saia-8k_20160429.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, 2016

 

 

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))

 

 

 



Item 5.07

Submission of Matters to a Vote of Security Holders

 

On April 26, 2016, 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 following individuals were elected to serve as Class II directors to hold office until the 2019 Annual Meeting of Stockholders and until their successors are elected and qualified.  

 

Director Nominee

For

Against

Abstain

Broker Non-Votes

John J. Holland

22,316,909

602,988

7,301

988,329

Richard D. O’Dell

22,770,090

149,882

7,226

988,329

Douglas W. Rockel

22,715,198

204,774

7,226

988,329

 

 

 

 

 

Continuing Directors

 

 

 

 

William F. Evans

 

 

 

 

Linda J. French

 

 

 

 

John P. Gainor, Jr.

 

 

 

 

Randolph W. Melville

 

 

 

 

Björn E. Olsson

 

 

 

 

Herbert A. Trucksess, III

 

 

 

 

Jeffrey C. Ward

 

 

 

 

 

Proposal 2—Approval of the Second Amended and Restated Saia, Inc. 2011 Omnibus Incentive Plan

 

Our stockholders approved the Second Amended and Restated Saia, Inc. 2011 Omnibus Incentive Plan disclosed in the Proxy Statement.

For

Against

Abstain

Broker Non-Votes

22,134,862

773,820

18,516

988,329

 

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

22,082,614

823,782

20,802

988,329

 

Proposal 4—Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2016

 

Our stockholders ratified the appointment of KPMG LLP to serve as Saia’s independent registered public accounting firm for the 2016 fiscal year.

For

Against

Abstain

Broker Non-Votes

23,794,631

112,649

8,247

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: April 29, 2016

 

/s/ Stephanie R. Maschmeier

 

 

 

 

Stephanie R. Maschmeier

 

 

 

 

Controller and Principal Accounting Officer