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WNC > SEC Filings for WNC > Form 8-K on 23-May-2012All Recent SEC Filings

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Form 8-K for WABASH NATIONAL CORP /DE


23-May-2012

Submission of Matters to a Vote of Security Holders


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

On May 17, 2012, the Company held its Annual Meeting at which three proposals were submitted to the Company's stockholders. As of April 5, 2012, the date of record for determining the Company stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 68,324,259 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 61,755,480 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 April 9, 2012. The final results for each proposal are set forth below.

Proposal 1.

The Company's stockholders elected the following six 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   53,773,230   1,228,967     633,699      6,119,584
Dr. Martin C. Jischke 53,801,641   1,199,753     634,502      6,119,584
James D. Kelly        53,435,237   1,566,597     634,062      6,119,584
John E. Kunz          53,437,238   1,563,256     635,402      6,119,584
Larry J. Magee        53,381,823   1,619,671     634,402      6,119,584
Scott K. Sorensen     53,814,305   1,185,489     636,102      6,119,584

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 50,965,095 3,380,189 1,290,612 6,119,584

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, 2012. The votes regarding this proposal were as follows:

Votes For Votes Against Abstain Broker Non-Votes 61,484,734 222,865 47,881 0

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