UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
i WABASH
NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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i Delaware | | i 52-1375208 |
(State
or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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i 1000
Sagamore Parkway South | | |
i Lafayette | i Indiana | | i 47905 |
(Address
of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: ( i 765) i 771-5310
Not
applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ☐Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
i ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
i ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title
of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
i Common Stock, $0.01 par value | | i WNC | | i New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company i ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Wabash National Corporation (the “Company”) announced that the employment of Jeffrey L. Taylor, the Company’s Senior Vice President and Chief Financial Officer, had ended on January 16, 2020. Mr. Taylor was succeeded as the Company’s Senior Vice President and Chief Financial Officer, effective on January 16, 2020, by Michael N. Pettit, who has served as the Company’s Senior Vice President and Group President, Final Mile Products since
January 1, 2018. Prior to becoming the Company’s Senior Vice President and Group President, Final Mile Products, Mr. Pettit had served as the Company’s Vice President of Finance and Investor Relations since 2014. He also served as the Company’s Final Mile Products segment integration leader following the Company’s acquisition of Supreme Industries, Inc. in September 2017. Mr. Pettit joined the Company in 2012 and has held a number of positions with increasing
responsibility, including Director of Finance for Commercial Trailer Products. Prior to joining the Company, from 1998 to 2012, Mr. Pettit held various finance positions with increasing responsibility at Ford Motor Company. Mr. Pettit earned his Masters of Business Administration from Indiana University and his Bachelor of Science in Industrial Management from Purdue University. As of the date of this Current Report on Form 8-K, no changes to Mr. Pettit’s compensation arrangements, which are described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on April 5, 2019, have been made in connection with his promotion. If any such changes are made, they
will be disclosed in a timely amendment to this Current Report on Form 8-K. A copy of the Company’s press release announcing Mr. Pettit’s appointment as Senior Vice President and Chief Financial Officer is attached as Exhibit 99.1. Mr. Taylor’s separation from employment was without cause for purposes of the Company’s Executive Severance Plan and, as a result, he is entitled to receive the severance benefits provided by the Plan as described in the Company’s definitive proxy statement on Schedule 14A filed
with the Securities Exchange Commission on April 5, 2019. Under the terms of the Company’s Executive Severance Plan, Mr. Taylor’s entitlement to severance is conditioned on his execution and non-revocation of a release of claims and on his compliance with restrictive covenants set forth in the Plan. No new compensatory arrangements were entered into with Mr. Taylor in connection with his departure, and no existing arrangements were modified. Item 9.01 Financial Statements and Exhibits.
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Exhibit No. | | Description |
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104 | | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| WABASH NATIONAL CORPORATION |
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| By: | |
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| | President and Chief Executive Officer |
