Saia, Inc. Stockholders Elect Directors, Approve Compensation

Ticker: SAIA · Form: 8-K · Filed: 2024-05-01T00:00:00.000Z

Sentiment: neutral

Topics: governance, annual-meeting, executive-compensation

Related Tickers: SAIA

TL;DR

Saia's shareholders re-elected all directors and approved executive pay and a new stock plan.

AI Summary

On April 25, 2024, Saia, Inc. announced the results of its 2024 Annual Meeting of Stockholders. The company's stockholders elected all nine director nominees, approved an advisory resolution on executive compensation, and ratified the appointment of Deloitte & Touche LLP as Saia's independent registered public accounting firm for the fiscal year ending December 31, 2024. The meeting also saw the approval of the Saia, Inc. 2024 Equity Incentive Plan.

Why It Matters

The election of directors and approval of executive compensation and incentive plans are routine governance matters that signal continued confidence in the company's leadership and strategic direction.

Risk Assessment

Risk Level: low — This filing reports on routine annual shareholder meeting outcomes, which typically carry low risk.

Key Numbers

Key Players & Entities

FAQ

What was the date of Saia, Inc.'s 2024 Annual Meeting of Stockholders?

The earliest event reported in the filing occurred on April 25, 2024, which is the date of the report and the date of the earliest event, indicating the meeting took place on or before this date.

Who was appointed as Saia's independent registered public accounting firm for fiscal year 2024?

Deloitte & Touche LLP was ratified as Saia's independent registered public accounting firm for the fiscal year ending December 31, 2024.

Were all director nominees elected at the meeting?

Yes, all nine director nominees presented at the 2024 Annual Meeting of Stockholders were elected.

What advisory resolution was approved by stockholders?

Stockholders approved an advisory resolution on executive compensation.

Was a new equity incentive plan approved?

Yes, the Saia, Inc. 2024 Equity Incentive Plan was approved by the stockholders.

Filing Stats: 1,055 words · 4 min read · ~4 pages · Grade level 11.1 · Accepted 2024-05-01 16:45:26

Key Financial Figures

Filing Documents

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 25, 2024, Saia, Inc. (the "Company") held its annual meeting of stockholders (the "2024 Annual Meeting"). At the 2024 Annual Meeting, as described further in Item 5.07 below, Saia's stockholders approved the Second Amended and Restated Certificate of Incorporation (the "Second Amended and Restated Certificate of Incorporation") that adds a provision to the Company's certificate of incorporation limiting the liability of certain officers of the Company and makes other various conforming and technical revisions. The Second Amended and Restated Certificate of Incorporation is further described in "Proposal 3 - Amend and Restate the Company's Certificate of Incorporation to Limit the Liability of Certain Officers and Make Various Conforming and Technical Revisions" on pages "61-62" of Saia's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 18, 2024 (the "Proxy Statement"). On April 30, 2024, Saia filed the Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The foregoing description of the Second Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference herein.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting, stockholders voted on the four proposals outlined in the Proxy Statement and cast their votes as described below. Proposal 1—Election of Directors. The Director Nominees listed below were elected to serve as directors to hold office until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified. Director Nominee For Against Abstain Broker Non-Votes Di-Ann Eisnor 25,243,815 106,686 14,977 390,515 Donna E. Epps 25,184,947 165,574 14,957 390,515 John P. Gainor 25,175,843 173,560 16,075 390,515 Kevin A. Henry 25,240,220 109,945 15,313 390,515 Frederick J. Holzgrefe, III 25,318,797 31,511 15,170 390,515 Donald R. James 25,240,468 109,681 15,329 390,515 Randolph W. Melville 25,112,096 238,069 15,313 390,515 Richard D. O'Dell 24,717,648 631,800 16,030 390,515 Jeffrey C. Ward 24,534,111 770,353 61,014 390,515 Susan F. Ward 25,237,709 112,817 14,952 390,515 Proposal 2— Advisory Vote to Approve 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 24,509,323 839,220 16,935 390,515 Proposal 3— Amend and Restate the Company's Certificate of Incorporation to Limit the Liability of Certain Officers and Make Various Conforming and Technical Revisions. Our stockholders approved an amendment and restatement of Saia's certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions. For Against Abstain Broker Non-Votes 23,011,267 2,337,881 16,330 390,515 Proposal 4— Ratification of the Appointment of KPMG LLP as Saia's Independent Registered Public Accounting Firm for Fiscal Year 2024. Our stockholders rat

01

Item 8.01 Other Events. On May 1, 2024, the Company issued and sold $100 million aggregate principal amount of senior notes (the "Notes"), pursuant to the Private Shelf Agreement (the "Shelf Agreement"), dated November 9, 2023, by and among the Company, PGIM, Inc. ("Prudential"), and certain affiliates and managed accounts of Prudential. The Notes bear interest at 6.09% per annum and will mature on May 1, 2029. The Company previously announced the execution of the Shelf Agreement and agreement to sell the Notes under Items 1.01 and 2.03 in a Current Report on Form 8-K dated November 9, 2023. The foregoing description of the Notes and the Shelf Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Shelf Agreement, which contains the form of senior notes, a copy of which is filed as Exhibit 4.1 to the Form 8-K dated November 9, 2023, and is incorporated herein by reference.

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Number Description 3.1 Second Amended and Restated Certificate of Incorporation of Saia, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: May 1, 2024 /s/ Kelly W. Benton Kelly W. Benton Vice President and Chief Accounting Officer (Principal Accounting Officer)

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