SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
11465 Johns Creek Parkway, Suite 400
Johns Creek, GA
(Address of principal executive offices)
Registrant’s telephone number, including area code (770) 232-5067
(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
Name of each exchange on which registered
Common Stock, par value $.001 per share
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. ☐
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.
Jeffrey C. Ward
Susan F. Ward
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.
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.
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.
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.
/s/ Stephanie R. Maschmeier
Stephanie R. Maschmeier
Chief Accounting Officer