saia-8k_20180426.htm

 

 

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 26, 2018

 

 

SAIA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Delaware

 

0-49983

 

48-1229851

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

11465 Johns Creek Parkway, Suite 400

Johns Creek, GA

 

 

 

30097

(Address of principal executive offices)

 

 

(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 (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))

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 5.07

Submission of Matters to a Vote of Security Holders

 

On April 26, 2018, Saia, Inc. held its Annual Meeting of Stockholders. The matters listed below were submitted to a vote of Saia’s stockholders through the solicitation of proxies, and the proposals are described in detail in Saia’s Proxy Statement. The results of the stockholder vote are as follows:  

 

Proposal 1—Election of Directors

 

The Director Nominees listed below were elected to serve as Class I directors to hold office until the 2021 Annual Meeting of Stockholders and until their successors are elected and qualified.  

 

Director Nominee

For

Against

Abstain

Broker Non-Votes

Di-Ann Eisnor.

23,767,846

145,744

4,720

595,117

William F. Evans

23,757,910

155,990

4,410

595,117

Herbert A. Trucksess, III

23,282,035

631,638

4,637

595,117

Jeffrey C. Ward

23,177,206

736,382

4,722

595,117

 

 

 

 

 

Continuing Directors

 

 

 

 

John P. Gainor, Jr.

 

 

 

 

John J. Holland

 

 

 

 

Randolph W. Melville

 

 

 

 

Richard D. O’Dell

 

 

 

 

Björn E. Olsson

 

 

 

 

Douglas W. Rockel

 

 

 

 

 

Proposal 2— Approval of the Saia, Inc. 2018 Omnibus Incentive Plan

 

Our stockholders approved the Saia, Inc. 2018 Omnibus Incentive Plan disclosed in the Proxy Statement.

For

Against

Abstain

Broker Non-Votes

23,190,861

716,871

10,578

595,117

 

Proposal 3— Advisory Vote on 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

23,132,715

776,596

8,999

595,117

 

Proposal 4—Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2018

 

Our stockholders ratified the appointment of KPMG LLP to serve as Saia’s independent registered public accounting firm for the 2018 fiscal year.

For

Against

Abstain

Broker Non-Votes

23,980,513

529,342

3,572

0



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.

 

 

 

 

 

 

 

 

 

 

SAIA, INC.

 

 

 

 

 

Date: May 2, 2018

 

/s/ Stephanie R. Maschmeier

 

 

 

 

Stephanie R. Maschmeier

 

 

 

 

Controller and Principal Accounting Officer