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EX-99 - EX-99 - Knight-Swift Transportation Holdings Inc. | d348873dex99.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 8, 2012
Swift Transportation Company
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-35007 | 20-5589597 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2200 South 75th Avenue, Phoenix, Arizona | 85043 | |
(Address of Principal Executive Offices) | (Zip Code) |
(602) 269-9700
(Registrants telephone number, including area code)
N/A
(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 (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)) |
Item 5.07 | 2 | |||||
Item 7.01 | 2 | |||||
SIGNATURES | 3 | |||||
EXHIBIT INDEX |
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 3, 2012, Swift Transportation Company (the Company) held its Annual Meeting of Stockholders at 9:00 am local time at the Companys headquarters, 2200 S. 75th Ave., Phoenix, Arizona 85043. The following matters were voted upon at the meeting:
Proposal No. 1
The Companys stockholders elected five individuals to the Companys Board of Directors:
Name |
Votes For | Votes Withheld |
Broker Non-Votes | |||
William Post |
175,816,028 | 5,565,650 | 4,976,442 | |||
Jerry Moyes |
181,237,558 | 144,120 | 4,976,442 | |||
Richard Dozer |
175,816,128 | 5,565,550 | 4,976,442 | |||
David Vander Ploeg |
171,681,820 | 9,699,858 | 4,976,442 | |||
Glenn Brown |
175,816,228 | 5,565,450 | 4,976,442 |
Proposal No. 2
The Companys stockholders approved, on an advisory basis, the compensation of the Companys named executive officers by the votes set forth in the table below.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
168,290,826 |
12,008,498 | 1,082,354 | 4,976,442 |
Proposal No. 3
The Companys stockholders approved the 2012 Employee Stock Purchase Plan.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
156,451,805 |
23,524,938 | 1,404,935 | 4,976,442 |
Proposal No. 4
The Companys stockholders ratified the appointment of KPMG, LLP as the Companys independent registered accounting firm for the fiscal year 2012.
Votes For |
Votes Against |
Abstentions | ||
185,942,827 |
412,437 | 2,856 |
Item 7.01 Regulation FD Disclosure.
On May 8, 2012, Swift Transportation Company (the Company) is hosting a group of selected investors for a tour of our corporate headquarters and Phoenix terminal, as well as meetings with certain management and operational employees. As part of this tour and meetings, management will be giving opening remarks. A copy of these remarks is filed as Exhibit 99 to this Current Report on Form 8-K. Following the remarks, management will conduct a short question and answer period. The Company will file a complete transcript of the remarks and question and answer session on its website as soon as practical following completion of the meetings.
Item 9.01 Financial Statements and Exhibits.
(a) | Not applicable |
(b) | Not applicable |
(c) | Not applicable |
(d) Exhibits.
Exhibit |
Description | |
Exhibit 99 | The Companys opening remarks to a group of selected investors on May 8, 2012. |
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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.
Dated: May 8, 2012
SWIFT TRANSPORTATION COMPANY |
/s/ Virginia Henkels |
By: Virginia Henkels |
Executive Vice President and Chief Financial Officer |
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