8-K 1 form8k.htm FORM 8-K (ANNUAL MEETING RESULTS)
Knight-Swift Transportation Holdings Inc.
8-K on 05/20/2020   Download
SEC Document
SEC Filing

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): May 19, 2020




Knight-Swift Transportation Holdings Inc.
(Exact name of registrant as specified in its charter)

 
Delaware
 
001-35007
 
20-5589597
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
20002 North 19th Avenue Phoenix, Arizona 85027
 
(Address of principal executive offices and zip code)
(602) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock $0.01 Par Value  
KNX
  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  ☐
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 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On Tuesday, May 19, 2020, the Company held its Annual Meeting of Stockholders. The matters voted upon at the 2020 Annual Meeting of Stockholders and the results of such voting are set forth below.

Proposal No. 1:
 
The Company's stockholders elected three Class III directors, each to serve a term of one year:
 
       
For
 
Withheld
 
Broker Non-Votes
   
David Jackson
 
145,002,106
 
3,509,940
 
14,244,561
   
Kevin Knight
 
143,364,158
 
5,147,888
 
14,244,561
   
Roberta Roberts Shank
 
147,582,421
 
929,625
 
14,244,561
                 
                 
Proposal No. 2:
 
The Company's stockholders conducted an advisory, non-binding vote to approve executive compensation:
   
For
 
Against
 
Abstain
 
Broker Non-Votes
   
145,003,788
 
3,449,150
 
59,108
 
14,244,561
                 
                 
Proposal No. 3:
 
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2020:
   
For
 
Against
 
Abstain
 
   
162,030,632
 
680,988
 
44,987
 
               
               
Proposal No. 4:
 
The Company’s stockholders voted for the First Amended and Restated Certificate of Incorporation of Knight-Swift Transportation Holdings Inc., which includes amendments to declassify the Board:
   
For
 
Against
 
Abstain
 
Broker Non-Votes
   
147,979,288
 
25,842
 
506,916
 
14,244,561
                 
                 
Proposal No. 5:
 
The Company’s stockholders voted for the Knight-Swift Transportation Holdings Inc. Second Amended and Restated 2014 Omnibus Incentive Plan:
   
For
 
Against
 
Abstain
 
Broker Non-Voters
   
146,725,336
 
1,719,339
 
67,371
 
14,244,561
                 
                 
Proposal No. 6:
 
The Company’s stockholders voted against a stockholder proposal to allow certain stockholder actions by written consent:
   
For
 
Against
 
Abstain
 
Broker Non-Voters
   
40,053,855
 
108,226,789
 
231,402
 
14,244,561

SIGNATURES

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.



 
Knight-Swift Transportation Holdings Inc.
(Registrant)
 
Date:
 
May 20, 2020
 
/s/ Adam W. Miller
   
Adam W. Miller
Chief Financial Officer