(Address of principal executive offices and zip code)
(602) 269-2000
(Registrant's 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock $0.01 Par Value
KNX
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On Tuesday, May 12, 2026, Knight-Swift Transportation Holdings Inc. (the "Company") held its Annual Meeting of Stockholders. The matters voted upon at the 2026 Annual Meeting of Stockholders and the results of such voting are set forth below.
Proposal No. 1:
The Company's stockholders elected eleven directors, each such director to serve until the 2027 Annual Meeting of Stockholders:
For
Against
Abstain
Broker Non-Votes
Douglas Col
144,157,835
5,114,826
42,692
7,102,709
Reid Dove
142,500,841
6,758,593
55,919
7,102,709
Michael Garnreiter
140,628,781
8,631,236
55,336
7,102,709
Louis Hobson
144,118,862
5,129,477
67,014
7,102,709
Gary Knight
143,534,702
5,724,238
56,413
7,102,709
Kevin Knight
143,045,397
6,213,716
56,240
7,102,709
Adam Miller
144,155,212
5,104,585
55,556
7,102,709
Kathryn Munro
140,048,534
9,211,386
55,433
7,102,709
Jessica Powell
147,908,454
1,339,722
67,177
7,102,709
Roberta Roberts Shank
144,703,579
4,567,843
43,931
7,102,709
David Vander Ploeg
133,165,154
16,094,180
56,019
7,102,709
Proposal No. 2:
The Company's stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers:
For
Against
Abstain
Broker Non-Votes
145,003,151
4,260,595
51,607
7,102,709
Proposal No. 3:
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026:
For
Against
Abstain
151,056,686
5,307,694
53,682
Proposal No. 4:
The Company’s stockholders voted against a stockholder proposal regarding support for transparency in political spending:
For
Against
Abstain
Broker Non-Votes
58,775,094
89,882,289
657,970
7,102,709
ITEM 8.01
OTHER EVENTS
On May 13, 2026, the Company announced that on May 12, 2026 its board of directors declared a quarterly cash dividend of $0.20 per share of common stock. The dividend is payable to the Company's stockholders of record as of June 8, 2026, and is expected to be paid on June 22, 2026.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
The information in Items 8.01 and 9.01 of 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 and amount of future dividends is subject to approval of the board of directors 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 accompanying press release and various disclosures by the Company in other releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.
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.
