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): April 25, 2024 |
SAIA, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
0-49983 |
48-1229851 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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11465 Johns Creek Parkway Suite 400 |
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Johns Creek, Georgia |
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30097 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 770 232-5067 |
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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, par value $.001 per share |
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SAIA |
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Nasdaq Global Select Market |
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 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 25, 2024, Saia, Inc. (the “Company”) held its annual meeting of stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, as described further in Item 5.07 below, Saia’s stockholders approved the Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”) that adds a provision to the Company’s certificate of incorporation limiting the liability of certain officers of the Company and makes other various conforming and technical revisions. The Second Amended and Restated Certificate of Incorporation is further described in “Proposal 3 - Amend and Restate the Company’s Certificate of Incorporation to Limit the Liability of Certain Officers and Make Various Conforming and Technical Revisions” on pages “61-62” of Saia’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 18, 2024 (the “Proxy Statement”).
On April 30, 2024, Saia filed the Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The foregoing description of the Second Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the 2024 Annual Meeting, stockholders voted on the four proposals outlined in the Proxy Statement and cast their votes as described below.
Proposal 1—Election of Directors.
The Director Nominees listed below were elected to serve as directors to hold office until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified.
Director Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
Di-Ann Eisnor |
25,243,815 |
106,686 |
14,977 |
390,515 |
Donna E. Epps |
25,184,947 |
165,574 |
14,957 |
390,515 |
John P. Gainor |
25,175,843 |
173,560 |
16,075 |
390,515 |
Kevin A. Henry |
25,240,220 |
109,945 |
15,313 |
390,515 |
Frederick J. Holzgrefe, III |
25,318,797 |
31,511 |
15,170 |
390,515 |
Donald R. James |
25,240,468 |
109,681 |
15,329 |
390,515 |
Randolph W. Melville |
25,112,096 |
238,069 |
15,313 |
390,515 |
Richard D. O’Dell |
24,717,648 |
631,800 |
16,030 |
390,515 |
Jeffrey C. Ward |
24,534,111 |
770,353 |
61,014 |
390,515 |
Susan F. Ward |
25,237,709 |
112,817 |
14,952 |
390,515 |
Proposal 2— Advisory Vote to Approve Executive Compensation.
Our stockholders approved, on an advisory basis, the compensation of the Named Executive Officers disclosed in the Proxy Statement.
For |
Against |
Abstain |
Broker Non-Votes |
24,509,323 |
839,220 |
16,935 |
390,515 |
Proposal 3— Amend and Restate the Company’s Certificate of Incorporation to Limit the Liability of Certain Officers and Make Various Conforming and Technical Revisions.
Our stockholders approved an amendment and restatement of Saia’s certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions.
For |
Against |
Abstain |
Broker Non-Votes |
23,011,267 |
2,337,881 |
16,330 |
390,515 |
Proposal 4— Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2024.
Our stockholders ratified the appointment of KPMG LLP to serve as Saia’s independent registered public accounting firm for the 2024 fiscal year.
For |
Against |
Abstain |
Broker Non-Votes |
25,152,282 |
588,752 |
14,959 |
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Item 8.01 |
Other Events. |
On May 1, 2024, the Company issued and sold $100 million aggregate principal amount of senior notes (the “Notes”), pursuant to the Private Shelf Agreement (the “Shelf Agreement”), dated November 9, 2023, by and among the Company, PGIM, Inc. (“Prudential”), and certain affiliates and managed accounts of Prudential. The Notes bear interest at 6.09% per annum and will mature on May 1, 2029. The Company previously announced the execution of the Shelf Agreement and agreement to sell the Notes under Items 1.01 and 2.03 in a Current Report on Form 8-K dated November 9, 2023.
The foregoing description of the Notes and the Shelf Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Shelf Agreement, which contains the form of senior notes, a copy of which is filed as Exhibit 4.1 to the Form 8-K dated November 9, 2023, and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit Number |
Description |
3.1 |
Second Amended and Restated Certificate of Incorporation of Saia, Inc. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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SAIA, INC. |
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Date: May 1, 2024 |
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/s/ Kelly W. Benton |
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Kelly W. Benton |
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Vice President and Chief Accounting Officer (Principal Accounting Officer) |
Exhibit 3.1
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SAIA, INC.
The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 4, 2000 under the name of ABC Trucking, Inc., and was amended to change the name of the Corporation to SCS Transportation, Inc. by Certificate of Amendment filed on October 1, 2001. An Amended and Restated Certificate of Incorporation was filed effective as of September 30, 2002. The Amended and Restated Certificate of Incorporation was amended to change the name of the Corporation to Saia, Inc. by Certificate of Ownership and Merger on July 20, 2006. The Amended and Restated Certificate of Incorporation was further amended on June 30, 2021 and on June 3, 2022.
This Second Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation and by the stockholders of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.
This Second Amended and Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of the Corporation, as heretofore amended or supplemented.
The text of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
NAME
REGISTERED AGENT
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PURPOSE
AUTHORIZED CAPITAL STOCK
The total number of shares of stock which the Corporation shall have authority to issue is 100,050,000 shares. Such shares shall consist of 50,000 shares of preferred stock, par value $0.001 per share, amounting to $50 in the aggregate and 100,000,000 shares of common stock, par value $0.001 per share, amounting to $100,000 in the aggregate.
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STOCKHOLDER ACTION
BOARD OF DIRECTORS; ELECTION
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AMENDMENT OF CERTIFICATE OF INCORPORATION
EXCULPATION; INDEMNIFICATION
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IN WITNESS WHEREOF, the Corporation has caused this Second Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer and attested by its Secretary this 29th day of April, 2024.
By: /s/Frederick J. Holzgrefe, III
Name: Frederick J. Holzgrefe, III
Title: Chief Executive Officer
By: /s/Douglas L. Col
Name: Douglas L. Col
Title: Secretary
this 29th day of April, 2024.