Wabash National Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine directors named in the proxy to serve one‑year terms until the next annual meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote on the Compensation of Our Named Executive Officers (Say‑on‑Pay

   ManagementBoard: FOR

   A non‑binding, advisory vote asking shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This advisory proposal asks shareholders to approve, on a non‑binding basis, the Company’s overall executive compensation program as disclosed in the proxy, including the Compensation Discussion and Analysis, detailed pay tables, and narrative. Management seeks shareholder approval to validate its compensation philosophy which emphasizes alignment with long‑term stockholder value through a mix of base salary, short‑term incentives (the Management Incentive Plan tied to operating income, working capital and parts & services revenue), and long‑term equity awards (a blend of RSUs and multi‑year PSUs tied to RTSR, ROIC and free cash flow conversion). The Compensation Committee uses an independent advisor, a defined peer group, and explicit performance metrics and payout curves to limit excessive risk‑taking and to balance short‑ and long‑term incentives. The Board’s recommendation for FOR is supported by governance features such as significant weighting to variable, performance‑based pay, stock ownership guidelines, clawback provisions, anti‑hedging rules, and an independent compensation committee review process. The vote is advisory and not binding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions; prior stockholder support in 2025 exceeded 91%, which the Committee cites as evidence of investor alignment. Relevant context includes cyclical industry dynamics that influence metric selection (e.g., operating income and working capital) and management’s aim to drive recurring revenue growth from Parts & Services, while using RTSR and ROIC to focus executives on market relative performance and capital efficiency. Potential controversies for investors include the degree of CEO pay leverage to equity (noted in the proxy), the use of multi‑year performance metrics that may be sensitive to macro cycles, and the fact that advisory votes do not compel specific changes; these factors should be weighed against the Compensation Committee’s disclosed governance safeguards and historical shareholder support. Overall, a sophisticated analyst should view the proposal as a referendum on whether the compensation structure and disclosed pay outcomes appropriately align management incentives with long‑term shareholder value, given the Company’s strategy, performance metrics, and governance controls.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as Wabash National Corporation’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Wabash National Corp 2026 annual meeting?

Wabash National Corp (WNC) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Wabash National Corp 2026 meeting?

The record date for the Wabash National Corp 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Wabash National Corp's 2026 meeting?

The board is presenting 9 director nominees at the Wabash National Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Wabash National Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Wabash National Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.