KNIGHT-SWIFT TRANSPORT HOLDINGS INC. : Change of directors or senior management, other events, financial statements and supporting documents (form 8-K)

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ITEM 5.02             DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION 

DIRECTORS;

                      APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY 

ARRANGEMENTS OF CERTAIN

                      OFFICERS


Knight-Swift Appoints Louis Hobson to the Board
On November 3, 2021, the Board of Directors ("the Board") of Knight-Swift
Transportation Holdings Inc. ("the Company"), appointed Louis Hobson as a
director, effective immediately, to serve until the 2022 annual meeting of
stockholders. Mr. Hobson will be subject to annual election thereafter. Mr.
Hobson was also appointed to the Audit Committee and the Nominating and
Corporate Governance Committee of the Board. Mr. Hobson will participate in the
Company's director compensation program as described in the Company's most
recent Proxy Statement filed with the Securities and Exchange Commission on
April 8, 2021, under the heading "Director Compensation." There are no
arrangements or understandings between Mr. Hobson and any other persons pursuant
to which he was appointed as a director. Mr. Hobson has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Knight-Swift Grants Equity Awards to Named Executive Officers
On November 2, 2021, the Compensation Committee of the Board, approved equity
awards to be granted on December 6, 2021 to the Company's named executive
officers, including performance based stock units ("PRSUs"), representing 60% of
the total equity award, and restricted stock unit awards ("RSUs"), representing
40% of the total equity award, under our Second Amended and Restated 2014
Omnibus Incentive Plan (the "Omnibus Plan").
The PRSU awards were based on PRSU compensation targets established by the
Compensation Committee, after taking into account competitive compensation
factors, divided by the closing price of the Company's common stock on the
December 6, 2021 grant date. The actual number of shares of the Company's common
stock issued to participants will vary based on the Company's performance
targets for a defined performance period against the objective performance
metrics established by the Compensation Committee. The performance period runs
from January 1, 2022, through December 31, 2024.
The PRSU awards will consist of two performance groups. Performance targets for
the first performance group will be based on an equal weighting of (i) the
Company's adjusted earnings per share compounded annual growth rate, and (ii)
the Company's revenue, excluding trucking fuel surcharge compounded annual
growth rate, which will apply to half of the PRSU award. Performance targets for
the second performance group will be based on the ranking of (i) the Company's
total compounded annual revenue growth rate, and (ii) the Company's return on
net tangible assets, when compared to the Company's relative peer group of
truckload carriers, as identified by the Compensation Committee, which applies
to half of the PRSU award.
The actual awards for either performance group could result in payments between
0% and 200% of the target award relative to the performance targets identified
within either performance group. The resulting awards may then be multiplied by
a factor between 75% and 125%, based on the Company's total shareholder return
relative to the total shareholder return of a peer group of truckload and
less-than-truckload carriers, rail providers, and logistics companies. Any PRSUs
earned will vest and shares of the Company's common stock will be deliverable to
each participant on January 31, 2025.
In accordance with aligning equity grants with the Company's long-term growth
and revenue objectives, the Compensation Committee authorized time-based RSU
awards to be granted on December 6, 2021 under the Omnibus Plan. The RSUs will
vest in three increments as follows: 33% on January 31, 2023; 33% on January 31,
2024; and 34% on January 31, 2025, subject to continuous employment and other
vesting and forfeiture provisions. The number of shares of the Company's common
stock to be issued to recipients will equal the RSU compensation target divided
by the closing price of the Company's common stock on the December 6, 2021 grant
date.
The following chart lists the PRSU and RSU compensation targets (expressed in
dollars) for the Company's named executive officers:
                                                                                        RSU Award               PRSU Award
          Name                                 Position                                    ($)                      ($)
Kevin Knight                   Executive Chairman                                       1,200,000                1,800,000
Dave Jackson                   President and Chief Executive Officer                    1,400,000                2,100,000
                               Chief Financial Officer and Treasurer,
Adam Miller                    President of Swift                                       1,000,000                1,500,000
Gary Knight                    Vice Chairman                                             320,000                  480,000
Todd Carlson                   General Counsel and Secretary                             300,000                  450,000


ITEM 8.01   OTHER EVENTS


On November 4, 2021, the Company announced that on November 3, 2021 the Board
declared a quarterly cash dividend of $0.10 per share of common stock. The
dividend is payable to the Company's stockholders of record as of December 3,
2021, and is expected to be paid on December 27, 2021.

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                   ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS


(d) Exhibits
Exhibit                     Description
                              Knight-Swift Transportation Holdings Inc.

dated press release November 4,

  Exhibit 99                2021, announcing appointment of Louis Hobson to 

the board of directors and

                            quarterly cash dividend
Exhibit 104                 Cover Page Interactive Data File (embedded 

in the Inline XBRL document)



The information in this report and the exhibit hereto may be considered
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such
statements are subject to the safe harbor created by those sections and the
Private Securities Litigation Reform Act of 1995, as amended. All statements,
other than statements of historical or current fact, are statements that could
be deemed forward-looking statements, including, without limitation, statements
relating to our declaration of quarterly dividends. Forward-looking statements
are based on the current beliefs, assumptions, and expectations of management
and current market conditions. Forward-looking statements are inherently subject
to risks and uncertainties, some of which cannot be predicted or quantified,
which could cause future events and actual results to differ materially from
those set forth in, contemplated by, or underlying the forward-looking
statements. There can be no assurance that future dividends will be declared.
The declaration of future dividends is subject to approval of the Board and
various risks and uncertainties, including, but not limited to: our cash flow
and cash needs; compliance with applicable laws; restrictions on the payment of
dividends under existing or future financing arrangements; changes in tax laws
relating to corporate dividends; deterioration in our financial condition or
results; and those risks, uncertainties, and other factors identified from
time-to-time in our filings with the Securities and Exchange Commission. Please
refer to the last paragraph of the press release and various disclosures by the
Company in its press releases, stockholder reports, and filings with the
Securities and Exchange Commission for information concerning risks,
uncertainties, and other factors that may affect future results.


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