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(Address of principal executive offices and zip code)
(i602)
i269-2000
(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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
Stock $0.01 Par Value
iKNX
iNew 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 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. ☐
ITEM
5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On Tuesday, May 16, 2023, Knight-Swift Transportation Holdings Inc. (the "Company") held its Annual Meeting of Stockholders. The matters voted upon at the 2023 Annual Meeting of Stockholders and the results of such voting are set forth below.
Proposal
No. 1:
The Company's stockholders elected eleven directors, each such director to serve a term of one year:
For
Against
Abstain
Broker Non-Votes
Reid
Dove
131,341,237
13,999,338
123,258
5,453,959
Michael Garnreiter
139,636,030
5,702,301
125,502
5,453,959
Louis Hobson
140,831,290
4,506,817
125,726
5,453,959
David
Jackson
142,289,899
3,050,165
123,769
5,453,959
Gary Knight
140,229,889
5,002,385
231,559
5,453,959
Kevin Knight
138,285,388
6,681,656
496,789
5,453,959
Kathryn
Munro
130,746,441
14,618,103
99,289
5,453,959
Jessica Powell
144,536,797
827,929
99,107
5,453,959
Roberta Roberts Shank
139,571,353
5,793,500
98,980
5,453,959
Robert
Synowicki, Jr.
140,464,555
4,874,118
125,160
5,453,959
David Vander Ploeg
138,565,156
6,774,293
124,384
5,453,959
Proposal
No. 2:
The Company's stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers:
For
Against
Abstain
Broker
Non-Votes
136,844,735
8,397,419
221,679
5,453,959
Proposal
No. 3:
In a non-binding, advisory vote, the Company’s stockholders voted as follows on the proposal to select the frequency of future non-binding, advisory votes on the compensation of the Company’s named executive officers:
1 Year
2 Years
3
Years
Abstain
Broker Non-Votes
137,380,254
30,151
7,958,314
95,114
5,453,959
Proposal
No. 4:
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2023:
For
Against
Abstain
149,261,468
1,554,747
101,577
Proposal
No. 5:
The Company’s stockholders voted against a stockholder proposal for an independent board chairperson:
For
Against
Abstain
Broker Non-Votes
51,298,510
94,008,699
156,624
5,453,959
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.
