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/s/ Kelly W. Benton
Kelly W. Benton Vice President and Corporate Controller |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (
No Changes.
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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. ☐
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Item 5.07 |
Submission of Matters to a Vote of Security Holders |
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On April 29, 2022, Saia, Inc. held its Annual Meeting of Stockholders. The matters listed below were submitted to a vote of Saia’s stockholders through the solicitation of proxies, and the proposals are described in detail in Saia’s Proxy Statement. The results of the stockholder vote are as follows:
Proposal 1—Election of Directors
The Director Nominees listed below were elected to serve as Class III directors to hold office until the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified.
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Director Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
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Kevin A. Henry |
24,920,903 |
54,054 |
12,801 |
410,084 |
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Frederick J. Holzgrefe, III |
24,401,490 |
573,981 |
12,287 |
410,084 |
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Donald R. James |
24,922,416 |
52,538 |
12,804 |
410,084 |
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Richard D. O’Dell |
24,195,573 |
780,102 |
12,083 |
410,084 |
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Continuing Directors |
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Di-Ann Eisnor |
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Donna E. Epps |
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John P. Gainor |
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Randolph W. Melville |
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Jeffrey C. Ward |
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Susan F. Ward |
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Proposal 2— Advisory Vote on Executive Compensation
Our stockholders approved, on an advisory basis, the compensation of the Named Executive Officers disclosed in the Proxy Statement.
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For |
Against |
Abstain |
Broker Non-Votes |
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23,659,291 |
1,313,310 |
15,157 |
410,084 |
Proposal 3— Approval of the Elimination of Supermajority Voting
Our stockholders approved an amendment to Saia’s Amended and Restated Certificate of Incorporation to eliminate provisions in the certificate that require approval of holders of two-thirds of the outstanding shares of common stock to amend certain provisions of the certificate.
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For |
Against |
Abstain |
Broker Non-Votes |
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24,973,937 |
10,279 |
3,542 |
410,084 |
Proposal 4— Approval of an Increase in Authorized Shares of Common Stock
Our stockholders approved an increase in the number of shares of authorized common stock from 50,000,000 shares to 100,000,000 shares.
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For |
Against |
Abstain |
Broker Non-Votes |
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23,714,609 |
1,679,371 |
3,862 |
0 |
Proposal 5— Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2022
Our stockholders ratified the appointment of KPMG LLP to serve as Saia’s independent registered public accounting firm for the 2022 fiscal year.
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For |
Against |
Abstain |
Broker Non-Votes |
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25,019,580 |
365,081 |
13,181 |
0 |
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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/s/ Kelly W. Benton
Kelly W. Benton Vice President and Corporate Controller |
