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HTLD Heartland Express

Filed: 18 May 21, 8:00pm

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 13, 2021

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HEARTLAND EXPRESS, INC.
(Exact name of registrant as specified in its charter)

Nevada000-1508793-0926999
(State of other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)

901 HEARTLAND WAY  NORTH LIBERTY, IA52317
(Address of Principal Executive Offices) (Zip Code)
(319) 626-3600
Registrant's Telephone Number (including area code):


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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueHTLDNASDAQ


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 May 13, 2021, the Annual Meeting of Stockholders of Heartland Express, Inc. (the "Company") was held, at which meeting eight (8) directors were elected to serve as the Board of Directors until the 2022 Annual Meeting of Stockholders, the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for 2021 was ratified, compensation of named executive officers of the Company was approved in an advisory and non-binding vote, and the Heartland Express, Inc. 2021 Restricted Stock Award Plan was approved.

The voting tabulation on the election of directors was as follows:

NomineeVotes ForVotes WithheldBroker Non-votes
Michael J. Gerdin71,930,050 1,905,818 1,548,374 
Dr. Benjamin J. Allen72,248,608 1,587,260 1,548,374 
James G. Pratt72,463,934 1,371,934 1,548,374 
Dr. Tahira K. Hira67,075,194 6,760,674 1,548,374 
Larry J. Gordon69,230,103 4,605,765 1,548,374 
Brenda S. Neville72,714,268 1,121,600 1,548,374 
Michael J. Sullivan72,785,593 1,050,275 1,548,374 
David P. Millis72,288,634 1,547,234 1,548,374 

The voting tabulation on the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2021 was as follows:

ForAgainstAbstain
75,205,181159,47019,591

The voting tabulation on the non-binding advisory vote on named executive officer compensation was as follows:

ForAgainstAbstainBroker Non-votes
73,348,624479,0908,1541,548,374


The voting tabulation on the approval of the Heartland Express, Inc. 2021 Restricted Stock Award Plan was as follows:

ForAgainstAbstainBroker Non-votes
73,461,753194,586179,5291,548,374 



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.

  HEARTLAND EXPRESS, INC.
   
Date:May 18, 2021 By:/s/Christopher A. Strain
  Christopher A. Strain
  Vice President-Finance,
  Treasurer and Chief Financial Officer