shares of Company common stock subject to options or SARs that can be awarded under the 2011 Plan to any person is 750,000 per calendar year; provided, however, the maximum number of shares of Company common stock subject to options or SARs that can be granted under the 2011 Plan to any person in the year that the person is first employed by the Company, or any affiliate, is 1,000,000.

The maximum number of shares that can be granted under the 2011 Plan, other than pursuant to options or SARs is 500,000 per calendar year; provided, however, the maximum number of shares of Company common stock subject to awards other than options or SARs that can be granted under the 2011 Plan to any person in the year that the person is first employed by the Company, or any affiliate, is 600,000.

The maximum amount that may be paid as a performance-based cash-settled award in a 12 month performance period to any person is $2,500,000 and the maximum amount that may be paid as performance-based cash-settled awards in respect of a performance period greater than 12 months by any person shall be $5,000,000.

The preceding limitations are subject to adjustment for stock dividends and similar events as provided in the 2011 Plan.

Federal Income Tax Consequences

Non-Qualified Options

The grant of an option will not be a taxable event for the grantee or the Company. Upon exercising a non-qualified option, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the Company common stock on the date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a non-qualified option, the grantee will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares of Company common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised).

If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time the grantee recognizes ordinary income.

A grantee who has transferred a non-qualified stock option to a family member by gift will realize taxable income at the time the non-qualified stock option is exercised by the family member. The grantee will be subject to withholding of income and employment taxes at that time. The family member’s tax basis in the shares of Company common stock will be the fair market value of the shares of Company common stock on the date the option is exercised. The transfer of vested non-qualified stock options will be treated as a completed gift for gift and estate tax purposes. Once the gift is completed, neither the transferred options nor the shares acquired on exercise of the transferred options will be includable in the grantee’s estate for estate tax purposes.

In the event a grantee transfers a non-qualified stock option to his or her ex-spouse incident to the grantee’s divorce, neither the grantee nor the ex-spouse will recognize any taxable income at the time of the transfer. In general, a transfer is made “incident to divorce” if the transfer occurs within one year after the marriage ends or if it is related to the end of the marriage (for example, if the transfer is made pursuant to a divorce order or settlement agreement). Upon the subsequent exercise of such option by the ex-spouse, the ex-spouse will recognize taxable income in an amount equal to the difference between the exercise price and the fair market value of the shares of Company common stock at the time of exercise. Any distribution to the ex-spouse as a result of the exercise of the option will be subject to employment and income tax withholding at this time.

Incentive Stock Options

The grant of an option will not be a taxable event for the grantee or for the Company. A grantee will not recognize taxable income upon exercise of an incentive stock option (except that the alternative minimum tax may apply), and any gain realized upon a disposition of the Company common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain if the grantee holds the shares of Company common stock for at least two years after the date of grant and for one year after the date of exercise (the “holding period requirement”). We will not be entitled to any business expense deduction with respect to the exercise of an incentive stock option, except as discussed below.

For the exercise of an option to qualify for the foregoing tax treatment, the grantee generally must be our employee or an employee of our subsidiary from the date the option is granted through a date within three months before the date of exercise of the option.

If all of the foregoing requirements are met except the holding period requirement mentioned above, the grantee will recognize ordinary income upon the disposition of the Company common stock in an amount generally equal to the excess of the fair market value of the Company common stock at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. We will be allowed a business expense deduction to the extent the grantee recognizes ordinary income, subject to our compliance with Section 162(m) of the Internal Revenue Code and to certain reporting requirements.

SARs

There are no immediate tax consequences of receiving an award of SARs that is settled in Company common stock under the 2011 Plan. Upon exercising a SAR that is settled in Company common stock, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the Company common stock on the date of exercise. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Restricted Stock

A grantee who is awarded restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award, provided that the shares of Common Stock are subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of forfeiture). However, the grantee may elect under Section 83(b) of the Internal Revenue Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the Company common stock on the date of the award (less the purchase price, if any), determined without regard to the restrictions. If the grantee does not make such a Section 83(b) election, the fair market value of the Company common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse and dividends paid while the Company common stock is subject to restrictions will be subject to withholding taxes. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Unrestricted Stock

Participants who are awarded unrestricted Company common stock will be required to recognize ordinary income in an amount equal to the fair market value of the shares of Company common Stock on the date of the award, reduced by the amount, if any, paid for such shares. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Deferred Stock Units

There are no immediate tax consequences of receiving an award of deferred stock units under the 2011 Plan. A grantee who is awarded deferred stock units will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such grantee at the end of the restriction period or, if later, the payment

date. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Dividend Equivalent Rights

Participants who receive dividend equivalent rights will be required to recognize ordinary income in an amount distributed to the grantee pursuant to the award. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Performance-Based Awards

The award of a performance-based award will have no federal income tax consequences for us or for the grantee. The payment of the award is taxable to a grantee as ordinary income. If we comply with applicable reporting requirements and with the restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Section 280G

To the extent payments which are contingent on a change in control are determined to exceed certain Code limitations, they may be subject to a 20% nondeductible excise tax and the Company’s deduction with respect to the associated compensation expense may be disallowed in whole or in part.

Section 409A

The Company intends for awards granted under the 2011 Plan to comply with Section 409A of the Code. To the extent a grantee would be subject to the additional 20% excise tax imposed on certain nonqualified deferred compensation plans as a result of a provision of an award under the 2011 Plan, the provision will be deemed amended to the minimum extent necessary to avoid application of the 20% excise tax.

Board Recommendation

The Board of Directors UNANIMOUSLY recommends a vote “FOR” the approval of the
Wabash National 2011 Omnibus Incentive Plan described above.

PROPOSAL 3
Advisory Vote on the Compensation of Our Executive Officers

Under an amendment to the Exchange Act recently adopted by Congress as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“the Dodd-Frank Act”), stockholders are able to vote to approve, on an advisory (non-binding) basis no less frequently than once every three years, the compensation of the Named Executive Officers of our Company. The Company believes that it is appropriate to seek the views of its stockholders on the design and effectiveness of the Company’s executive compensation program. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our executive officers and the philosophy, policies and practices described in this proxy statement.

We urge you to read the “Executive Compensation” section of this Proxy Statement, including our “Compensation Discussion and Analysis,” executive officer compensation tables and related narrative discussion, beginning on page 17, which provides details on the Company’s compensation programs and policies for our executive officers, including the 2010 compensation of our Named Executive Officers. We believe the executive compensation program has been instrumental in retaining and attracting high quality executive management who have led the recovery of the Company during 2010 and helped us achieve positive operating EBITDA results in 2010, despite the challenging macroeconomic environment of the past several years. For a more detailed description of the Company’s financial results for 2010, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

The Company’s goal for its executive compensation program is to attract and retain exceptional individuals as executive officers who will provide leadership for the Company’s success and ability to maintain a strong position in our industry. The Company believes that its executive compensation program has played an essential role in its continuing success by aligning the long-term interests of its Named Executive Officers with the long-term interests of its stockholders. We are committed to “pay for performance,” meaning that a significant portion of our executive officer compensation is variable and will be determined based on our performance. In addition, we design our executive compensation to encourage long-term commitment by our executive officers to Wabash National. Highlights of our executive compensation programs and policies include:

The Compensation Committee discharges many of the Board’s responsibilities related to executive compensation and continuously strives to align our compensation policies with our performance. The Compensation Committee has, over the last three years, among other things, taken the following actions to align executive compensation with stockholder interests in light of the challenging economic climate:

The Compensation Committee will continue to analyze our executive compensation policies and practices and adjust them as appropriate to reflect our performance and competitive needs.

This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our executive officers’ compensation. This say-on-pay vote is an advisory vote that is not binding on us. However, the Board and our Compensation Committee value the opinions expressed by stockholders in their vote on this proposal, and will carefully consider the outcome of the vote when making future compensation decisions with respect to our executive officers. The Board urges you to carefully review the Compensation Discussion and Analysis section of this Proxy Statement, together with the compensation tables, which describe our compensation philosophy and programs in greater detail, and to approve the following resolution:

“RESOLVED, that the stockholders hereby approve on an advisory basis the compensation paid to the Wabash National Corporation named executive officers, as disclosed in the Wabash National Corporation Proxy Statement pursuant to the rules of the Securities and Exchange Commission (including the Compensation Discussion and Analysis, compensation tables and narrative discussion).”

Board Recommendation

The Board of Directors UNANIMOUSLY recommends that you vote “FOR” the approval
of the compensation of our executive officers, as disclosed in this Proxy Statement.

PROPOSAL 4
Advisory Vote on the Frequency of the Advisory Vote on the Compensation of Our Executive Officers

Under an additional amendment to the Exchange Act recently adopted by Congress as part of the Dodd-Frank Act, stockholders are also able to indicate how frequently they believe an Advisory “Say on Pay” Vote on Executive Compensation, such as we have included in Proposal Three, should occur. By voting on this Proposal Four, you may indicate whether you would prefer that we hold an Advisory Vote on Executive Compensation every one, two or three years. It is our strong belief, and the Board’s recommendation, that this vote occur annually.

We have strong executive compensation and governance practices, as described in more detail elsewhere in this Proxy Statement. As noted earlier in this Proxy Statement, the Company views the way it compensates its named executive officers as an essential part of its strategy for achieving sustainable long-term economic growth. Our Board of Directors recognizes the importance of receiving regular input from our stockholders on important issues such as our executive compensation. Our Board of Directors also believes that a well-structured compensation program should include plans that drive creation of stockholder value over the long-term and do not simply focus on short-term gains. While we believe that many of our stockholders think that the effectiveness of an executive compensation plan focused on long-term value creation cannot be adequately evaluated on an annual basis, especially in a highly cyclical industry such as the trailer industry, the Board of Directors believes that at present it should receive advisory input from our stockholders each year. Accordingly, as indicated below, the Board of Directors recommends that you vote in favor of an annual advisory vote on our executive compensation. It is our hope that this yearly interaction between the Board, the Compensation Committee, and our shareholders will result in regular, meaningful evaluation of our performance against our compensation practices, taking into account the natural cyclicality prevalent in the trailer industry.

For the above reasons, the Board recommends that you vote to hold an Advisory Vote on Executive Compensation annually. Your vote, however, is not to approve or disapprove the Board’s recommendation. When voting on this Proposal Four, you have four choices: you may elect that we hold an Advisory Vote on Executive Compensation every year, every two years or every three years, or you may abstain from voting. The Board intends to review the results for each voting alternative in proposal 4 in making its determination on the frequency of the stockholder advisory vote on our executive compensation in the future.

The Board of Directors believes that an advisory vote on executive compensation is the most effective way for stockholders to communicate with the Company about its compensation objectives, policies and practices, and it looks forward to receiving the input of the Company’s stockholders on the frequency with which such a vote should be held. However, as an advisory vote, the vote on Proposal Four is not binding upon us, and the Compensation Committee and the Board may decide that it is in the best interests of our stockholders and our Company to hold an Advisory Vote on Executive Compensation more or less frequently than the option approved by our stockholders. Nevertheless, the Compensation Committee and the Board will consider the outcome of the vote when making future decisions on executive compensation.

Board Recommendation

The Board of Directors UNANIMOUSLY recommends that you vote
to hold an Advisory Vote on Executive Compensation ANNUALLY.

PROPOSAL 5
Ratification of Appointment of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed the accounting firm of Ernst & Young LLP the independent registered public accounting firm for the Company for the year ending December 31, 2011. Ernst & Young acted as our independent auditors for the year ended December 31, 2010. Representatives of Ernst & Young are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire and are expected to be available to respond to appropriate questions. The Audit Committee is responsible for hiring, compensating and overseeing the independent registered public accounting firm, and reserves the right to exercise that responsibility at any time. If the appointment of Ernst & Young is not ratified by the stockholders, the Audit Committee is not obligated to appoint another registered public accounting firm, but the Audit Committee will give consideration to such unfavorable vote.

Board Recommendation

The Board of Directors UNANIMOUSLY recommends that you vote “FOR” ratification of the appointment
of Ernst & Young LLP as the Company’s independent registered public accounting firm.

Principal Accounting Fees and Services

The fees billed by Ernst & Young for professional services provided to us for the years ended December 31, 2010 and December 31, 2009 were as follows:

FEE CATEGORY		2010				2009
		($ in thousands)
Audit Fees		$	981			$	1,120
Audit-Related Fees			11				21
Tax Fees			1				2
All Other Fees			150				1
Total Fees		$	1,143			$	1,144

Audit Fees.  Consist of fees billed for professional services rendered for the audit of our consolidated financial statements, review of the interim consolidated financial statements included in quarterly reports and services provided by Ernst & Young in connection with our securities offerings and registration statements.

Audit-Related Fees.  Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” In 2010 and 2009, these services included audits of benefit plans, accounting consultation and other audit-related services.

Tax Fees.  Consist of fees billed for professional services for tax compliance, tax advice and tax planning.

All Other Fees.  Consists of fees for services provided by Ernst & Young that are not included in the service categories reported above. For 2010, these services primarily included work performed in relation to the filing of registration statements and public offerings.

In 2010, all Ernst & Young fees were pre-approved by the Audit Committee pursuant to the policy described below. After consideration, the Audit Committee has concluded that the provision of non-audit services by Ernst & Young to Wabash is compatible with maintaining the independence of Ernst & Young.

Pre-Approval Policy for Audit and Non-Audit Fees

The Audit Committee has sole authority and responsibility to select, evaluate and, if necessary, replace the independent auditor. The Audit Committee has sole authority to approve all audit engagement fees and terms, and the Committee, or a member of the Committee, must pre-approve any non-audit service provided to the Company by the Company’s independent auditor. The Committee reviews the status of each engagement at its regularly scheduled meetings. In 2010, the Committee pre-approved all services provided by the independent auditor. The independent auditor provides an engagement letter in advance of the meeting of the Audit Committee that occurs in connection with our annual meeting of stockholders, outlining the scope of the audit and related audit fees.

Audit Committee Report

THE FOLLOWING REPORT OF THE AUDIT COMMITTEE DOES NOT CONSTITUTE SOLICITING MATERIAL AND SHOULD NOT BE DEEMED FILED OR INCORPORATED BY REFERENCE INTO ANY OTHER FILING BY US UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT WE SPECIFICALLY INCORPORATE THIS REPORT.

The Audit Committee of the Board of Directors in 2010 consisted of Mr. Sorensen, Dr. Jischke, and Mr. Stewart. The Committee’s responsibilities are described in a written charter adopted by the Board of Directors in February 2003, and revised and updated in September 2010. The charter is available on our website at www.wabashnational.com or by writing to us at Wabash National Corporation, Attention: Corporate Secretary, P.O. Box 6129, Lafayette, Indiana 47903.

As part of its ongoing activities, the Audit Committee has:

On the basis of these reviews and discussions, the Audit Committee recommended that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2010, for filing with the SEC.

AUDIT COMMITTEE
  
Scott K. Sorensen
Martin C. Jischke
Ronald L. Stewart

General Matters

Availability of Certain Documents

A copy of our 2010 Annual Report on Form 10-K is enclosed with the mailing of this Proxy Statement. You also may obtain additional copies without charge and without the exhibits by writing to: Wabash National Corporation, Attention: Corporate Secretary, P.O. Box 6129, Lafayette, Indiana 47903. These documents also are available through our website at www.wabashnational.com.

The charters for our Audit, Compensation, and Nominating and Corporate Governance Committees, as well as our Corporate Governance Guidelines and our Codes of Business Conduct and Ethics, are available on the Investors page of the Company Info section of our website at www.wabashnational.com and are available in print without charge by writing to: Wabash National Corporation, Attention: Corporate Secretary, P.O. Box 6129, Lafayette, Indiana 47903.

Stockholder Proposals and Nominations

Stockholder Proposals for Inclusion in 2012 Proxy Statement.  To be eligible for inclusion in the proxy statement for our 2012 annual meeting, stockholder proposals must be received by the Company’s Corporate Secretary no later than the close of business on December 8, 2011. Proposals should be sent to Wabash National Corporation, Attention: Corporate Secretary, P.O. Box 6129, Lafayette, Indiana 47903 and follow the procedures required by Rule 14a-8 of the Securities Exchange Act of 1934.

Stockholder Director Nominations and other Stockholder Proposals for Presentation at the 2012 Annual Meeting.  Under our Bylaws, written notice of stockholder nominations to the Board of Directors and any other business proposed by a stockholder that is not to be included in our proxy statement must be delivered to the Company’s Corporate Secretary not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Accordingly, any stockholder who wishes to have a nomination or other business considered at the 2012 annual meeting of stockholders must deliver a written notice (containing the information specified in our Bylaws regarding the stockholder, the nominee and the proposed action, as appropriate) to the Company’s Corporate Secretary between January 20, 2012 and February 19, 2012. SEC rules permit management to vote proxies in its discretion with respect to such matters if we advise stockholders how management intends to vote. A nomination or other proposal will be disregarded if it does not comply with the above procedure and any additional requirements set forth in our Bylaws. Please note that these requirements are separate from the SEC’s requirements to have your proposal included in our proxy materials.

Directions to the Annual Meeting

Directions to the 2011 Annual Meeting of Stockholders, to be held at the University Plaza Hotel, located at 3001 Northwestern Avenue, West Lafayette, Indiana, 47906, are set forth below:

Directions from Indianapolis and other points south of West Lafayette:

Take I-65 North toward Chicago to Lafayette Exit 175. Turn left (south) on St. Rd. 25 to U.S. 52. Turn right on U.S. 52, drive approximately 3.5 miles to Cumberland Avenue. Northwestern Avenue will merge in from left. Turn left at Cumberland Avenue stop light. Proceed to University Plaza Hotel.

Directions from Chicago and other points north of West Lafayette:

Take I-65 South to Exit 193 (approx. 60 miles). Turn right (south) on U.S. 231 and travel approximately 15 miles to US 52. Turn left onto US 52, drive approximately 5 miles to Cumberland Avenue. Turn right at the Cumberland Avenue stop light. Proceed to University Plaza Hotel.

Other Matters

As of the date of this Proxy Statement, the Board of Directors does not intend to present at the Annual Meeting any matters other than those described in this Proxy Statement and does not know of any matters that will be presented by other parties. If any other matter is properly brought before the meeting for action by the stockholders, proxies in the enclosed form returned to Wabash will be voted in accordance with the recommendation of the Board of Directors or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

		By Order of the Board of Directors
April 21, 2011		Erin J. Roth Senior Vice President General Counsel & Corporate Secretary

Exhibit A
  
  
  
  
  
  
  
  

WABASH NATIONAL CORPORATION
  
2011 OMNIBUS INCENTIVE PLAN

TABLE OF CONTENTS

		Page
1. PURPOSE			4
2. DEFINITIONS			4
3. ADMINISTRATION OF THE PLAN			5
3.1. Committee.			5
3.1.1. Powers and Authorities.			5
3.1.2. Composition of Committee.			5
3.1.3. Other Committees.			5
3.2. Board.			6
3.3. Terms of Awards.			6
3.3.1. Committee Authority.			6
3.3.2. Forfeiture; Recoupment.			6
3.4. No Repricing.			7
3.5. Deferral Arrangement.			7
3.6. No Liability.			7
3.7. Registration; Share Certificates.			7
4. STOCK SUBJECT TO THE PLAN			7
4.1. Number of Shares of Stock Available for Awards			7
4.2. Adjustments in Authorized Shares of Stock.			8
4.3. Share Usage			8
5. EFFECTIVE DATE; TERM; AMENDMENT AND TERMINATION			8
5.1. Effective Date.			4
5.2. Term.			8
5.3. Amendment and Termination			8
6. AWARD ELIGIBILITY AND LIMITATIONS			8
6.1. Eligible Grantees.			8
6.2. Limitation on Shares of Stock Subject to Awards and Cash Awards.			9
6.3. Stand-Alone, Additional, Tandem and Substitute Awards.			9
7. AWARD AGREEMENT			9
8. TERMS AND CONDITIONS OF OPTIONS			9
8.1. Option Price.			9
8.2. Vesting.			10
8.3. Term.			10
8.4. Termination of Service.			10
8.5. Limitations on Exercise of Option			10
8.6. Method of Exercise.			10
8.7. Rights of Holders of Options.			10
8.8. Delivery of Stock.			10
8.9. Transferability of Options.			11
8.10. Family Transfers.			11
8.11. Limitations on Incentive Stock Options.			11
8.12. Notice of Disqualifying Disposition.			11
9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS			11
9.1. Right to Payment and Grant Price.			11
9.2. Other Terms.			11
9.3. Term.			12
9.4. Transferability of SARS.			12
9.5. Family Transfers.			12