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SAIA Saia

Filed: 3 May 21, 4:15pm

 

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 27, 2021

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $.001 per share

 

SAIA

 

The 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 5.07

Submission of Matters to a Vote of Security Holders

On April 27, 2021, 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 2024 Annual Meeting of Stockholders and until their successors are elected and qualified.

 

Director Nominee

For

Against

Abstain

Broker Non-Votes

Di-Ann Eisnor

24,983,828

90,999

1,466

300,446

Jeffrey C. Ward

24,740,253

333,987

2,053

300,446

Susan F. Ward

25,025,250

49,742

1,301

300,446

 

 

 

 

 

Continuing Directors

 

 

 

 

Frederick J. Holzgrefe, III

 

 

 

 

Richard D. O’Dell

 

 

 

 

Donna E. Epps

 

 

 

 

John P. Gainor

 

 

 

 

Randolph W. Melville

 

 

 

 

 

Proposal 2— 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

24,500,694

514,369

61,230

300,446

 

Proposal 3— Approval of Amendment to Amended and Restated Certificate of Incorporation to declassify the Board of Directors

 

Our stockholders approved an amendment to Saia’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors.

 

For

Against

Abstain

Broker Non-Votes

25,059,845

10,262

6,186

300,446

 

Proposal 4— Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2021

 

Our stockholders ratified the appointment of KPMG LLP to serve as Saia’s independent registered public accounting firm for the 2021 fiscal year.

 

For

Against

Abstain

Broker Non-Votes

25,203,272

172,159

1,308

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 3, 2021


 

 

/s/ Stephanie R. Maschmeier

Stephanie R. Maschmeier

Chief Accounting Officer
(Principal Accounting Officer)