Knight-Swift Files 8-K/A Amendment on Officer/Director Changes

TL;DR

Knight-Swift amended its 8-K filing regarding leadership and compensation changes.

AI Summary

Knight-Swift Transportation Holdings Inc. filed an 8-K/A amendment on March 14, 2024, related to events on February 26, 2024. The filing concerns the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers.

Why It Matters

This filing indicates potential changes in the leadership structure or executive compensation at Knight-Swift Transportation Holdings Inc., which could impact company strategy and investor confidence.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings concerning officer and director changes can signal internal shifts that may affect company operations or strategy.

Key Players & Entities

• Knight-Swift Transportation Holdings Inc. (company) — Filer of the 8-K/A amendment
• February 26, 2024 (date) — Earliest event date reported
• March 14, 2024 (date) — Filing date of the 8-K/A

FAQ

Key Financial Figures

• $0.01 — hange on which registered Common Stock $0.01 Par Value KNX NYSE Indicate by ch
• $825,000 — ved (i) an increase in base salary from $825,000 to $900,000, effective March 4, 2024 an
• $900,000 — ncrease in base salary from $825,000 to $900,000, effective March 4, 2024 and (ii) an in
• $425,000 — Committee approved (i) a base salary of $425,000, effective March 4, 2024, (ii) a target
• $288,000 — vested restrictive stock units totaling $288,000, with the number of restricted stock un
• $432,000 — e-based restricted stock units totaling $432,000, with the number of performance-based r
• $1,850,000 — will receive: (a) a lump-sum payment of $1,850,000, (b) a payment of $1,850,000, payable i
• $1,800,000 — ion Date, and (c) a lump-sum payment of $1,800,000, representing amounts in respect of (i)

Filing Documents

• form8ka.htm (8-K/A) — 27KB
• knxswftlogo.jpg (GRAPHIC) — 77KB
• 0001008886-24-000094.txt ( ) — 364KB
• knx-20240226.xsd (EX-101.SCH) — 4KB
• knx-20240226_lab.xml (EX-101.LAB) — 21KB
• knx-20240226_pre.xml (EX-101.PRE) — 16KB
• form8ka_htm.xml (XML) — 4KB

02

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS This Current Report on Form 8-K/A (this "Amendment") amends the Current Report on Form 8-K filed by Knight-Swift Transportation Holdings Inc. (the "Company") with the Securities and Exchange Commission on March 1, 2024 (the "Original 8-K") and is being filed to supplement the Company's disclosure under Item 5.02 of the Original 8-K. The Original 8-K otherwise remains unchanged. As previously disclosed in the Original 8-K, the Company appointed Adam Miller as the Company's Chief Executive Officer and Andrew Hess as the Company's Chief Financial Officer, both effective February 26, 2024. At the time of the Original 8-K, the Compensation Committee (the "Committee") of the Company's Board of Directors had not yet made determinations regarding any compensation adjustments in connection with these appointments. The Company is filing this Amendment to disclose that on March 13, 2024, the Committee approved the following compensation matters. In connection with Mr. Miller's appointment as Chief Executive Officer, the Committee approved (i) an increase in base salary from $825,000 to $900,000, effective March 4, 2024 and (ii) an increase in target cash bonus potential under the Company's cash bonus plan for 2024 from 100% to 110% of base salary. In connection with Mr. Hess's appointment as Chief Financial Officer, the Committee approved (i) a base salary of $425,000, effective March 4, 2024, (ii) a target cash bonus potential under the Company's cash bonus plan for 2024 of 75% of base salary, (iii) a grant of time-vested restrictive stock units totaling $288,000, with the number of restricted stock units determined based on the closing price of the Company's common stock on the grant date, vesting as follows: 33% on January 31, 2025; 33% on January 31, 2026; and 34% on January 31, 2027, and (iv) a grant of performanc

SIGNATURES

SIGNATURES 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. Knight-Swift Transportation Holdings Inc. (Registrant) Date: March 14 , 2024 /s/ Adam W. Miller Adam W. Miller Chief Executive Officer