OMB APPROVAL
--------------------------
OMB Number: 3235-0059
Expires: February 28, 2006
Estimated average burden
hours per response...12.75
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------------------------
PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
(WABASH NATIONAL LOGO)
WABASH NATIONAL CORPORATION
1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, INDIANA 47905
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2006
To Our Stockholders:
The 2006 Annual Meeting of Stockholders of Wabash National Corporation will
be held at our offices located at 3000 East Main Street, Lafayette, Indiana
47905 on Thursday, May 18, 2006, at 10:00 a.m. local time for the following
purposes:
- Elect nine members of the Board of Directors; and
- Consider any other matters that properly come before the Annual
Meeting or any adjournment or postponement thereof. Management is
presently aware of no other business to come before the Annual
Meeting.
Each outstanding share of Wabash National Corporation Common Stock
(NYSE:WNC) entitles the holder of record at the close of business on April 3,
2006, 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.
We have enclosed a copy of our Proxy Statement and our 2005 Annual Report on
Form 10-K, which includes certified financial statements. 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
/s/ CYNTHIA J. KRETZ
----------------------------------------
CYNTHIA J. KRETZ
Vice President General Counsel and
Lafayette, Indiana Corporate Secretary
April 17, 2006
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 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 LOGO)
WABASH NATIONAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 2006
ABOUT THE MEETING.......................................................... 1
What is the Purpose of the Annual Meeting?.............................. 1
Who is Entitled to Vote?................................................ 1
Who can Attend the Annual Meeting?...................................... 1
What Constitutes a Quorum?.............................................. 2
How Do I Vote?.......................................................... 2
What if I Vote and Then Change my Mind?................................. 2
What are the Board's Recommendations?................................... 2
What Vote is Required?.................................................. 2
Who Will Bear the Costs of this Proxy Solicitation?..................... 3
PROPOSAL 1................................................................. 3
Election of Directors................................................... 3
Has Wabash Adopted Corporate Governance Guidelines and a Code of
Ethics? ............................................................. 3
Are the Directors and Director Nominees Independent?.................... 4
Are There Any Directors Who are Not Standing For Re-Election?........... 4
Who are the Director Nominees Standing for Election?.................... 5
Meetings of the Board of Directors and Its Committees................... 8
How Often Did the Board Meet During Fiscal 2005?........................ 8
What Committees has the Board Established?.............................. 8
Nominating and Corporate Governance Committee........................... 8
Compensation Committee.................................................. 9
Executive Committee..................................................... 9
Audit Committee......................................................... 9
Does Wabash have a Lead Director?....................................... 10
Director Nomination Process............................................. 10
Stockholder Communications with the Board of Directors.................. 11
Director Compensation................................................... 11
How are Non-Employee Directors Compensated?............................. 12
i
Are Officers or Employees of Wabash Paid Additional
Compensation for Services as a Director?............................. 12
Section 16(a) Beneficial Ownership Reporting Compliance................. 12
BENEFICIAL OWNERSHIP OF COMMON STOCK....................................... 13
CURRENT EXECUTIVE OFFICERS OF WABASH....................................... 15
EXECUTIVE COMPENSATION..................................................... 17
Summary Compensation Table.............................................. 17
Option Grants in Last Fiscal Year....................................... 19
Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values.. 20
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.................... 20
EMPLOYMENT AND SEVERANCE AGREEMENTS........................................ 23
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION................ 24
AUDIT COMMITTEE REPORT..................................................... 24
STOCKHOLDER RETURN PERFORMANCE PRESENTATION................................ 26
EQUITY COMPENSATION PLAN INFORMATION....................................... 27
Restricted Stock and Stock Unit Grants.................................. 27
2000 Stock Option and Incentive Plan.................................... 27
Employee Stock Purchase Plan............................................ 28
Stock Bonus Plan........................................................ 28
Inducement Grants....................................................... 28
RELATIONSHIP WITH INDEPENDENT AUDITORS..................................... 29
Independent Registered Public Accounting Firm........................... 29
Principal Accounting Fees and Services.................................. 29
Pre-Approval Policy for Audit and Non-Audit Fees........................ 30
GENERAL MATTERS............................................................ 30
Availability of Certain Documents....................................... 30
Stockholder Proposals and Nominations................................... 30
Other Matters........................................................... 31
APPENDIX A - WABASH NATIONAL CORPORATION AUDIT COMMITTEE CHARTER........... A-1
ii
(WABASH NATIONAL LOGO)
WABASH NATIONAL CORPORATION
1000 SAGAMORE PARKWAY SOUTH
LAFAYETTE, INDIANA 47905
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS ON MAY 18, 2006
This Proxy Statement is furnished on or about April 17, 2006, to
stockholders of Wabash National Corporation (hereinafter, "we" "us" 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 our offices located at 3000 East
Main Street, Lafayette, Indiana 47905, on Thursday, May 18, 2006, at 10:00 a.m.
local time, (the "Annual Meeting") and at any adjournments or postponements of
the Annual Meeting.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the Annual Meeting, stockholders will act upon the matters outlined in
the accompanying Notice of Annual Meeting of Stockholders. In addition, our
management will report on our performance during fiscal 2005 and respond to
questions from our stockholders.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on April 3, 2006 (the
"Record Date"), are entitled to receive notice of the Annual Meeting and to vote
the shares of 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 8, 2006 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, in order 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, 31,567,158 shares of Common Stock,
held by 1,119 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
two ways:
- You can attend the Annual Meeting and cast your vote in person; or
- You can vote by completing, dating and signing the enclosed proxy card
and returning it in the enclosed postage-paid envelope. If you do so,
you will authorize the individuals named on the proxy card, referred
to as the proxies, to vote your shares according to your instructions.
If you provide no instructions, the proxies will vote your shares
according to the recommendation of the Board of Directors or, if no
recommendation is given, in their own discretion.
WHAT IF I VOTE AND THEN CHANGE MY MIND?
You may revoke your proxy at any time before it is exercised by:
- Sending written notice of revocation addressed to the Corporate
Secretary, Wabash National Corporation, P.O. Box 6129, Lafayette,
Indiana 47903; or
- Sending in another duly executed proxy bearing a later date; or
- Attending the Annual Meeting and casting your vote in person.
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 5). Unless you give other instructions on your proxy card,
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?
Election of Directors. The election of Directors requires a plurality of
the votes cast for the election of Directors; accordingly, the nine
directorships to be filled at the Annual Meeting will be filled by the nine
nominees receiving the highest number of votes. A properly executed proxy marked
"WITHHOLD AUTHORITY" with respect to the election of one or more Directors will
not be voted with respect to the nominee or nominees indicated, although it will
be counted for purposes of determining whether there is a quorum. A broker
"non-vote," discussed below, will also have no effect on the outcome since only
a plurality of votes actually cast is required to elect a Director.
Effect of Broker Non-Vote. 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 election of Directors. Under New York Stock
Exchange Rules, the proposal to elect Directors is considered a "discretionary"
item. This means that
2
brokerage firms may vote in their discretion on this matter on behalf of clients
who have not furnished voting instructions at least 15 days before the date of
the Annual Meeting. However, if you do not give your broker or nominee specific
instructions, your broker or nominee may elect not to exercise its discretion,
and in which case your shares will not be voted on this matter. Shares
represented by such broker "non-votes" will not be counted in determining the
number of shares necessary for approval of such matters; however, such shares
will be counted in determining whether there is a quorum.
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.
PROPOSAL 1
ELECTION OF DIRECTORS
Our Bylaws provide that our Board of Directors shall be comprised of not
less than three nor more than nine Directors, with the exact number to be fixed
by resolution of the Board of Directors. The Board has currently fixed the
authorized number of Directors at nine.
At the Annual Meeting, nine 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 which are returned duly executed
will be voted, unless otherwise specified, in favor of the nine nominees for the
Board of Directors named below. Each of the nominees has consented to be named
herein 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.
HAS WABASH ADOPTED CORPORATE GOVERNANCE GUIDELINES AND A CODE OF ETHICS?
Our Board of Directors has adopted Corporate Governance Guidelines (the
"Guidelines") and a Code of Business Conduct and Ethics (the "Code of Ethics").
The Guidelines set forth a framework within which the Board of Directors
oversees and directs the affairs of Wabash. The Guidelines cover, among other
things, the composition and functions of the Board of Directors, Director
independence, stock ownership by our Directors, management succession and
review, Board committees, the selection of new Directors, and Director
responsibilities and duties.
The Code of Ethics covers, 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 Ethics is
applicable to all of our officers, Directors and employees, including our Chief
Executive Officer and our Chief Financial Officer. The Code of Ethics includes
provisions which are specifically applicable to our Chief Financial Officer and
senior financial officers (as defined in the Code of Ethics). The Guidelines and
Code of Ethics are each available on the About Us 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.
Any waiver of the Code of Ethics for our executive officers or Directors
may be made only by our Board of Directors or a Board committee and will be
promptly disclosed as required by law or the listing standards of the New York
Stock Exchange. If we amend our Code of Ethics or waive the Code of Ethics with
respect to our Chief Executive Officer, principal financial officer or principal
accounting officer, we will post the amendment or waiver on our website.
3
ARE THE DIRECTORS AND DIRECTOR NOMINEES INDEPENDENT?
Under the rules of the New York Stock Exchange, the Board must
affirmatively determine that a Director has no material relationship with us in
order for the Director to be considered independent. As permitted by the New
York Stock Exchange rules, to assist the Board in making this determination, our
Board of Directors has adopted categorical standards of independence. The Board
has determined that relationships are not material and would not impair a
Director's independence when the aggregate amount of payments by us to, and to
us from, any company of which a Director is an executive officer or employee or
of which a family member of a Director is an executive officer, are less than
the greater of $1 million or 2% of such other company's consolidated gross
revenues in any single fiscal year.
Our Board of Directors undertook its annual review of Director independence
in February 2006. During this review, 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. Finally, the Board
considered charitable contributions to organizations with which Directors or
Director Nominees had relationships. The purpose of this review was to determine
whether any such relationship or transaction existed that was inconsistent with
a determination that the Director or Director Nominee is independent.
As a result of this review, the Board 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 and the categorical standard described above, with the exception of
William P. Greubel and Richard J. Giromini. Each of Messrs. Greubel and Giromini
is considered an inside Director because of his employment as a senior executive
of the Company.
Our independent Directors meet at least twice per year in executive session
without management. Mr. Burdakin will act as chair of each executive session of
the independent Directors following the date of the Annual Meeting, the
effective date of Mr. Burdakin's appointment as our Lead Director.
ARE THERE ANY DIRECTORS WHO ARE NOT STANDING FOR RE-ELECTION?
Yes. John T. Hackett, Chairman of our Board of Directors, has notified the
Board that he will resign as a Director effective as of the day of the Annual
Meeting. Mr. Hackett has been a Director since 1991 and our Chairman since
October 2001. In addition, effective May 12, 2005, Mr. Ludvik F. Koci resigned
from the Board of Directors. Mr. Koci had served as a Director since December
1993. Both Mr. Hackett and Mr. Koci have been essential to our growth and
success. Their sage advice and steadfast leadership will be missed.
The Board of Directors has elected Mr. Greubel, our Chief Executive Officer
and a Director, to replace Mr. Hackett as Chairman of the Board of Directors,
effective upon Mr. Hackett's resignation.
(THIS SPACE INTENTIONALLY LEFT BLANK)
4
WHO ARE THE DIRECTOR NOMINEES STANDING FOR ELECTION?
The name, age, business experience, and 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
---- --- --------------------------------------- --------------
DAVID C. BURDAKIN 51 Effective as of date of the Annual February 2002
(PHOTO OF DAVID C. BURDAKIN) Meeting, Mr. Burdakin will serve as our
Lead Director. Mr. Burdakin is President
of The HON Company, a manufacturer of
office furniture, since February 2000 and
Executive Vice President of HNI
Corporation, formerly HON INDUSTRIES Inc.,
a diversified manufacturer, since February
2001. Previously, Mr. Burdakin was
President of the HON Group and has held a
variety of positions of increasing
responsibility with HON since 1993.
RICHARD J. GIROMINI 52 Mr. Giromini has been our President December 2005
(PHOTO OF RICHARD J. GIROMINI) since December 2005 and our Chief
Operating Officer since July 2002. From
February 2005 to December 2005,
Mr. Giromini held the position of
Executive Vice President and Chief
Operating Officer, previously serving
as Senior Vice President - Chief
Operating Officer since joining Wabash
on July 15, 2002. Previously, 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 Chief
Executiive Officer of AKW, LP.
WILLIAM P. GREUBEL 54 Mr. Greubel has served as our Chief May 2002
(PHOTO OF WILLIAM P. GREUBEL) Executive Officer since May 2002, and
our President between May 2002 and
December 2005. Mr. Greubel has been
appointed our Chairman, effective upon
the retirement of Mr. Hackett following
the Annual Meeting. Mr. Greubel was a
Director and Chief Executive Officer of
Accuride Corporation, a manufacturer of
wheels for trucks and trailers, from
1998 until May l, 2002, and served as
President of Accuride Corporation from
1994 to 1998. Mr. Greubel's employment
agreement requires us to use commercially
reasonable efforts while Mr. Greubel is
serving as our Chief Executive Officer to
cause him to be nominated for election to
the Board of Directors.
5
NAME AGE OCCUPATION, BUSINESS & DIRECTORSHIPS DIRECTOR SINCE
---- --- --------------------------------------- --------------
DR. MARTIN C. JISCHKE 64 Dr. Jischke has served as President of January 2002
(PHOTO OF DR. MARTIN C. JISCHKE) Purdue University, West Lafayette,
Indiana, since August 2000. Previously,
Dr. Jischke was President of Iowa State
University from 1991 to 2000, and
Chancellor of the University of
Missouri-Rolla from 1986 to 1991. Dr.
Jischke also serves as a Director of
Kerr-McGee Corporation and Duke Realty
Corporation.
J.D. (JIM) KELLY 53 Mr. Kelly has served as the President, February 2006
(PHOTO OF J.D. (JIM) KELLY) Engine Business and a Vice President
for Cummins Inc. since May 2005.
Between 1976 and 1988, and following
1989, Mr. Kelly has been employed by
Cummins in a variety of positions of
increasing responsibility including,
most recently, as the Vice President
and General Manager - Industrial Engine
Business between 1999 and 2001, the
Vice President and General Manager -
Mid Range Engine Business between 2001
and 2004, and the Vice President and
General Manager - Mid Range and Heavy
Duty Engine Business from 2004 through
May 2005.
STEPHANIE K. KUSHNER 50 Ms. Kushner is Vice President and Chief February 2004
(PHOTO OF STEPHANIE K. KUSHNER) Financial Officer of Federal Signal
Corporation, a manufacturer and
supplier of diverse industrial
products, a position she has held since
February 2002. Prior to joining Federal
Signal, she was employed by affiliates
of FMC Corporation for 14 years, most
recently as Vice President - Treasury
and Corporate Development for FMC
Technologies in 2001 and Vice President
and Treasurer for FMC Corporation from
1999 to 2001.
6
NAME AGE OCCUPATION, BUSINESS & DIRECTORSHIPS DIRECTOR SINCE
---- --- --------------------------------------- --------------
LARRY J. MAGEE 51 Mr. Magee is Chairman, Chief Executive January 2005
(PHOTO OF LARRY J. MAGEE) Officer and President of BFS Retail &
Commercial Operations, LLC, a retail
and commercial tire and vehicle service
operation and subsidiary of Bridgestone
Corporation, a position he has held
since December 2001. Previously, Mr.
Magee served as President of
Bridgestone/Firestone Retail Division
from 1998 until his 2001 appointment.
Mr. Magee has held positions of
increasing responsibility within the
Bridgestone/Firestone family of
companies during his 29-year tenure.
SCOTT K. SORENSEN 44 Mr. Sorensen is the Executive Vice March 2005
(PHOTO OF SCOTT K. SORENSEN) President and Chief Financial Officer
of Headwaters, Inc., a position he has
held since October 2005. 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.
Prior to joining Hillenbrand in March
2001, Mr. Sorensen was Executive Vice
President and Chief Financial Officer,
Treasurer of Pliant Corporation
(formerly Huntsman Packaging
Corporation) from 1998 to 2001.
RONALD L. STEWART 63 Prior to his retirement in December December 2004
(PHOTO OF RONALD L. STEWART) 2005, Mr. Stewart served as President
and Chief Executive Officer of Material
Sciences Corporation, a provider of
material-based solutions for
electronic, acoustical/thermal and
coated metal applications, a position
he held from March 2004 until his
retirement. Previously, Mr. Stewart was
President and Chief Executive Officer
of Pangborn Corporation from 1999 thru
2004. He currently serves on the Board
of Directors for Pangborn Corporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE DIRECTOR NOMINEES LISTED ABOVE.
7
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
Information concerning the Board of Directors and the four standing
committees maintained by the Board of Directors is set forth below. With the
exception of the Executive Committee, the Board committees currently consist
only of Directors who are not employees of the Company and who are "independent"
within the meaning of the listing standards of the New York Stock Exchange.
HOW OFTEN DID THE BOARD MEET DURING FISCAL 2005?
During 2005, our Board of Directors held five meetings. All of our
Directors attended at least 75% of all Board meetings and meetings of committees
on which they served in 2005. Our Board of Directors strongly encourages all of
our Directors to attend our annual stockholders meeting. In 2005, all but one of
our Directors then serving attended our annual meeting of stockholders.
WHAT COMMITTEES HAS THE BOARD ESTABLISHED?
The Board of Directors has four standing committees: the Nominating and
Corporate Governance Committee; the Compensation Committee; the Executive
Committee; and the Audit Committee. The charters for the Nominating and
Corporate Governance, Compensation, and Audit Committees can be accessed
electronically in the "Corporate Governance Policies" section on the About Us
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 charter for our Audit Committee is attached as Appendix A to
this Proxy Statement.
The following table indicates each standing committee or committees on
which our Directors serve:
NOMINATING AND
CORPORATE GOVERNANCE COMPENSATION EXECUTIVE AUDIT
NAME COMMITTEE COMMITTEE COMMITTEE COMMITTEE
---- -------------------- ------------ --------- ---------
David C. Burdakin X X X
Richard J. Giromini
William P. Greubel X
John T. Hackett* X X X
Dr. Martin C. Jischke X X X
J.D. (Jim) Kelly
Stephanie K. Kushner X X X
Larry J. Magee X X
Scott K. Sorensen X X
Ronald L. Stewart X X
* Mr. Hackett will resign as a member of the Compensation, Executive and
Audit Committees effective upon his resignation as our Chairman and a
Director, effective as of the Annual Meeting.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee (the "Nominating
Committee") met four times during 2005. The Board of Directors has determined
that each member of the Nominating Committee is "independent" within the meaning
of the rules of the New York Stock Exchange. The Nominating Committee's
responsibilities include:
- Assisting the Board by identifying individuals qualified to become
Board members and by recommending to the Board the Director nominees
for the next annual meeting of stockholders;
- Developing and recommending to the Board a set of corporate governance
principles applicable to us;
8
- Leading the Board in its annual review of the Board's performance; and
- Recommending to the Board Director nominees for each Board committee.
COMPENSATION COMMITTEE
The Compensation Committee met six times during 2005. The Board of
Directors has determined that each member of the Compensation Committee is
"independent" within the meaning of the rules of the New York Stock Exchange.
The Compensation Committee's responsibilities include:
- Overseeing our incentive compensation plans and equity-based plans;
and
- Annually reviewing and approving the corporate goals and objectives
relevant to the Chief Executive Officer's and other executive
officers' compensation, evaluating their performance in light of those
goals and objectives, and setting their compensation levels based on
their evaluations.
The Compensation Committee is responsible for determining our compensation
policies for executive officers and for administering our 1992 Stock Option
Plan, 2000 Stock Option and Incentive Plan, 2004 Stock Incentive Plan, 1997
Stock Bonus Plan, and 2001 Stock Appreciation Rights Plan, pursuant to the
provisions of the plans.
EXECUTIVE COMMITTEE
The Executive Committee is responsible for exercising the authority of the
Board of Directors, to the extent permitted by law and our Bylaws, in the
intervals between meetings of the Board when an emergency issue arises or when
scheduling makes it difficult to convene all Directors. The Executive Committee
did not meet during 2005.
AUDIT COMMITTEE
The Board has established a separately-designated standing Audit Committee
in accordance with Section 3(a)(58)(A) of the Exchange Act of 1934. The Audit
Committee met eight times during 2005. The Board of Directors has determined
that each member of the Audit Committee is "independent" within the meaning of
the rules of the New York Stock Exchange. The Board of Directors also determined
that Ms. Kushner and Mr. Sorensen are "audit committee financial experts" as
defined by the Securities and Exchange Commission ("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:
- Reviewing the independence of the independent auditors and making
decisions regarding engaging and discharging independent auditors;
- Reviewing with the independent auditors the plans and results of
auditing engagements;
- Reviewing and approving non-audit services provided by our independent
auditors and the range of audit and non-audit fees;
- Reviewing the scope and results of our internal audit procedures and
the adequacy of the system of internal controls;
- Overseeing special investigations;
- Reviewing our financial statements and reports filed with the SEC;
9
- Overseeing our efforts to ensure that our business and operations are
conducted in compliance with the highest legal and regulatory
standards applicable to us, as well as ethical business practices;
- Overseeing our internal reporting system regarding compliance by us
with Federal, state and local laws;
- Establishing and implementing procedures for confidential
communications for "whistleblowers" and others who have concerns with
our accounting, internal accounting controls and audit matters; and
- Reviewing our significant accounting policies.
DOES WABASH HAVE A LEAD DIRECTOR?
Effective as of the date of the Annual Meeting, our Board of Directors has
appointed Mr. Burdakin as our Lead Director. Our Lead Director has significant
responsibilities, including presiding at the executive sessions of our
independent Directors and facilitating communication between our independent
Directors and our management.
DIRECTOR NOMINATION PROCESS
Stockholder Nominees. The Nominating 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:
- The name and address of the stockholder recommending the person to be
nominated;
- A representation that the stockholder is a holder of record of our
stock, including the number of shares held and the period of holding;
- A description of all arrangements or understandings between the
stockholder and the recommended nominee;
- Such other information regarding the recommended nominee as would be
required to be included in a proxy statement filed pursuant to
Regulation 14A promulgated by the SEC pursuant to the Securities
Exchange Act of 1934, as amended;
- The consent of the recommended nominee to serve as a Director if so
elected; and
- All other information requirements set forth in our Bylaws.
To submit a candidate as a nominee for Director for an upcoming annual
stockholder meeting, it is necessary that you notify us not less than 90 days
nor more than 120 days before the first anniversary of the date of the preceding
year's annual stockholders meeting. Thus, in order for any such nomination to be
considered by us for the 2007 annual stockholders meeting, it must be received
no earlier than January 18, 2007, but no later than February 17, 2007. 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 Committee for review.
Stockholders' nominees that comply with these procedures will receive the same
consideration as other candidates identified by or to the Nominating Committee.
Director Qualifications. To be considered by the Nominating Committee, a
Director nominee must meet the following minimum criteria:
- Director candidates shall have the highest personal and professional
integrity;
- Director candidates shall have a record of exceptional ability and
judgment;
10
- Director candidates shall have skills and knowledge useful to our
oversight;
- Director candidates must be able and willing to devote the required
amount of time to our affairs, including attendance at Board and
committee meetings;
- Director candidates should have the interest, capacity and
willingness, in conjunction with the other members of the Board, to
serve the long-term interests of our stockholders;
- Director candidates may be required to be a "financial expert" as
defined in Item 401 of Regulation S-K; and
- Director candidates shall be free of any personal or professional
relationships that would adversely affect their ability to serve our
best interests and those of our stockholders.
Identifying and Evaluating Nominees for Directors. The Nominating
Committee, with the help of our General Counsel and, as needed, a retained
search firm, will screen the candidates, perform reference checks, prepare a
biography for each candidate for the Nominating Committee to review and conduct
interviews. The Nominating Committee and our Chief Executive Officer will
interview candidates that meet the criteria, and the Nominating Committee will
recommend to the Board of Directors nominees that best suit the Board's needs.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Stockholders wishing to report complaints or concerns about our accounting,
internal accounting controls or auditing matters, or other concerns to the Board
or the Audit Committee, or to otherwise communicate with our Lead Director, our
independent Directors as a group, or the entire Board, may do so by sending an
email to board@wabashnational.com or auditcommittee@wabashnational.com, or by
writing to the Board, Audit Committee, Lead Director or independent Directors as
a group, at Wabash National Corporation, Attention: General Counsel, P.O. Box
6129, Lafayette, Indiana 47903.
Complaints relating to our accounting, internal accounting controls or
auditing matters will be referred to members of the Audit Committee. Other
correspondence will be referred to the Nominating and Corporate Governance
Committee, the Lead Director, the independent Directors as a group or the full
Board, as appropriate. 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.
DIRECTOR COMPENSATION
HOW ARE NON-EMPLOYEE DIRECTORS COMPENSATED?
Effective April 1, 2006, each non-employee Director, including our
Chairman, will receive: (i) an annual cash retainer of $30,000, payable in
quarterly installments; (ii) an annual award of unrestricted shares of our
Common Stock with an aggregate fair market value of $45,000; and, (iii) $2,000
in cash for each Board or committee meeting he or she attends. Each Board
committee chair will receive an annual cash retainer of $8,000, except for our
Audit Committee Chairman, who will receive an annual cash retainer of $12,000,
payable in quarterly installments. Our Lead Director will receive an annual cash
retainer of $15,000, payable in quarterly installments.
Effective April 1, 2006, each non-employee Director is required to
beneficially own, within five years after he or she first becomes a Director,
that number of shares of our Common Stock with an aggregate value equal to five
times the amount of the annual cash retainer for non-employee Directors, and to
continue to beneficially own at least this number of shares for as long as he or
she serves as a Director.
11
ARE OFFICERS OR EMPLOYEES OF WABASH PAID ADDITIONAL COMPENSATION FOR
SERVICES AS A DIRECTOR?
No. We do, however, reimburse them for travel and other related expenses.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 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, 2005, all
such reports were made on a timely basis.
(THIS SPACE INTENTIONALLY LEFT BLANK)
12
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of April 3, 2006
(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 Officer (as defined below), and all
Directors and executive officers as a group:
SHARES OF
COMMON STOCK
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) OF CLASS
------------------------------------ ------------ --------
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403 ........................................ 2,797,033(2) 8.9%
Goldman Sachs Asset Management, L.P.
32 Old Slip
New York, NY 10005 ......................................... 4,019,774(3) 12.8%
Merrill Lynch & Co., Inc.
250 Vesey Street
New York, NY 10381 ......................................... 2,153,472(4) 6.9%
Tontine Capital Partners, L.P.
55 Railroad Avenue, 3rd Floor
Greenwich, CT 06830 ........................................ 2,615,200(5) 8.4%
Unicredito Italiano S.P.A.
Piazza Cordusio 2
20123 Milan, Italy ......................................... 2,143,138(6) 6.8%
Wachovia Corporation
One Wachovia Center
Charlotte, NC 28288 ......................................... 2,148,538(7) 6.9%
Ziff Asset Management, L.P.
283 Greenwich Avenue
Greenwich, CT 06830 ........................................ 1,686,000(8) 5.4%
David C. Burdakin ............................................. 10,067 *
Rodney P. Ehrlich ............................................. 67,268(9) *
Bruce N. Ewald ................................................ 15,833(10) *
Richard J. Giromini ........................................... 145,839(11) *
William P. Greubel ............................................ 353,330(12) 1.1%
John T. Hackett ............................................... 24,105(13) *
Martin C. Jischke ............................................. 10,067 *
J.D. (Jim) Kelly .............................................. 0 0
Stephanie K. Kushner .......................................... 3,691 *
Brent A. Larson ............................................... 42,875 *
Larry J. Magee ................................................ 2,030 *
Robert J. Smith ............................................... 12,784(14) *
13
Scott K. Sorensen ............................................. 1,930 *
Ronald L. Stewart ............................................. 3,116 *
All executive officers and Directors as a group (14 persons) .. 692,935(15) 2.2%
----------
* Less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to
securities. Shares of Common Stock subject to options or warrants currently
exercisable or exercisable within 60 days of April 3, 2006 are deemed
outstanding for purposes of computing the percentage ownership of the
person holding such options, but are not deemed outstanding for purposes of
computing the percentage ownership of any other person. Except where
indicated otherwise, and subject to community property laws where
applicable, the persons named in the table above have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
(2) Based solely on a Schedule 13G filed February 8, 2006 on behalf of Franklin
Resources, Inc. ("Franklin"). These shares of Common Stock are beneficially
owned by one or more investment companies or other managed accounts that
are investment advisory clients of investment advisors that are direct or
indirect subsidiaries of Franklin, including Franklin Advisory Services,
LLC ("FAS"), Franklin Advisors, Inc. ("FAI"), Franklin Templeton
Investments Corp. ("FTIC") and Franklin Templeton Portfolio Advisors, Inc.
("FTPA" and, together with FAS, FAI and FTIC, the "Advisory Subsidiaries").
Agreements between such investment advisory clients and the applicable
Advisor Subsidiary grant to the Advisor Subsidiary all investment and/or
voting power over the Common Stock owned by such advisory clients, except
as otherwise noted. The Advisory Subsidiaries have sole investment power
over the shares of Common Stock in the amounts indicated: FAS 1,789,500,
FAI 817,960, FTIC 189,300 and FTPA 273. The Advisory Subsidiaries have sole
voting power over the shares of Common Stock in the amounts indicated: FAS
1,785,000, FAI 800,660, FTIC 189,300, and FTPA 273. Advisory clients of
FTPA may limit its voting authority.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal
Shareholders") each own in excess of 10% of the outstanding common stock of
Franklin and are the principal stockholders of Franklin. Franklin and the
Principal Shareholders may be deemed to be the beneficial owners of
securities held by persons or entities advised by Franklin's subsidiaries,
including the Advisory Subsidiaries.
Franklin, the Advisory Subsidiaries and the Principal Shareholders have
disclaimed beneficial ownership of these shares of Common Stock.
Amount does not include shares of our Common Stock that may be beneficially
owned by Franklin Mutual Advisors, LLC, an indirect subsidiary of Franklin.
(3) Based solely on a Schedule 13G/A filed February 7, 2006. Goldman Sachs
Asset Management, L.P. has sole voting power with respect to 3,336,900 of
these shares, and has sole investment power with respect to all of these
shares.
(4) Based solely on a Schedule 13G filed February 7, 2006. Merrill Lynch & Co.,
Inc. ("Merrill Lynch") is a parent holding company. Merrill Lynch has
shared voting and investment power with respect to all of these 2,153,472
shares of Common Stock. Merrill Lynch Investment Managers ("MLIM") is an
operating division of Merrill Lynch, consisting of the following
indirectly-owned, asset management subsidiaries of Merrill Lynch, each of
which holds a portion of these shares of Common Stock: Federated Equity
Management Company of PA, Gartmore Mutual Fund Capital Trust, IQ Investment
Advisors, LLC, Fund Asset Management, L.P., Merrill Lynch Investment
Manager LLC, Merrill Lynch Investment Managers, L.P. and Pacific Life
Insurance Company.
14
(5) Based solely on a Schedule 13G filed February 6, 2006. Tontine Capital
Partners, L.P. ("Tontine") has shared voting and investment power with
respect to all of these shares. Tontine Capital Management, L.L.C. ("TCM"),
is the general partner of Tontine. Jeffrey L. Gendell is the managing
member of TCM and directs its operations.
(6) Based solely on a Schedule 13G/A filed February 14, 2006. Pioneer High
Yield Fund, an investment company registered under the Investment Company
Act of 1940, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of, 1,815,103 of these shares.
(7) Based solely on a Schedule 13G filed February 13, 2006. Wachovia
Corporation ("Wachovia") has sole voting power with respect to 2,148,238 of
these shares and sole investment power with respect to 2,131,238 of these
shares. All or part of these shares are held by the following direct or
indirect subsidiaries of Wachovia: Wachovia Securities, LLC, Evergreen
Investment Management Company, J.L. Kaplan Associates, LLC and Wachovia
Bank, N.A.
(8) Based solely on a Schedule 13G/A filed February 13, 2006. Each of Ziff
Asset Management, L.P., PKB Holdings, Inc., Philip B. Korsant and ZBI
Equities, L.L.C. share voting and investment power with respect to these
shares.
(9) Includes options held by Mr. Ehrlich to purchase 42,127 shares that are
currently, or will be within 60 days of April 3, 2006, exercisable.
Includes 14,000 shares held by a trust of which Mr. Ehrlich's wife is the
sole trustee and 6,011 shares held by a trust of which Mr. Ehrlich is the
sole trustee.
(10) Includes options held by Mr. Ewald to purchase 3,333 shares that are
currently, or will be within 60 days of April 3, 2006, exercisable.
(11) Includes options held by Mr. Giromini to purchase 109,787 shares that are
currently, or will be within 60 days of April 3, 2006, exercisable.
(12) Includes options held by Mr. Greubel to purchase 282,520 shares that are
currently, or will be within 60 days of April 3, 2006, exercisable.
(13) Includes options held by Mr. Hackett to purchase 9,000 shares that are
currently, or will be within 60 days of April 3, 2006, exercisable.
(14) Includes options held by Mr. Smith to purchase 5,634 shares that are
currently, or will be within 60 days of April 3, 2006, exercisable.
(15) Includes options held by our executive officers and Directors to purchase
an aggregate of 452,401 shares that are currently, or will be within 60
days of April 3, 2006, exercisable.
CURRENT EXECUTIVE OFFICERS OF WABASH
In addition to Mr. Greubel and Mr. Giromini, who are identified above under
the heading "Election of Directors," the table below sets forth the names, ages,
and current positions of each of our executive officers. The business experience
for each of these executive officers for at least the last five years is
described below the table.
NAME AGE POSITION
---- --- --------
Rodney P. Ehrlich.... 60 Senior Vice President- Chief Technology Officer
Bruce N. Ewald....... 54 Senior Vice President- Sales and Marketing
Timothy J. Monahan... 53 Senior Vice President- Human Resources
Robert J. Smith...... 59 Senior Vice President - Chief Financial Officer
Rodney P. Ehrlich. Mr. Ehrlich has been our Senior Vice President - Chief
Technology Officer since January 2004. From 2001-2003, Mr. Ehrlich was Senior
Vice President of Product Development. Mr. Ehrlich has been in charge of our
engineering operations since our founding.
15
Bruce N. Ewald. Mr. Ewald was appointed our Senior Vice President - Sales
and Marketing, in November 2005, after serving in the capacity of Vice President
and General Manager of Wabash National Trailer Centers since joining us in March
2005. For the prior 14 years, he served in a number of executive-level positions
of increasing responsibility with PACCAR, Inc., including: National Sales
Manager - PACCAR Parts Division; Director - Fleet Sales, Peterbilt Motors;
Midwest Region Manager, Peterbilt Motors; General Sales Manager - North America,
Peterbilt Motors; and Assistant General Manager - Sales and Marketing, Peterbilt
Motors.
Timothy J. Monahan. Mr. Monahan has been our Senior Vice President - Human
Resources since joining us on October 15, 2003. Mr. Monahan was previously with
Textron Fastening Systems from 1999 to October 2003 where he served as Vice
President - Human Resources. Mr. Monahan serves on the Board of Directors of
North American Tool Corporation.
Robert J. Smith. Mr. Smith was appointed our Senior Vice President - Chief
Financial Officer in October 2004, after serving as our Acting Chief Financial
Officer since June 2004, and our Vice President and Controller since joining us
in March 2003. Before joining us, Mr. Smith served from 2000 to 2001 as Director
of Finance for KPMG Consulting, Inc., now BearingPoint, Inc. From 1993 to 2000,
Mr. Smith was employed by Great Lakes Chemical Corp., serving from 1998 to 2000
as its Vice President and Controller.
For biographical information regarding Mr. Greubel and Mr. Giromini, please
see "Who Are the Director Nominees Standing for Election," above.
(THIS SPACE INTENTIONALLY LEFT BLANK)
16
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation for
services in all capacities to Wabash for the fiscal years ended December 31,
2005, 2004, and 2003 of (i) our Chief Executive Officer (ii) our four most
highly compensated executive officers, other than our Chief Executive Officer,
who were serving as executive officers on December 31, 2005, and (iii) one
additional executive officer, Mr. Larson, who was one of our four most highly
compensated executive officers in 2005, other than our Chief Executive Officer,
but who was not serving as an executive officer on December 31, 2005 (together,
the "Named Officers").
LONG-TERM COMPENSATION AWARDS
-----------------------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
------------------------ STOCK UNDERLYING ALL OTHER
SALARY BONUS AWARDS(2) OPTIONS COMPENSATION(3)
NAME AND PRINCIPAL POSITION(1) YEAR ($) ($) ($) (#) ($)
------------------------------ ---- ------- ------- ---------- ---------- ---------------
WILLIAM P. GREUBEL ............. 2005 673,692 122,400 676,212 25,360 105,458
Chief Executive Officer 2004 633,333 437,760 375,230 23,600 87,195
2003 600,000 528,300 0 175,000 182,558
RICHARD J. GIROMINI ............ 2005 406,058 61,500 254,758 9,560 55,819
President, Chief Operating 2004 383,676 219,451 143,400 9,900 60,872
Officer 2003 330,305 242,361 0 70,000 96,914
RODNEY P. EHRLICH .............. 2005 275,678 37,530 138,151 5,180 18,349
Senior Vice President - Chief 2004 261,275 134,467 71,700 4,800 21,387
Technology Officer 2003 251,275 143,126 0 20,000 10,337
BRUCE N. EWALD ................. 2005 181,214 90,002 317,625 10,000 21,378
Senior Vice President- 2004 0 0 0 0 0
Sales and Marketing 2003 0 0 0 0 0
BRENT A. LARSON ................ 2005 255,108 34,695 127,918 4,790 779
Senior Vice President - 2004 239,500 133,127 71,700 5,000 508
Sales & Marketing 2003 210,000 119,616 0 33,000 17,562
ROBERT J. SMITH ................ 2005 247,742 34,020 125,225 4,700 26,967
Senior Vice President - Chief 2004 188,493 115,425 59,750 8,600 21,629
Financial Officer 2003 134,041 84,261 0 0 7,387
(1) Mr. Greubel became our Chief Executive Officer on May 6, 2002. Mr. Giromini
became our Chief Operating Officer on July 15, 2002, and our President on
December 8, 2005. Mr. Ehrlich became our Senior Vice President - Chief
Technology Officer in January 2004. Mr. Ewald became our Senior Vice
President-Sales and Marketing in November 2005. Mr. Larson became our
Senior Vice President - Sales & Marketing on February 12, 2003 and resigned
effective December 29, 2005. Mr. Smith became our Senior Vice President -
Chief Financial Officer on October 20, 2004.
(2) The value of awards as indicated in the Restricted Stock Awards column in
the table is based upon the closing price of our Common Stock on the New
York Stock Exchange on the date of grant.
Following is the number and value of all shares of restricted stock held by
each Named Officer on December 31, 2005, based on the closing price of our
Common Stock on the New York Stock Exchange on December 30, 2005, the last
trading day prior to the end of the 2005 fiscal year, of $19.05 per share:
Mr. Greubel held 40,810 shares of restricted stock and stock units with an
aggregate value of $777,431; Mr. Giromini held 29,052 shares of restricted
stock with an aggregate value of $553,441; Mr. Ehrlich held 8,130 shares of
restricted stock with an aggregate value of $154,877; Mr. Ewald held 12,500
shares of restricted stock with an aggregate value of $238,125; Mr. Larson
held no shares of restricted stock; and Mr. Smith held 7,150 shares of
restricted stock with an aggregate value of $136,208. Dividends may be paid
on the restricted stock reported in this column.
17
(3) "All Other Compensation" consists of (i) matching contributions to our
401(k) Plan; (ii) matching contributions under our deferred compensation
plan; (iii) payments by us with respect to term life insurance for the
benefit of the respective officer; (iv) payments by us with respect to the
Executive Life Insurance Plan (which provides employees with a bonus to pay
for a universal life insurance policy that is fully owned by the employee);
(v) reimbursement of relocation expenses; (vi) tax accounting assistance
related to expatriate tax liability; and (vii) miscellaneous compensation,
including gift cards, health club fees, travel expenses and service
anniversary awards, with respect to each Named Officer in the year
indicated, as follows:
MATCHING EXECUTIVE
MATCHING DEFERRED LIFE TAX
401(K) COMPENSATION TERM LIFE INSURANCE RELOCATION ACCOUNTING
CONTRIBUTIONS CONTRIBUTIONS INSURANCE PLAN REIMBURSEMENT ASSISTANCE MISC.
YEAR ($) ($) ($) ($) ($) ($) ($)
---- ------------- ------------- --------- --------- ------------- ---------- -----
WILLIAM P. GREUBEL 2005 13,296 49,354 690 41,790 -- -- 328
2004 14,815 31,949 1,518 38,913 -- -- --
2003 2,000 -- 1,518 39,189 139,852 -- --
RICHARD J. GIROMINI 2005 10,860 25,020 690 18,501 -- -- 748
2004 16,978 24,125 1,518 18,250 -- -- --
2003 1,625 21,828 1,518 18,250 53,693 -- --
RODNEY P. EHRLICH 2005 9,901 6,880 1,340 -- -- -- 229
2004 13,578 5,379 2,430 -- -- -- --
2003 8,000 -- 2,337 -- -- -- --
BRUCE N. EWALD 2005 3,600 3,600 557 -- 13,592 -- 29
2004 -- -- -- -- -- -- --
2003 -- -- -- -- -- -- --
BRENT A LARSON 2005 -- -- 300 -- -- -- 479
2004 -- -- 508 -- -- -- --
2003 -- -- 391 -- 754 16,417 --
ROBERT J. SMITH 2005 9,761 15,887 1,290 -- -- -- 29
2004 9,763 10,272 1,594 -- -- -- --
2003 6,204 -- 1,183 -- -- -- --
(THIS SPACE INTENTIONALLY LEFT BLANK)
18
OPTION GRANTS IN LAST FISCAL YEAR
Shown below is information on grants of stock options during the year ended
December 31, 2005, to the Named Officers pursuant to our Amended 1992 Stock
Option and Incentive Plan, 2000 Stock Option and Incentive Plan, 2004 Stock
Incentive Plan and inducement options granted outside of any corporate plan.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENTAGE OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(3)
OPTIONS EMPLOYEES BASE PRICE EXPIRATION ---------------------
NAME GRANTED(1) IN 2005 (PER SHARE) (2) DATE 5% ($) 10% ($)
---- ---------- ------------- --------------- ---------- -------- ----------
William P. Greubel 25,360 15.29% $26.93 3/7/2015 $429,500 $1,088,438
Richard J. Giromini 9,560 5.77% $26.93 3/7/2015 $161,909 $ 410,310
Rodney P. Ehrlich 5,180 3.12% $26.93 3/7/2015 $ 87,729 $ 222,323
Bruce N. Ewald 10,000 6.03% $25.41 3/21/2015 $159,802 $ 404,970
Brent A. Larson 4,790 2.89% $26.93 3/7/2015 $ 81,124 $ 205,584
Robert J. Smith 4,700 2.83% $26.93 3/7/2015 $ 79,600 $ 201,722
----------
(1) Options granted vest generally with respect to 1/3 of the options on the
first anniversary of the date of grant, 1/3 of the options on the second
anniversary of the date of grant and 1/3 of the options on the third
anniversary of the date of grant.
(2) Options were granted having exercise prices at fair market values on dates
of grants.
(3) The dollar amounts set forth under these columns are the result of
calculations of assumed annual rates of stock price appreciation from the
date of grant to the date of expiration of such options of 5% and 10%.
These assumptions are not intended to forecast future appreciation of our
stock price. Our stock price may increase or decrease in value over the
time period set forth above.
(THIS SPACE INTENTIONALLY LEFT BLANK)
19
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Shown below is information with respect to the exercise of options by the
Named Officers to purchase our Common Stock during the 2005 fiscal year and
unexercised options to purchase our Common Stock pursuant to our Amended 1992
Stock Option and Incentive Plan, 2000 Stock Option and Incentive Plan, 2004
Stock Incentive Plan and inducement options granted outside of any corporate
plan held by the Named Officers as of December 31, 2005.
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES HELD AT DECEMBER 31, 2005 AT DECEMBER 31, 2005(2)
ACQUIRED --------------------------- ----------------------------
NAME ON EXERCISE VALUE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------------- ----------- ------------- ----------- -------------
William P. Greubel 36,667 $ 622,720 0 99,427 $1,922,324 $684,507
Richard J. Giromini 95,000 $1,667,500 79,966 39,494 $ 792,893 $233,807
Rodney P. Ehrlich 0 $ 0 32,133 15,047 $ 133,757 $ 66,803
Bruce N. Ewald 0 $ 0 0 10,000 $ 0 $ 0
Brent A. Larson 20,000 $ 358,000 28,667 11,000 $ 246,290 $110,220
Robert J. Smith 0 $ 0 2,867 10,433 $ 0 $ 0
(1) Based on the closing price on the New York Stock Exchange of our Common
Stock on the date of exercise.
(2) Based on the closing price on the New York Stock Exchange of our Common
Stock on December 30, 2005, the last trading day prior to the end of the
2005 fiscal year ($19.05 per share).
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
THE FOLLOWING REPORT OF THE COMPENSATION 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 Compensation Committee has furnished the following report on executive
compensation for fiscal 2005. During 2005, decisions on cash compensation and
equity compensation for our executive officers, including stock options and
restricted stock grants, were made by the Compensation Committee of the Board of
Directors.
Our General Philosophy on Executive Compensation. Our executive
compensation policies toward our executive officers are intended to provide
competitive levels of compensation that reflect our annual and long-term
performance goals, reward superior corporate performance, and assist us in
attracting and retaining qualified executives. Total compensation for our
executive officers is comprised of three principal components: base salary,
annual incentive compensation and long-term compensation tied to our Common
Stock.
Base Salary. Each year the Compensation Committee determines the base
salaries of each of the executive officers and that of the Chief Executive
Officer based on available competitive compensation data, the Compensation
Committee's assessment of each officer's past performance and its expectation as
to future contributions.
Annual Bonus Plan. The amounts of annual bonuses paid to the executive
officers under our bonus program (the "Bonus Plan") depend primarily upon
whether, and the extent to which, we or the executive officer, as appropriate,
achieve certain pre-established working capital, profit targets, and personal
performance objectives. Under the Bonus Plan, we have established for each
participant a percentage of his annual base salary that is to be the target
payout. The Compensation Committee reviews the target amount and the performance
metrics each year and changes are made when deemed necessary.
Generally, if we achieve our specific performance metrics objectives, each
Bonus Plan participant will receive a bonus for the year that is equal to plan
targets. If our performance exceeds target performance, payouts can exceed
target payout levels. Target payouts range from 15% to 100% of base salary.
After the bonus payouts are computed for each Bonus Plan participant, they are
subject to review and approval by the Compensation Committee. Bonuses are paid
to participants in the calendar year following the year in which bonuses are
earned by the participants.
20
In addition, certain executive officers may receive bonus amounts pursuant
to an executive employment agreement. Bonuses for 2003, 2004 and 2005 for each
of the Named Officers appear under the caption "Bonus" in the "Summary
Compensation Table" described in the proxy statement of which this report is a
part.
Long Term Compensation through Stock Option, Restricted Common Stock and
Stock Appreciation Rights. Under our 2000 Stock Option and Incentive Plan and
2004 Stock Incentive Plan, options may be granted to our officers, Directors,
other key employees, and those of our subsidiaries to purchase shares of Common
Stock at a price not less than market price at the date of grant. Options
granted under the 2000 Stock Option and Incentive Plan and the 2004 Stock
Incentive Plan typically become exercisable in annual installments of three
years, and options granted under our Amended 1992 Stock Option Plan, under which
grants may no longer be made, typically become exercisable in annual
installments of five years. Option grants to our non-employee Directors,
however, are fully vested and exercisable six months after the date of grant.
All options expire ten years after the date of grant.
The 2000 Stock Option and Incentive Plan and 2004 Stock Incentive Plan
provide for the award of restricted Common Stock to our Directors and officers
and key employees and those of our subsidiaries. In 2004, the Compensation
Committee began to reduce the portion of equity awards granted to officers as
options and increased the use of restricted stock. The forfeiture restrictions
applicable to restricted stock grants generally lapse ratably on the third,
fourth and fifth anniversaries of the grant date.
In 2001, we adopted a Stock Appreciation Rights Plan, under which stock
appreciation rights may be granted to our officers and key employees and those
of our subsidiaries. We have not made any grants in 2005 under the Stock
Appreciation Rights Plan.
Severance Agreements. We approved for our executives a change in control
policy on December 8, 2005, that is applicable to our Chief Executive Officer,
President and Chief Operating Officer, Senior Vice President - Chief Financial
Officer, Senior Vice President - Sales and Marketing, and Senior Vice President
- Human Resources. The initial term of the policy will be two years, during
which time the policy will be irrevocable, and the policy will be renewable for
subsequent one year terms. Benefits under the policy are payable in the event of
a qualifying termination, which is a termination within twelve months after a
change in control that is either by Wabash without cause or by the executive for
good reason, unless the executive is entitled to greater benefits under the
terms of an employment agreement. An executive must execute a release in favor
of the Company to receive benefits under the policy.
In the case of our Chief Executive Officer, and our and President and Chief
Operating Officer, the benefits under the policy upon a qualifying termination
are a severance payment of two times base salary plus two times the executive's
target bonus. 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 two years (or until comparable coverage is obtained by the
executive). In the case of our Senior Vice President and Chief Financial
Officer, Senior Vice President - Sales and Marketing and Senior Vice President -
Human Resources, the benefits under the policy upon a qualifying termination of
employment are a severance payment of one and one-half times base salary plus
one and one-half times the executive's target bonus. 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).
Further detail on severance arrangements with Messrs. Greubel and Giromini
is contained in the description of our employment agreements with these
individuals described elsewhere in the proxy statement of which this report is a
part.
Chief Executive Officer's 2005 Compensation. Our Chief Executive Officer
generally participates in the same executive compensation plans and arrangements
available to the other senior executives. Accordingly, the compensation of the
Chief Executive Officer consists of annual base salary, annual bonus and grants
of options and restricted stock. The Compensation Committee's general approach
in setting compensation of the Chief Executive Officer is to be competitive with
other companies in the industry, but to have a large portion of compensation
based upon our performance.
21
Mr. Greubel's compensation is based on a negotiated employment agreement
entered into in April 2002 between Mr. Greubel and us and it provides for a base
salary of $600,000 per year, which has now been increased to a base salary of
$710,000, and a bonus that is targeted at 50% of his base salary, but which has
been increased to 100% of his base salary and may range from 0% to 100% of his
base salary. This agreement is described in further detail elsewhere in the
proxy statement of which this report is a part. In negotiating Mr. Greubel's
compensation, the Board of Directors considered the criteria contained in this
report, his qualifications and experience, his previous compensation levels,
foregone awards and other compensation at his prior employer, and the
competitive marketplace for executive talent. In addition, it considered that a
substantial initial equity award in the form of an option was warranted and
necessary in order to attract an executive such as Mr. Greubel, and to provide
him a strong incentive to increase stockholder value. As a result of Mr.
Greubel's individual performance, we raised his base salary to $710,000 and
increased his bonus target to 100% of his base salary effective March 1, 2006,
and granted him an option to purchase 25,360 shares of our Common Stock along
with 25,110 restricted stock units. In keeping with the philosophy of granting
equity awards for the purpose of encouraging executive officers to focus on
long-term stockholder returns and for the purpose of encouraging the retention
of key executives, the forfeiture restrictions on the restricted stock granted
in 2005 begin to lapse after three years and do not fully lapse until the fifth
anniversary of the date of grant.
The Compensation Committee has determined that Wabash did not meet the
performance threshold targets for fiscal year 2005 established by the Committee
under the Bonus Plan. However, in light of our performance and that of our
management and employees during 2005, the Committee approved a performance-based
discretionary bonus award for our employees, including our Named Officers. Our
Board approved and ratified the performance-based award to our executive
officers in February 2006. Pursuant to the performance-based discretionary
bonus, Mr. Greubel was awarded a bonus of $122,400. Mr. Greubel's 2005 bonus
reflects Wabash's performance with respect to certain working capital, profit
and specific strategic objectives established by the Compensation Committee for
the 2005 fiscal year, as well as Mr. Greubel's individual performance and
leadership.
Section 162(m). 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 million paid to the five most highly
compensated executive officers. Performance-based compensation that has been
approved by stockholders, however, is excluded from the $1 million limit if,
among other requirements, 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 2005, all of the members of the Compensation
Committee qualified as "outside directors." The Compensation Committee considers
the impact of Section 162(m) when making its compensation decisions, however,
the Compensation Committee's primary focus is on the most appropriate methods
and approaches for the design and delivery of compensation to our executive
officers. The 2004 Stock Incentive Plan is structured to qualify as
"performance-based" and to satisfy the stockholder approval and outside director
administration requirements of Section 162(m). Accordingly, compensation awarded
by the Compensation Committee to any of the five most highly compensated
executive officers under the 2004 Stock Incentive Plan would be deductible under
Section 162(m).
Submitted by the
Members of the Compensation Committee
David C. Burdakin
John T. Hackett
Dr. Martin C. Jischke
Stephanie K. Kushner
Larry J. Magee
Scott K. Sorensen
Ronald L. Stewart
22
EMPLOYMENT AND SEVERANCE AGREEMENTS
Except for employment agreements we have entered into with Mr. Greubel and
Mr. Giromini, we do not have employment contracts with our executive officers.
In April 2002, we entered into an employment agreement with Mr. Greubel,
pursuant to which Mr. Greubel serves as our Chief Executive Officer, commencing
April 12, 2002 through March 31, 2005. The term of Mr. Greubel's employment
automatically renews for successive one-year periods unless and until either
party provides written notice, not less than 60 days prior to the end of the
then current term, of his or its intent not to renew the agreement. Neither
party provided the other with notice of the intent not to renew this agreement
prior to March 31, 2006; therefore, the term of this agreement automatically
renewed through March 31, 2007. The agreement requires us to use our
commercially reasonable efforts while Mr. Greubel is serving as our Chief
Executive Officer to cause him to be nominated for election to the Board of
Directors. Pursuant to this agreement, Mr. Greubel's initial base salary was set
at $600,000 per year, subject to annual adjustment in connection with annual
performance reviews and discussions between Mr. Greubel and us. Mr. Greubel's
current base salary is $710,000. Mr. Greubel is also eligible for an annual
bonus targeted at 100% of his base salary and which may range from 0% to 100% of
that year's base salary. Pursuant to the terms of the agreement, the Board of
Directors granted Mr. Greubel an initial option grant to purchase 250,000 shares
of our Common Stock at an exercise price of $10.01 per share. One-third of these
options vested on each of the first, second and third anniversary of Mr.
Greubel's employment.
In the event that we terminate Mr. Greubel's employment without cause, or
it is terminated by Mr. Greubel as a result of a material diminishment of his
position, duties or responsibilities; our assignment to Mr. Greubel of
substantial additional duties or responsibilities which are inconsistent with
the duties or responsibilities then being carried out by him and which are not
duties of an executive nature; our material breach of the agreement, which is
not corrected within twenty (20) business days of the receipt of a written
notice specifying the breach; material fraud on our part; or the discontinuance
of the active operation of our business or our insolvency or bankruptcy, we will
pay to Mr. Greubel the sum of two times his then current base salary. In
addition, all unvested options then held by Mr. Greubel shall become vested. If
we terminate Mr. Greubel's employment without cause, upon the attainment of
corporate objectives, he is entitled to receive a pro-rata portion of his bonus
for the year in which he is terminated. Mr. Greubel has agreed not to compete
with us during the term of his agreement and for a period of two years after
termination for any reason.
Mr. Greubel is also entitled to a severance package in the event that his
employment is terminated following a change of control of Wabash, as more
specifically described in the "Compensation Committee Report on Executive
Compensation" above.
In June 2002, we also entered into an employment agreement with Mr.
Giromini, pursuant to which Mr. Giromini now serves as our President and Chief
Operating Officer, commencing July 15, 2002 through July 15, 2003. The term of
Mr. Giromini's employment automatically renews for successive one-year periods
unless and until either party provides written notice, not less than 60 days
prior to the end of the then current term, of his or its intent not to renew the
agreement. Neither party provided the other with notice of the intent not to
renew this agreement prior to July 15, 2005; therefore the term of this
agreement automatically renewed through July 15, 2006. Pursuant to this
agreement, Mr. Giromini's initial base salary was set at $325,000 per year,
subject to annual adjustment in connection with annual performance reviews and
discussions between Mr. Giromini and us. Mr. Giromini's current base salary is
$451,000. Mr. Giromini is also eligible for an annual bonus targeted at 60% of
his base salary and which may range from 0% to 60% of that year's base salary.
Pursuant to the terms of the agreement, the Board of Directors granted Mr.
Giromini an initial option grant to purchase 125,000 shares of our Common Stock
at an exercise price of $8.65 per share. Two-thirds of these options vested on
the second anniversary of Mr. Giromini's employment and the remaining one-third
of these options vested on the third anniversary of Mr. Giromini's employment.
In the event that we terminate Mr. Giromini's employment without cause, or
it is terminated by Mr. Giromini as a result of a material diminishment of his
position, duties or responsibilities; our assignment to Mr. Giromini of
substantial additional duties or responsibilities which are inconsistent with
the duties or responsibilities then being carried out by him and which are not
duties of an executive nature; our material breach of
23
the agreement, which is not corrected within twenty (20) business days of the
receipt of a written notice specifying the breach; material fraud on our part;
or the discontinuance of the active operation of our business or our insolvency
or bankruptcy, we will pay to Mr. Giromini the sum of two times his then current
base salary. In addition, all unvested options then held by Mr. Giromini shall
become vested. If we terminate Mr. Giromini's employment without cause, upon the
attainment of corporate objectives, he is entitled to receive a pro-rata portion
of his bonus for the year in which he is terminated. Mr. Giromini has agreed not
to compete with us during the term of his agreement and for a period of two
years after termination for any reason.
Mr. Giromini is also entitled to a severance package in the event that his
employment is terminated following a change of control of Wabash, as more
specifically described in the "Compensation Committee Report on Executive
Compensation," above.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors in 2005 consisted of
Messrs. Hackett, Koci, Burdakin, Jischke, Magee, Sorensen, Stewart and Ms.
Kushner. None of these individuals is currently, or has ever been, an officer or
employee of Wabash or any of our subsidiaries. In addition, during 2005, none of
our executive officers served as a member of the board of directors or on the
compensation committee of any other entity that had an executive officer serving
on our Board of Directors or our Compensation Committee.
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 fiscal 2005 consisted of
Messrs. Hackett, Burdakin, Jischke, Magee, Sorensen and Ms. Kushner. Mr. Hackett
will resign as a member of the Audit Committee upon his resignation as a
Director, effective on the date of the Annual Meeting. The Committee's
responsibilities are described in a written charter adopted by the Board of
Directors in February 2003. The charter is included as Appendix A to the proxy
statement of which this report is a part and is also 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, which are described elsewhere in the
proxy statement of which this report is a part under the heading "What
Committees Has the Board Established--Audit Committee," the Audit Committee has:
- Reviewed and discussed with management our audited consolidated
financial statements for the fiscal year ended December 31, 2005;
- Discussed with Ernst & Young, our independent auditors for fiscal
2005, the matters required to be discussed by Statement on Auditing
Standards No. 61, Communication with Audit Committees, as currently in
effect;
- Received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as currently in
effect, and has discussed with the independent auditors their
independence; and
- Considered the compatibility of the non-audit services provided by the
auditors (which are described elsewhere in the proxy statement of
which this report is a part under the heading "Independent Registered
Public Accounting Firm") with the auditors' independence.
24
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 fiscal year ended December 31, 2005, for
filing with the SEC.
Independent Auditor Fees. As part of its ongoing activities, the Audit
Committee has approved the fees and services set forth in the proxy statement of
which this report is a part under the heading "Relationship with Independent
Auditors - Principal Accounting Fees and Services."
The Audit Committee's job is one of oversight. The members of the Audit
Committee are not experts in the fields of accounting or auditing, including
auditor independence. It is not the duty of the Audit Committee to prepare our
financial statements, to plan or conduct audits or to determine that our
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. Our management is responsible for
preparing our financial statements and for maintaining the system of internal
controls. The independent auditors are responsible for auditing our financial
statements and for expressing an opinion as to the conformity of our audited
financial statements with generally accepted accounting principles.
All current Audit Committee members have approved this report.
John T. Hackett
Stephanie K. Kushner
Larry J. Magee
Scott K. Sorensen
(THIS SPACE INTENTIONALLY LEFT BLANK)
25
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The following graph shows a comparison of cumulative total returns for an
investment in our Common Stock, the S&P 500 Composite Index and the Dow Jones
Transportation Index. It covers the period commencing December 31, 2000 and
ending December 31, 2005. The graph assumes that the value for the investment in
our Common Stock and in each index was $100 on December 31, 2000 and that all
dividends were reinvested. This graph is not deemed to be "soliciting material"
or to be "filed" with the SEC or subject to the SEC's proxy rules or to the
liabilities of Section 18 of the 1934 Act, and the graph shall not be deemed to
be incorporated by reference into any prior or subsequent filing by us under the
Securities Act of 1933, as amended, or the 1934 Act.
COMPARISON OF CUMULATIVE TOTAL RETURN
DECEMBER 31, 2000 THROUGH DECEMBER 31, 2005
AMONG WABASH NATIONAL CORPORATION, THE S&P 500 INDEX
AND THE DOW JONES TRANSPORTATION INDEX
(PERFORMANCE GRAPH)
WABASH S&P 500 DJ TRANS
------ ------- --------
2000 100.00 100.00 100.00
2001 91.94 88.11 90.70
2002 98.78 68.64 80.29
2003 345.37 88.33 105.86
2004 317.44 97.94 135.21
2005 226.67 102.75 150.97
26
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information regarding our equity compensation
plans as of December 31, 2005.
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE WEIGHTED AVERAGE FUTURE ISSUANCE UNDER EQUITY
ISSUED UPON EXERCISE OF EXERCISE PRICE OF COMPENSATION PLANS (EXCLUDING
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, SECURITIES
WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
PLAN CATEGORY (A) (B) (C)
------------- -------------------------- -------------------- -----------------------------
Equity Compensation plans
approved by security holders..... 503,563(1) $22.98 570,464(3)
Equity Compensation plans not
approved by security holders..... 518,952(2) $ 8.98 795,226
Total............................... 1,022,515 $15.88 1,365,690
(1) Consists of shares of Common Stock to be issued upon exercise of
outstanding options granted under the Wabash National Corporation Amended
1992 Stock Option Plan, shares of Common Stock to be issued upon exercise
of outstanding options granted under the Wabash National Corporation 1992
Directors Stock Option Plan, shares of Common Stock to be issued under the
Wabash National Corporation Directors and Executives Deferred Compensation
Plan, and shares of Common Stock to be issued upon exercise of outstanding
options granted under the Wabash National Corporation 2004 Stock Incentive
Plan. There are no securities that are currently issuable under the Wabash
National Corporation Directors and Executives Deferred Compensation Plan,
and the number of securities available for grant under that plan is
indeterminable as that number is dependent upon future deferrals by
eligible participants.
(2) Consists of shares of Common Stock to be issued upon exercise of
outstanding options granted under the Wabash National Corporation 2000
Stock Option and Incentive Plan, shares of Common Stock to be issued under
the Wabash National Corporation Stock Bonus Plan, shares of Common Stock to
be issued under the Wabash National Corporation Employee Stock Purchase
Plan and inducement options that were granted outside of any formal
corporate plan.
(3) Consists of shares of Common Stock available for future issuance pursuant
to our 2004 Stock Incentive Plan. All 570,464 shares of Common Stock
available as of December 31, 2005 for future issuance under this plan were
available for future issuance pursuant to grants in the form of restricted
stock, stock units, unrestricted stock and other incentive awards, subject
to certain limitations in the plan.
RESTRICTED STOCK AND STOCK UNIT GRANTS
We have issued an aggregate of 232,370 shares of restricted stock and stock
units pursuant to the Wabash National Corporation 2004 Stock Incentive Plan, of
which 21,600 were forfeited or otherwise cancelled, and 7,750 vested, on or
before December 31, 2005, with 203,020 remaining subject to forfeiture as of
that date. We have issued an aggregate of 25,605 shares of restricted stock
pursuant to the Wabash National Corporation 2000 Stock Option and Incentive
Plan, of which 12,730 were forfeited or otherwise cancelled, and 8,375 vested,
on or before December 31, 2005, with 4,500 remaining subject to forfeiture as of
that date. We have issued an aggregate of 58,054 shares of restricted stock in
the form of inducement grants, none of which were subject to forfeiture as of
December 31, 2005.
2000 STOCK OPTION AND INCENTIVE PLAN
Our Board of Directors adopted the Wabash National Corporation 2000 Stock
Option and Incentive Plan effective November 2000. This plan provides for the
grant of non-qualified stock options and restricted stock in order to attract,
retain and compensate Directors, highly qualified officers, key employees and
other persons. There were 2,000,000 shares of stock originally authorized for
issuance under the plan. The exercise price for each option
27
granted is set by the Compensation Committee, but is required to be at least the
fair market value of a share of our Common Stock on the date of grant. The
Compensation Committee sets the vesting schedule for each option granted and
sets the restricted period for each grant of restricted stock. Upon a change in
control of Wabash, all outstanding shares subject to options vest and all
restrictions and conditions applicable to shares subject to restricted stock
lapse. The term of the plan is 10 years, unless earlier terminated by the Board
of Directors. As a result of the approval of the 2004 Stock Incentive Plan at
our 2004 annual meeting of stockholders, the number of shares available for
grant under the 2000 Stock Option and Incentive Plan was reduced to 100,000
shares, which remain available.
EMPLOYEE STOCK PURCHASE PLAN
Our Board of Directors adopted the Wabash National Corporation Employee
Stock Purchase Plan effective June 1993. This plan provides for the purchase of
our Common Stock by certain employees in order to increase the employees'
interest in our growth and success and to retain the employees' services. An
employee purchases the stock by electing to have deducted from his or her
payroll a whole percentage amount of at least two percent and no more than 15
percent of the employee's daily compensation. There were 200,000 shares of
Common Stock originally authorized for issuance under the Employee Stock
Purchase Plan. The purchase price for each share of Common Stock is the fair
market value of the Common Stock on the last day of the applicable period. The
Board of Directors may terminate this plan at any time. As of December 31, 2005,
241,736 shares of Common Stock remained available for grant under this plan.
STOCK BONUS PLAN
Our Board of Directors adopted the Wabash National Corporation Stock Bonus
Plan effective January 1, 1997. This plan provides that stock may be awarded as
supplementary compensation as an incentive and reward to eligible long service
employees who, through industry, ability and exceptional service, contribute
materially to our success. There were 500,000 shares of stock originally
authorized for issuance under the Stock Bonus Plan. The Board of Directors has
the authority to determine, in its sole discretion, the amount of individual
stock bonus awards. This plan may be amended, suspended or terminated by the
Board of Directors at any time. As of December 31, 2005, 453,490 shares of
Common Stock remained available for grant under this plan, which amount
reflects our 3 for 2 stock split in July 1994.
INDUCEMENT GRANTS
We have issued non-qualified stock options outside of any plan in
connection with inducing certain individuals to accept employment by us. In the
aggregate, we have issued options to purchase 385,000 shares of Common Stock to
three individuals. The exercise price for each option granted was set by the
Compensation Committee at the fair market value of the shares subject to that
option. The Compensation Committee set vesting schedules that vest over three
years. Upon a change in control of Wabash, all outstanding shares subject to
options vest. The term of each option is 10 years.
(THIS SPACE INTENTIONALLY LEFT BLANK)
28
RELATIONSHIP WITH INDEPENDENT AUDITORS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The accounting firm of Ernst & Young LLP acted as our independent auditors
for the year ended December 31, 2005. Representatives of Ernst & Young LLP are
expected to be present at the Annual Meeting and will have an opportunity to
make a statement if they desire and are expected to be available to respond to
appropriate questions.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The fees billed by Ernst & Young LLP for professional services provided to
us for the years ended December 31, 2005 and December 31, 2004 were as follows:
FEE CATEGORY 2005 2004
------------ ---------------------- ------
(DOLLARS IN THOUSANDS)
Audit Fees $1,250 $1,390
Audit-Related Fees 15 97
Tax Fees 107 136
All Other Fees 177 0
------ ------
Total Fees $1,549 $1,623
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 LLP 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 2004 and 2005, these services included audits of benefit plans,
audits, accounting consultation, consulting on internal controls and other
audit-related services.
Tax Fees. Consist of fees billed for professional services for tax
compliance, tax advice and tax planning. In 2004 and 2005, these services
include assistance related to state tax filing and incentives reviews of
corporation tax filings, consulting or net operating loss treatments, and review
of tax audits.
All Other Fees. In 2005, these services include the performance of
financial due diligence and other related services provided in connection with
our acquisition of the outstanding stock of Transcraft Corporation, which
transaction closed in March 2006.
In 2005, all Ernst & Young LLP fees were pre-approved by the Audit
Committee pursuant to the policy described below or related to contracts
existing on May 11, 2005. After consideration, the Audit Committee has concluded
that the provision of non-audit services by Ernst & Young LLP to Wabash is
compatible with maintaining the independence of Ernst & Young LLP.
The Audit Committee has not yet selected our auditors for the year ending
December 31, 2006. As part of our ongoing process of evaluating services and
costs, the Audit Committee is evaluating its options.
29
PRE-APPROVAL POLICY FOR AUDIT AND NON-AUDIT FEES
The Audit Committee's policy is to pre-approve all audit and permissible
non-audit services performed by our independent public accountants. These
services may include audit services, audit-related services, tax services and
other services. For audit services, 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. If agreed to by the Audit Committee, this
engagement letter is formally accepted by the Audit Committee at the meeting of
the Audit Committee.
For all services, our senior management submits to the Audit Committee a
request that the Audit Committee approve specific services recommended by
management and engage our independent auditor to provide such services. In
addition, the Audit Committee pre-approves all non-audit services that the
independent auditor is permitted to provide from time-to-time during the year.
Prior to approval by the Audit Committee, all fee proposals for non-audit
services must be approved in advance in writing by the requesting department
head and by the Corporate Controller. Any fee proposal greater than $25,000 must
also be approved in advance in writing by the Chief Financial Officer. Any fee
proposal greater than $100,000 must also be approved in advance in writing by
the Chairman of the Audit Committee. The Audit Committee will be informed
routinely as to the non-audit services actually provided by the independent
auditor pursuant to this pre-approval process.
GENERAL MATTERS
AVAILABILITY OF CERTAIN DOCUMENTS
A copy of our 2005 Annual Report on Form 10-K is enclosed. 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 Nomination and Corporate
Governance Committees, as well as our Corporate Governance Guidelines and our
Code of Business Conduct and Ethics, are available on the About Us 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.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Stockholder Proposes for Inclusion in 2007 Proxy Statement. To be eligible
for inclusion in the proxy statement for our 2007 annual meeting, stockholder
proposals must be received by the Company's Corporate Secretary no later than
the close of business on December 18, 2006. 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 2007 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 2007 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 18, 2007 and February 17, 2007.
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.
30
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
herein 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
/s/ CYNTHIA J. KRETZ
----------------------------------------
CYNTHIA J. KRETZ
Vice President General Counsel
and Corporate Secretary
April 17, 2006
31
APPENDIX A
WABASH NATIONAL CORPORATION
AUDIT COMMITTEE CHARTER
PURPOSE
The purpose of the Audit Committee is to assist in Board oversight of the:
(1) Integrity of the financial statements of the Company;
(2) Compliance by the Company with legal and regulatory requirements;
(3) Qualifications and independence of the Company's independent auditors;
and
(4) Performance of the Company's internal audit functions and independent
auditors.
COMMITTEE MEMBERSHIP
The Audit Committee shall consist of no fewer than three members of the Board
all of whom shall meet the independence, experience and expertise requirements
of the New York Stock Exchange and applicable rules and regulations. At all
times at least one member of the Audit Committee shall be a "financial expert"
within the meaning of Section 407 of the Sarbanes-Oxley Act of 2002 and
applicable rules and regulations of the Securities and Exchange Commission.
The members of the Audit Committee shall be appointed by the Board on the
recommendation of the Nominating and Corporate Governance Committee. Audit
Committee members may be removed and replaced by the Board.
COMMITTEE POWERS, AUTHORITY, DUTIES, AND RESPONSIBILITIES
1. The Audit Committee shall have the sole authority to:
a) Appoint the independent auditors to be retained by the Company;
b) Approve the compensation of the independent auditors; and
c) Be directly responsible, and have the sole authority, for the
discharge or replacement of the independent auditors.
2. The Audit Committee shall approve in advance ALL services provided by
the independent auditors whether or not related to the audit.
The Company shall provide for appropriate funding, as determined by
the Audit Committee, for payment of compensation to the independent
auditors retained by the Company for the purpose of rendering or
issuing an audit report.
3. The Audit Committee shall review the annual audited financial
statements with management and the independent auditors including:
a) Major issues regarding accounting and auditing principles and
practices;
b) The Company's disclosures under "Management's Discussion and
Analysis of Results of Operations and Financial Condition";
c) The adequacy of internal controls that could significantly affect
the Company's financial statements;
A-1
d) Any material correcting adjustments that have been identified by
the independent auditor;
e) Any material off-balance sheet transactions;
f) Arrangements, obligations and other relationships of the Company
with unconsolidated entities or other persons that may have a
material current or future effect on financial condition, changes
in financial condition, results of operations, liquidity, capital
expenditures, capital resources, or significant components of
revenues or expenses; and
g) Other matters related to the conduct of the audit which are to be
communicated to the Audit Committee under Statement on Auditing
Standards No. 61, Communications with Audit Committees.
4. The Audit Committee shall review analyses and reports prepared by
management and the independent auditors of:
a) Significant financial reporting issues and judgments, and
critical accounting policies and practices in connection with the
preparation of the company's financial statements;
b) The ramifications of the use of alternative disclosures and
treatments;
c) The treatment preferred by the independent auditors; and
d) Other material written communications between the independent
auditors and management, any "management" or "Internal control"
letter issued, or proposed to be issued, by the audit firm to the
company or schedule of unadjusted differences.
5. The Audit Committee shall review with management and the independent
auditors the Company's quarterly financial statements and the
Company's disclosures under "Management's Discussion and Analysis of
Results of Operations and Financial Condition."
The Audit Committee shall also discuss earnings press releases, as
well as financial information and earnings guidance provided to
analysts and rating agencies.
6. The Audit Committee shall:
a) Review policies and procedures with respect to Company
transactions in which officers or directors have an interest; and
b) Where appropriate, including when their review is requested by
management or the independent auditors:
1) Review policies and procedures with regard to officers'
expense accounts and perquisites;
2) Review any officer or director use of corporate assets for
personal gain;
3) Consider the results of any review of these areas by the
internal audit staff or independent auditors; and
4) Review all related party transactions and similar matters to
the extent required by the New York Stock Exchange to be
approved by an audit committee or comparable body.
7. The Audit Committee shall meet periodically with management, the
senior internal audit executive, and the independent auditors to
review the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures.
A-2
The Audit Committee shall also review and evaluate the Company's
processes for identifying and assessing key financial statement risk
areas and for and implementing steps to address such risk areas.
8. The Audit Committee shall review major changes to the Company's
auditing and accounting principles and practices as suggested by the
independent auditor, internal auditors, or management.
9. The Audit Committee shall receive periodic reports, at least annually,
from the independent auditor regarding:
a) The auditor's independence;
b) The auditor's internal quality-control procedures;
c) Any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any
inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or
more independent audits carried out by the firm, and any steps
taken to deal with any such issues; and
d) Relationships between the independent auditors and the Company,
discuss such reports with the auditor, and take appropriate
action any disclosed relationship to satisfy itself of the
auditor's independence.
The Audit Committee will also establish clear hiring policies for
employees or former employees of the independent auditor.
10. The Audit Committee shall evaluate the performance of the independent
auditor and, if so determined by the Audit Committee, have the
exclusive to terminate and replace the independent auditors (subject,
if deemed appropriate, to shareholder ratification).
11. The Audit Committee shall review the appointment, compensation and
replacement of the senior internal auditing executive.
12. The Audit Committee shall review the significant reports to management
prepared by the internal auditing department and management's
responses thereto.
13. The Audit Committee shall meet with the independent auditor prior to
the audit to review the planning and staffing of the annual audit and
other examinations of the Company's quarterly, annual, and other
financial information. The Audit Committee shall also review with the
senior internal audit executive and the independent auditors the
coordination of audit efforts to ensure completeness of coverage,
reduction of redundant efforts and the effective use of internal and
external audit resources.
14. The Audit Committee shall inquire of the independent auditors as to
whether they are aware that Section 10A of the Securities Exchange Act
of 1934 has been implicated.
15. The Audit Committee shall review with the independent auditor any
problems or difficulties the auditor may have encountered and any
management letter provided by the auditor and the Company's response
to any such problems or difficulties and to any management letter.
Such review should include:
a) Any difficulties encountered in the course of the audit work, any
restrictions on the scope of activities or access to information;
b) Any changes required in the planned scope of the internal audit;
and
c) The independent auditor's assessment of the Company's internal
structure.
A-3
16. The Audit Committee shall prepare the report required by the rules of
the Securities and Exchange Commission to be included in the Company's
annual proxy statement and shall receive the information to be
provided by the independent auditors for inclusion in the proxy
statement, including with regard to fees relating to the audit.
17. The Audit Committee shall advise the Board with respect to the
Company's policies and procedures regarding compliance with applicable
laws and regulations and with the Company's Code of Conduct.
18. The Audit Committee shall review with the Company's general counsel
legal and regulatory matters that may have a material impact on the
financial statements, the Company's compliance policies and any
material reports or inquiries received from external counsel,
regulators or governmental agencies.
19. The Audit Committee shall establish procedures for the receipt,
retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls or auditing matters
and the confidential, anonymous submission by employees of the Company
of concerns regarding questionable accounting or auditing matters.
20. The Audit Committee shall meet at least annually in separate executive
sessions with:
a) The chief financial officer and the members of management;
b) The senior internal audit executive; and
c) The independent auditors.
21. The Audit Committee may form and delegate authority to subcommittees
if determined to be necessary or advisable.
22. The Audit Committee shall make reports to the Board at the next
regularly scheduled meeting following the meeting of the Audit
Committee accompanied by any recommendation to the Board.
23. The Audit Committee shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board for
approval.
24. The Audit Committee shall annually review its own performance.
25. The Audit Committee shall have the authority to engage, and obtain
advice and assistance from, outside legal, accounting and other
advisers, and the Company shall provide appropriate funding therefore
as determined by the Audit Committee.
26. The Audit Committee shall have such other authority and
responsibilities as may be assigned to it from time to time by the
Board.
27. While the Audit Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Audit Committee to
plan or conduct audits or to determine that the Company's financial
statements are complete and accurate and are in accordance with
generally accepted accounting principles. Nor is it the duty of the
Audit Committee to conduct investigations, to resolve disagreements,
if any, between management and the independent auditor or to ensure
compliance with laws and regulations the Company's Code of Conduct.
Adopted by the Board of Directors on February 19, 2003.
A-4
C/O NATIONAL CITY BANK
Corporate Trust Operations
Locator 5352
P. O. Box 92301
(WABASH NATIONAL LOGO) Cleveland, OH 44101-4301
YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the Annual Meeting of Shareholders, you
can be sure your shares are represented at the meeting by promptly returning
your proxy in the enclosed envelope.
Please fold and detach card at perforation before mailing.
(WABASH NATIONAL LOGO)
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2006
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1.
Date: ____________________________, 2006
----------------------------------------
Signature(s) of shareholder
----------------------------------------
Signature, if held jointly
Please sign exactly as name appears in
address. When signing as attorney,
executor, administrator, trustee, or
guardian, please give your title as
such. If joint account, please provide
both signatures.
Please fold and detach card at perforation before mailing.
WABASH NATIONAL CORPORATION PROXY
The undersigned hereby appoints David C. Burdakin and Martin C. Jischke, or each
of them, as the proxies of the undersigned, with full power of substitution, to
vote all shares of Common Stock of Wabash National Corporation that the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held May 18, 2006, or any postponement or adjournment thereof, as
follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL LISTED PROPOSALS.
Proposal 1. Election of nine Directors by all Stockholders
Nominees:
David C. Burdakin
Stephanie K. Kushner
Richard J. Giromini
Larry J. Magee
William P. Greubel
Scott K. Sorensen
Martin C. Jischke
Ronald L Stewart
J.D. (Jim) Kelly
[ ] FOR ALL
[ ] WITHHOLD ALL
[ ] FOR ALL (Except Nominee(s) listed below)
Proposal 2. The proxies are authorized to vote in their discretion on any other
matters which may properly come before the Annual Meeting.
PLEASE VOTE, SIGN, DATE, AND RETURN THIS PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE
(Continued and to be signed on reverse side.)