Wabash National (WNC) Proxy filing summary

Executive summary

• Continued execution of long-term strategy despite a challenging freight and equipment market in 2025, with a focus on recurring revenue growth through Parts & Services and investments in commercial capabilities, innovation, and manufacturing productivity.

• Emphasis on people, culture, and operational excellence as foundations for resilience and long-term value creation, with a forward-looking strategy to expand aftermarket parts revenue and customer support services in 2026.

• Commitment to sustainability, diversity, and community impact, including measurable progress in environmental initiatives, employee engagement, and charitable support.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: election of nine directors, advisory approval of executive compensation (say-on-pay), and ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Virtual-only annual meeting scheduled for May 13, 2026, with each share entitled to one vote per proposal.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; diversity includes women and ethnically diverse members.

• Four standing committees: Nominating, Corporate Governance and Sustainability; Compensation; Audit; and Finance.

• Annual board and committee self-assessments, independent chairperson, and robust succession planning.

• Board and committees exercise strong oversight of enterprise risk management, governance, and ESG practices.