UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM i 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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i Knight-Swift Transportation Holdings Inc.
(Exact name of registrant as specified in its charter)
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i Delaware
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i 20-5589597
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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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i 2002 West Wahalla Lane
i Phoenix, i Arizona i 85027
(Address of principal executive offices and zip code)
( i 602) i 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: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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))
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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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i Common Stock $0.01 Par Value
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i KNX
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i NYSE
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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 i ☐
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 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS
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This Current Report on Form 8-K/A (this
“Amendment”) amends the Current Report on Form 8-K filed by Knight-Swift Transportation Holdings Inc. (the
“Company”) with
the Securities and Exchange Commission on
March 1, 2024 (the
“Original 8-K”) and is being filed to supplement
the Company’s disclosure under Item 5.02 of the Original 8-K. The Original 8-K otherwise remains unchanged.
As previously disclosed in the Original 8-K,
the Company appointed Adam Miller as
the Company’s Chief Executive Officer and Andrew Hess as
the Company’s Chief
Financial Officer, both effective
February 26, 2024. At the time of the Original 8-K, the Compensation Committee (the
“Committee”) of
the Company’s Board of Directors had not yet made determinations regarding any compensation adjustments in
connection with these appointments.
The Company is filing this Amendment to disclose that on
March 13, 2024, the Committee approved the following compensation matters.
In connection with Mr. Miller’s appointment as Chief Executive Officer, the Committee approved (i) an increase in base salary from $825,000 to $900,000, effective
March 4, 2024 and (ii) an increase in target cash bonus potential under
the Company’s cash bonus plan for 2024 from 100% to 110% of base salary.
In connection with Mr. Hess’s appointment as Chief Financial Officer, the Committee approved (i) a base salary of $425,000, effective
March 4, 2024, (ii) a target
cash bonus potential under
the Company’s cash bonus plan for 2024 of 75% of base salary, (iii) a grant of time-vested restrictive stock units totaling $288,000, with the number of restricted stock units determined based on the closing price of the
Company’s common stock on the grant date, vesting as follows: 33% on
January 31, 2025; 33% on
January 31, 2026; and 34% on
January 31, 2027, and (iv) a grant of performance-based restricted stock units totaling $432,000, with the number of
performance-based restricted stock units determined based on the closing price of
the Company’s common stock on the grant date, vesting based on certain Company and relative performance targets over a performance period ending
December 31, 2026.
Additionally, as previously disclosed in the Original 8-K, on
February 26, 2024 (the
“Separation Date”)
, David A. Jackson
stepped down as Chief Executive Officer of
the Company and as a member of the Board. In connection with Mr. Jackson’s separation from
the Company, Mr. Jackson and
the Company entered into a Severance Agreement and Release, dated
March 8, 2024 (the
“Severance Agreement”).
Pursuant to the Severance Agreement, provided that Mr. Jackson executes and does not revoke a release of claims in favor of
the Company and its affiliates and
complies with certain restrictive covenants summarized below, Mr. Jackson will receive: (a) a lump-sum payment of $1,850,000, (b) a payment of $1,850,000, payable in equal installments over the 24-month period following the Separation Date, and (c)
a lump-sum payment of $1,800,000, representing amounts in respect of (i) COBRA continuation, (ii) consideration for restrictive covenants, and (iii) approximately 50% of Mr. Jackson’s target bonus for the 2024 fiscal year.
In consideration for the payments made by
the Company under the Severance Agreement, Mr. Jackson has agreed to a general release of claims in favor of
the Company
and its affiliates. Mr. Jackson also agreed to be bound by certain restrictive covenants concerning non-competition, non-solicitation, non-disclosure, non-disparagement, and certain restrictions with respect to acquisitions and service on boards of
directors.
The foregoing summary description of the Severance Agreement is qualified in its entirety by reference to the full text of the Severance Agreement, which will be
filed with
the Company’s Form 10-Q for the quarter ended
March 31, 2024.
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.
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Knight-Swift Transportation Holdings Inc.
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(Registrant)
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Date:
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March 14, 2024
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Chief Executive Officer
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