Form 8-K HEARTLAND EXPRESS INC For: May 12
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E-mailUNITED 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):
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(Exact name of registrant as specified in its charter)
| (State of other Jurisdiction | (Commission | (IRS Employer | ||||||
| of Incorporation) | File Number) | Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
( | ||
| 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 12, 2022, the Compensation Committee of the Board of Directors of Heartland Express, Inc. (the "Company") approved the following compensation increase to one of the Company's named executive officers. The increase was effective immediately.
| Named Executive Officer | Previous Annualized Salary | New Annualized Salary | Increase | |||||||||||||||||
Michael J. Gerdin, Chief Executive Officer, President and Director | 7 | $780,000 | $860,000 | $80,000 | ||||||||||||||||
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 12, 2022, the Annual Meeting of Stockholders of Heartland Express, Inc. (the "Company") was held, at which meeting seven (7) directors were elected to serve as the Board of Directors until the 2023 Annual Meeting of Stockholders, the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for 2022 was ratified, and compensation of named executive officers of the Company was approved in an advisory and non-binding vote.
The voting tabulation on the election of directors was as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-votes | |||||||||||||||||
| Michael J. Gerdin | 72,320,877 | 1,383,466 | 1,722,846 | |||||||||||||||||
| Dr. Benjamin J. Allen | 72,673,851 | 1,030,492 | 1,722,846 | |||||||||||||||||
| James G. Pratt | 72,706,628 | 997,715 | 1,722,846 | |||||||||||||||||
| Larry J. Gordon | 63,726,734 | 9,977,609 | 1,722,846 | |||||||||||||||||
| Brenda S. Neville | 53,046,360 | 20,657,983 | 1,722,846 | |||||||||||||||||
| Michael J. Sullivan | 64,526,581 | 9,177,762 | 1,722,846 | |||||||||||||||||
David P. Millis | 72,548,709 | 1,155,634 | 1,722,846 | |||||||||||||||||
The voting tabulation on the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2022 was as follows:
| For | Against | Abstain | ||||||||||||
| 75,324,617 | 89,260 | 13,312 | ||||||||||||
The voting tabulation on the non-binding advisory vote on named executive officer compensation was as follows:
| For | Against | Abstain | Broker Non-votes | |||||||||||||||||
| 71,878,118 | 1,799,162 | 27,063 | 1,722,846 | |||||||||||||||||
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 13, 2022 | By: /s/ Christopher A. Strain | ||||||||||||
| Christopher A. Strain | ||||||||||||||
| Vice President - Finance, | ||||||||||||||
| Treasurer and Chief Financial Officer | ||||||||||||||
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