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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 20, 2004
Wabash National Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-10883 52-1375208
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(State or other (Commission (IRS Employer
jurisdiction File No.) Identification No.)
of incorporation)
1000 Sagamore Parkway South, Lafayette, Indiana 47905
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(765) 771-5310
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry into Material Agreement.
On December 9, 2004, the Board of Directors of Wabash National Corporation,
approved compensation for the Company's non-employee directors, effective
January 1, 2005, that provides for:
o An annual retainer for non-employee Directors of $40,000 per calendar
quarter except for the Chairman of the Board who receives $55,000. Such
retainers are paid quarterly, 1/2 in cash and 1/2 in Common Stock of
the Corporation.
o An annual retainer of $5,000 for each non-employee director who is a
committee Chair. Payments are made quarterly in cash.
o Non-employee Directors also receive $1,000 for each committee meeting
he or she attends either in person or via telephone.
Also, non-employee directors annually receive a restricted stock award
of 1,000 shares on the last day of the fiscal year. One-half of these shares
vest on the first anniversary of the grant date and one-half vest on the second
anniversary of the grant date. Vesting of the restricted stock will be
accelerated on the first to occur of either (1) an involuntary termination of
the directorship and (2) the voluntary resignation of the director if the
director has served for one year since the date of grant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
WABASH NATIONAL CORPORATION
Date: December 20, 2004 By: /s/ Robert J. Smith
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Robert J. Smith
Senior Vice President and Chief
Financial Officer
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