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4-Traders Homepage  >  Equities  >  Nyse  >  Wabash National Corporation    WNC

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WABASH NATIONAL CORP /DE : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/19/2017 | 10:59pm CEST

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Wabash National Corporation 2017 Omnibus Incentive Plan

On May 18, 2017, the stockholders of Wabash National Corporation (the "Company") approved the Wabash National Corporation 2017 Omnibus Incentive Plan (the "2017 Incentive Plan") at the Company's 2017 Annual Meeting of Stockholders (the "Annual Meeting"). A description of the 2017 Incentive Plan is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2017 in the section entitled "Proposal 4: Approval of the Wabash National Corporation 2017 Omnibus Incentive Plan," which is incorporated in this report by reference. This description is qualified in its entirety by reference to the 2017 Incentive Plan filed as Exhibit 10.1 to this current report.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 18, 2017, the Company held its Annual Meeting at which five proposals were submitted to the Company's stockholders. As of March 20, 2017, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 60,448,111 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 55,466,154 shares of the Company's issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The five proposals considered at the Annual Meeting are described in detail in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 6, 2017. The final results for each proposal are set forth below.



Proposal 1.


The Company's stockholders elected the following seven persons to the Company's Board of Directors to hold office for a term of one year or until their respective successors are elected and qualified or until their earlier death, resignation or removal:




                      Votes For  Votes Against Abstentions Broker Non-Votes

Richard J. Giromini 51,096,558 338,961 13,932 4,016,703 Dr. Martin C. Jischke 49,054,821 2,384,357 10,273 4,016,703 John E. Kunz 51,086,297 353,549 9,605 4,016,703 Larry J. Magee 50,594,915 844,550 9,986 4,016,703 Ann D. Murtlow 50,724,039 716,859 8,553 4,016,703 Scott K. Sorensen 50,673,010 767,306 9,135 4,016,703 Brent L. Yeagy 50,307,235 1,121,541 20,675 4,016,703




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
48,832,367   2,367,612     249,472      4,016,703




                                       2





Proposal 3.


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




  1Year    2Years  3Years   Abstentions
46,099,692 36,243 5,208,773   104,743



In accordance with the results for Proposal 3, the Company's Board of Directors has determined that future advisory votes on the compensation of the Company's named executive officers will be held annually. Thus, the next stockholder advisory vote on the compensation of our named executive officers will be held at the Company's 2018 Annual Meeting of Stockholders.



Proposal 4.


The Company's stockholders approved the adoption of the 2017 Incentive Plan. The votes regarding this proposal were as follows:

VotesFor VotesAgainst Abstentions BrokerNon-Votes 48,389,513 3,004,407 55,531 4,016,703




Proposal 5.


The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017. The votes regarding this proposal were as follows:




 VotesFor  VotesAgainst Abstain BrokerNon-Votes
54,758,130   690,175    17,849


Item 9.01 Financial Statements and Exhibits



(d) Exhibits


Exhibit 10.1 Wabash National Corporation 2017 Omnibus Incentive Plan, incorporated by reference to the Company's Registration Statement on Form S-8 filed on May 18, 2017 (Registration No. 333-218085).

                                       3

© Edgar Online, source Glimpses

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Financials ($)
Sales 2017 1 691 M
EBIT 2017 159 M
Net income 2017 86,3 M
Debt 2017 13,5 M
Yield 2017 0,60%
P/E ratio 2017 13,61
P/E ratio 2018 13,87
EV / Sales 2017 0,75x
EV / Sales 2018 0,74x
Capitalization 1 256 M
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Mean consensus HOLD
Number of Analysts 7
Average target price 22,4 $
Spread / Average Target 7,4%
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Managers
NameTitle
Richard J. Giromini Chief Executive Officer & Director
Brent L. Yeagy President, Chief Operating Officer & Director
Martin C. Jischke Chairman
Jeffery L. Taylor Chief Financial Officer & Senior Vice President
Scott K. Sorensen Independent Director
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