0001492691false00014926912024-05-142024-05-14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 14, 2024
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Knight-Swift Transportation Holdings Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-35007 |
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20-5589597 |
| (State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
2002 West Wahalla Lane
Phoenix, Arizona 85027
(Address of principal executive offices and zip code)
(602) 269-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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| 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: |
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
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: |
| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock $0.01 Par Value |
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KNX |
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New 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 ☐
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 |
On Tuesday, May 14, 2024, Knight-Swift Transportation Holdings Inc. (the "Company") held its Annual Meeting of Stockholders. The matters voted upon at the 2024 Annual Meeting of Stockholders and the results of such voting are set forth below.
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| Proposal No. 1: |
The Company's stockholders elected twelve directors, each such director to serve a term of one year: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Amy Boreger |
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138,952,493 |
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1,338,114 |
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59,694 |
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9,439,358 |
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Reid Dove |
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136,293,397 |
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3,986,632 |
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70,272 |
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9,439,358 |
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Michael Garnreiter |
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136,400,208 |
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3,883,017 |
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67,076 |
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9,439,358 |
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Louis Hobson |
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136,725,843 |
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3,556,856 |
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67,602 |
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9,439,358 |
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Gary Knight |
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137,147,798 |
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3,146,572 |
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55,931 |
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9,439,358 |
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Kevin Knight |
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136,624,470 |
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3,669,739 |
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56,092 |
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9,439,358 |
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Adam Miller |
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138,254,520 |
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2,027,570 |
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68,211 |
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9,439,358 |
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Kathryn Munro |
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134,758,190 |
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5,531,422 |
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60,689 |
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9,439,358 |
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Jessica Powell |
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137,075,516 |
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3,214,900 |
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59,885 |
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9,439,358 |
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Roberta Roberts Shank |
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138,524,742 |
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1,764,426 |
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61,133 |
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9,439,358 |
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Robert Synowicki, Jr. |
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136,702,975 |
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3,575,737 |
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71,589 |
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9,439,358 |
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David Vander Ploeg |
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129,183,834 |
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11,095,858 |
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70,609 |
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9,439,358 |
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| Proposal No. 2: |
The Company's stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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137,927,898 |
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2,321,332 |
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101,071 |
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9,439,358 |
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| Proposal No. 3: |
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2024: |
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For |
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Against |
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Abstain |
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148,421,238 |
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1,306,291 |
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62,130 |
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| Proposal No. 4: |
The Company’s stockholders voted against a stockholder proposal regarding managing climate risk through science-based targets and transition planning: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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17,418,902 |
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122,100,479 |
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830,920 |
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9,439,358 |
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: |
May 15, 2024 |
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/s/ Andrew Hess |
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Andrew Hess |
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Chief Financial Officer |
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