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Registrant's Telephone
Number (including area code):
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:
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
iHTLD
iNASDAQ
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 11, 2023, the Compensation Committee of the Board of Directors of Heartland Express, Inc. (the "Company") approved the following compensation increase to one of the Company's named executive officers.
The increase was effective immediately.
Named Executive Officer
Previous Annualized Salary
New Annualized Salary
Increase
Michael
J. Gerdin, Chief Executive Officer, President and Director
7
$860,000
$1,050,000
$190,000
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 11, 2023, the Annual Meeting of Stockholders of Heartland Express, Inc. (the "Company") was held, at which meeting seven (7) directors were elected to serve as the Board of Directors until the 2024 Annual Meeting of Stockholders, the appointment of Grant Thornton, LLP as the
Company's independent registered public accounting firm for 2023 was ratified, the compensation of named executive officers of the Company was approved in an advisory and non-binding vote and the one year frequency of future executive compensation votes was approved in an advisory and non-binding vote.
The voting tabulation on the election of directors was as follows:
Nominee
Votes
For
Votes Withheld
Broker Non-votes
Michael J. Gerdin
72,011,478
1,557,277
2,896,589
Dr. Benjamin J. Allen
69,546,672
4,022,083
2,896,589
James
G. Pratt
71,268,660
2,300,095
2,896,589
Larry J. Gordon
64,656,085
8,912,670
2,896,589
Brenda S. Neville
50,875,404
22,693,351
2,896,589
Michael
J. Sullivan
65,238,416
8,330,339
2,896,589
David P. Millis
72,122,969
1,445,786
2,896,589
The voting tabulation on the appointment of Grant Thornton LLP as the
Company's independent registered public accounting firm for 2023 was as follows:
For
Against
Abstain
76,359,016
76,210
30,118
The
voting tabulation on the non-binding advisory vote on named executive officer compensation was as follows:
For
Against
Abstain
Broker Non-votes
73,167,067
379,297
22,391
2,896,589
The
voting tabulation on the non-binding advisory vote on the frequency of future executive compensation votes was as follows:
1 Year
2 Years
3 Years
Abstain
Broker
Non-votes
70,328,005
8,661
3,211,879
20,210
2,896,589
Accordingly, the Company’s stockholders expressed a preference to hold future executive compensation votes each year. The Board of Directors considered the results of the non-binding advisory vote on the frequency of future executive compensation votes
and determined that it would hold future executive compensation votes each year until the next stockholder non-binding advisory vote on the frequency of these votes.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.
