Shareholders back Wabash National (NYSE: WNC) board, pay and auditor

Rhea-AI Filing Summary

Wabash National Corporation reported the results of its 2026 annual meeting of stockholders. As of March 16, 2026, there were 40,673,967 common shares outstanding, and 36,848,288 shares were represented at the meeting, constituting a quorum.

Stockholders elected nine directors, including Brent L. Yeagy and Therese M. Bassett, each receiving over 30 million votes for, with relatively few votes against or abstentions. An advisory vote approved executive compensation, with 31,416,937 votes for and 1,695,365 against, and ratified Ernst & Young LLP as independent registered public accounting firm with 36,385,805 votes for.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 40,673,967 shares Shares represented at meeting: 36,848,288 shares Say-on-pay votes for: 31,416,937 votes +3 more

6 metrics

Shares outstanding 40,673,967 shares Common stock issued, outstanding and entitled to vote as of March 16, 2026

Shares represented at meeting 36,848,288 shares Shares present in person or by proxy at 2026 annual meeting (quorum)

Say-on-pay votes for 31,416,937 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 1,695,365 votes Advisory vote against executive compensation at 2026 annual meeting

Auditor ratification votes for 36,385,805 votes Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026

Example director support 32,320,235 votes for Votes for director nominee Brent L. Yeagy in Proposal 1

Key Terms

quorum, broker non-votes, advisory (non-binding) vote, independent registered public accounting firm

4 terms

quorum regulatory

"36,848,288 shares ... were represented ... constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes regulatory

"Votes For | Votes Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) vote regulatory

"approved, in an advisory (non-binding) vote, the compensation"

independent registered public accounting firm regulatory

"Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

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`12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 13, 2026

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware			001-10883			52-1375208
(State or other jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

 

3900 McCarty Lane
Lafayette			Indiana						47905
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (765) 771-5310

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

WNC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On May 13, 2026, Wabash National Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”) at which three proposals were submitted to the Company’s stockholders. As of March 16, 2026, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 40,673,967 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 36,848,288 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The three proposals considered at the Annual Meeting are described in detail in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 31, 2026. The final results for each proposal are set forth below.

Proposal 1.

The Company’s stockholders elected the following nine persons to the Company’s Board of Directors to hold office for a term of one year or until their respective successors are elected and qualified or until their earlier death, resignation or removal. The votes regarding this proposal were as follows:

						Votes For						Votes Against						Abstentions						Broker Non-Votes
Therese M. Bassett						30,664,746						1,365,908						1,191,472						3,626,162
John G. Boss						32,275,294						931,267						15,565						3,626,162
Trent J. Broberg						32,288,475						925,961						7,690						3,626,162
Larry J. Magee						31,863,759						1,350,189						8,178						3,626,162
Ann D. Murtlow						32,175,607						1,034,283						12,236						3,626,162
Sudhanshu Priyadarshi						32,288,622						925,566						7,938						3,626,162
Scott K. Sorensen						32,330,057						883,843						8,226						3,626,162
Stuart A. Taylor II						31,879,294						1,330,244						12,588						3,626,162
Brent L. Yeagy						32,320,235						893,853						8,038						3,626,162

Proposal 2.

The Company’s stockholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
31,416,937						1,695,365						109,824						3,626,162

Proposal 3.

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows:

			Votes For						Votes Against						Abstentions
			36,385,805						457,303						5,180

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WABASH NATIONAL CORPORATION
Date: May 14, 2026			By:			/s/ Patrick Keslin
						Patrick Keslin
						Senior Vice President and Chief Financial Officer

FAQ

What did Wabash National (WNC) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing nine directors, approving executive compensation, and ratifying Ernst & Young LLP as auditor. All nine director nominees were elected, pay was approved in an advisory vote, and the auditing firm was ratified for the fiscal year ending December 31, 2026.

How many Wabash National (WNC) shares were eligible and present for the 2026 meeting?

There were 40,673,967 common shares issued, outstanding, and entitled to vote as of March 16, 2026. At the meeting, 36,848,288 shares were represented in person or by proxy, which met the quorum requirement for conducting official stockholder business.

Were Wabash National (WNC) executive compensation practices approved by stockholders?

Yes. In an advisory, non-binding vote, 31,416,937 shares voted for the compensation of named executive officers, 1,695,365 voted against, and 109,824 abstained. There were also 3,626,162 broker non-votes recorded for this say-on-pay proposal at the meeting.

Which auditor did Wabash National (WNC) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Wabash National’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 36,385,805 votes for, 457,303 votes against, and 5,180 abstentions in the auditor proposal.

Did all Wabash National (WNC) director nominees receive strong support?

All nine nominees were elected with substantial majorities of votes cast for each candidate. For example, Brent L. Yeagy received 32,320,235 votes for and 893,853 against, while broker non-votes totaled 3,626,162 across the director election proposals at the annual meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB