Radiant Logistics, Inc.
8-K on 11/13/2020   Download
SEC Document
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false 0001171155 0001171155 2020-11-11 2020-11-11

 

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) November 11, 2020

 

RADIANT LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35392

 

04-3625550

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

405 114th Avenue, S.E., Third Floor

Bellevue, Washington 98004

(Address of principal executive offices) (Zip Code)

(425) 943-4599

(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 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))

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, $.001 Par Value

 

RLGT

 

NYSE American

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.

At the annual meeting of stockholders of Radiant Logistics, Inc. (the “Company,” “we” or “us”) held on November 11, 2020, the holders of our outstanding common stock took the actions described below. As of the record date for the annual meeting, 49,674,634 shares of common stock were issued and outstanding, each entitled to one vote per share.

 

1.

The stockholders elected Bohn H. Crain, Michael Gould and Richard P. Palmieri to serve on our board of directors until the 2021 annual meeting of stockholders and their successors have been duly elected and qualified. The results of the voting are as follows:

 

Name

For

 

Against

 

Abstain

Broker Non-Votes

 

Bohn H. Crain

 

38,981,806

 

 

784,498

 

131,701

 

5,378,774

 

Jack Edwards

 

19,042,646

 

 

20,719,038

 

136,321

 

5,378,774

 

Michael Gould

 

26,840,119

 

 

12,926,185

 

131,701

 

5,378,774

 

Richard P. Palmieri

 

26,655,630

 

 

13,110,674

 

131,701

 

5,378,774

 

 

Under the Company’s majority voting policy, a director nominee must tender a conditional offer of resignation subject to acceptance or rejection by the Company’s board of directors in the event the director receives a greater number of votes “against” his or her election than votes “for” his or her election in an uncontested election. At the annual meeting, Jack Edwards received more votes “against” his election than votes “for” his election. As a result, Mr. Edwards tendered his resignation from the board of directors, with the effectiveness of such resignation conditioned upon the board of directors’ acceptance thereof. The board of directors will then decide as to whether the offered resignation should be accepted or rejected, or whether other board of directors’ action should be taken. The board of directors will publicly announce its decision regarding the offered resignation and the rationale behind it within 90 days after the election results have been certified. As provided in the majority voting policy, Mr. Edwards will not participate in the deliberations of the board of directors with respect to his resignation, but his service will otherwise continue pending the outcome of those deliberations.

It is the Company’s understanding that the number of “against” votes received by Mr. Edwards were substantially due to a report issued by ISS Proxy Advisory Services Committee (“ISS”) in which ISS recommended an “against” vote for Mr. Edwards in his role as Chair of the Company’s Audit and Executive Oversight Committee based on the Company’s position with respect to certain corporate governance matters. The recommendation by ISS was made in accordance with its proxy voting guidelines, which are of general applicability and without regard to Mr. Edwards or any other person individually.

 

2.

The stockholders approved a proposal to ratify the selection of BDO USA, LLP as our independent auditor for the 2021 fiscal year. The results of the voting are as follows:

 

For

 

Against

 

Abstain

Broker Non-Votes

 

 

45,029,884

 

 

32,742

 

214,153

 

None

 

 

 

3.

The stockholders did not approve, on an advisory basis, our executive compensation. The results of the voting are as follows:

 

For

 

Against

 

Abstain

Broker Non-Votes

 

 

17,577,387

 

 

21,602,848

 

717,770

 

5,378,774

 

 

 

 

 

 

 

 


 

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.

 

 

 

Radiant Logistics, Inc.

 

 

 

 

Date: November 13, 2020

 

 

By:

 

/s/ Todd Macomber

 

 

 

 

 

Todd Macomber

 

 

 

 

 

Senior Vice President and Chief Financial Officer