UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 2020
ECHO GLOBAL LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-34470 20-5001120
(State or other jurisdiction of
incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
600 West Chicago Avenue
Suite 725
Chicago, Illinois 60654
(Address of principal executive offices) (Zip Code)
(800) 354-7993
(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 filing 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, par value $0.0001 per share | ECHO | NASDAQ Global Select Market |
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 (§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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Introductory Note
This Current Report on Form 8-K/A amends Item 5.02(b) of the Current Report on Form 8-K, filed on January 24, 2020 (the “Original Form 8-K”), to revise the effective date of Nelda Connors’ resignation as director of Echo Global Logistics, Inc. (the “Company”).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On January 24, 2020, the Company filed the Original Form 8-K disclosing that Nelda Connors, a member of the Company’s board of directors (the “Board”), would not be standing for re-election at the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”), but that she would continue to serve as a director until the Company’s 2020 Annual Meeting. On February 28, 2020, Ms. Connors’ advised the Board that her resignation would be accelerated, with an effective date as of February 28, 2020. Ms. Connors’ original decision to not stand for re-election and the accelerated effective date of her resignation are not the result of any dispute or disagreement with the Company, the Company’s management or the Board on any matter relating to the Company’s operations, policies or practices. The Board again thanks Ms. Connors for her many contributions as a director and greatly appreciates her leadership and guidance. The Board extends its sincere gratitude for her many years of service and wishes her the best in her future endeavors.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits: | ||||||||||||||||||||||
Exhibit No. | Description | ||||||||||||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
ECHO GLOBAL LOGISTICS, INC. | |||||||||||
Dated: March 2, 2020 | By | /s/ Kyle Sauers | |||||||||
Name: | Kyle Sauers | ||||||||||
Title: | Chief Financial Officer |