UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2022
Knight-Swift Transportation Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
|
001-35007
| 20-5589597
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
2002 West Wahalla Lane
Phoenix, Arizona 85027 |
|
(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 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
Effective February 3, 2022, the Board of Directors (the “Board”) of Knight-Swift Transportation Holdings Inc., a Delaware corporation (the “Company”), approved the Fourth Amended and Restated By-laws of the Company to eliminate the supermajority requirement for a stockholder amendment to the Company’s By-laws and replace it with a simple majority voting standard. The Board approved the amendment in response to a stockholder proposal to eliminate all supermajority voting requirements in the Company’s Certificate of Incorporation and By-laws, which was approved by stockholders at the Company’s 2021 Annual Meeting of Stockholders.
This description is qualified in its entirety by reference to the text of the Company’s Fourth Amended and Restated By-Laws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit | | Description |
| | Fourth Amended and Restated By-laws of Knight-Swift Transportation Holdings Inc.
|
Exhibit 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.
| | Knight-Swift Transportation Holdings Inc. |
| | (Registrant) |
| | |
| Date: February 9, 2022 | /s/ Adam W. Miller |
| | Adam W. Miller |
| | Chief Financial Officer |
