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SAIA Saia

Filed: 2 Jul 21, 4:06pm

 

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) June 30, 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 3.03

Material Modification to Rights of Security Holders.

 

The information set forth in Item 5.03 below is incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective June 30, 2021, Saia, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate”). The Amendment modified Article VI of the Certificate to declassify the Company’s Board of Directors ( the “Board”).

The Company’s stockholders approved the Amendment at the Company’s 2021 Annual Meeting of Stockholders.  The Amendment modifies the rights of holders of the Company’s common stock, par value $0.001.

Prior to the Amendment, Article VI of the Certificate divided the Board into three classes elected for staggered, three-year terms. The Amendment provides for the phased elimination of the classified Board structure. Directors elected prior to the effectiveness of the Amendment will complete their respective terms and be eligible thereafter for re-election for one-year terms. Beginning with the 2024 Annual Meeting of Stockholders, the entire Board will be elected annually.

The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference.

 

Item 9.01

Financial Statements and Exhibits

 

 

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company

 

 

104

Cover Page Interactive Date 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.

 


 


 


SAIA, INC.


Date:    July 2, 2021


 

 

/s/ Stephanie R. Maschmeier

Stephanie R. Maschmeier

Chief Accounting Officer
(Principal Accounting Officer)