KNIGHT-SWIFT TRANSPORT HOLDINGS INC. : Change of directors or senior management, other events, financial statements and supporting documents (form 8-K)
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
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 Hobsonas a director, effective immediately, to serve until the 2022 annual meeting of stockholders. Mr. Hobsonwill be subject to annual election thereafter. Mr. Hobsonwas also appointed to the Audit Committee and the Nominating and Corporate Governance Committeeof the Board. Mr. Hobsonwill participate in the Company's director compensation program as described in the Company's most recent Proxy Statement filed with the Securities and Exchange Commissionon April 8, 2021, under the heading "Director Compensation." There are no arrangements or understandings between Mr. Hobsonand any other persons pursuant to which he was appointed as a director. Mr. Hobsonhas 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, 2021to 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, 2021grant 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, 2021under 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, 2021grant 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, 2021the Board declared a quarterly cash dividend of $0.10per 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. --------------------------------------------------------------------------------
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Description
Knight-Swift Transportation Holdings Inc.
dated press release
Exhibit 99 2021, announcing appointment of
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 Commissionfor information concerning risks, uncertainties, and other factors that may affect future results.
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