UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 18, 2019
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Knight-Swift Transportation Holdings Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35007 | | 20-5589597 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
20002 North 19th Avenue
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) |
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| 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)) |
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| 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. ☐
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMNET OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On November 18, 2019, the Compensation Committee of the Board of Directors (the "Committee") of Knight-Swift Transportation Holdings Inc., a Delaware corporation (the "Company"), approved equity award grants to the named executive officers, including performance based stock units ("PRSUs") and restricted stock unit awards ("RSUs") under our Amended and Restated 2014 Omnibus Incentive Plan (the "Omnibus Plan").
In accordance with aligning equity grants with the Company’s long-term growth and revenue objectives, the Committee authorized RSU awards under the Omnibus Plan. The RSUs vest in three increments as follows: 34% on January 31, 2021; 33% on January 31, 2022; and 33% on January 31, 2023, subject to continuous employment and other vesting and forfeiture provisions. The number of shares of Common Stock issued to grant recipients equals the compensation target divided by the price of the Company’s stock of $37.07 at the November 18, 2019 grant date.
The PRSU awards are based on compensation targets established by the Committee, after taking into account competitive compensation factors, divided by the market value of the Company’s stock of $37.07 as of the November 18, 2019 grant date. The actual number of shares of 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 Committee. The performance period runs January 1, 2020, through December 31, 2022.
The PRSU awards consist of two performance groups. Performance targets for the first performance group are based on an equal weighting of (i) the Company's adjusted earnings per share compounded annual growth rate, and (ii) the Company's adjusted trucking operating ratio, which applies to half of the PRSU award. Performance targets for the second performance group are 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, as identified by the 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 carriers and logistics companies. The awards vest and shares are deliverable to each participant on January 31, 2023.
Mr. Kevin Knight’s PRSUs and RSUs will settle in cash upon vesting, while the PRSUs and RSUs granted to the other named executive officers will be settled in shares of our common stock.
The following chart lists the adjusted compensation and equity awards granted to the Company’s named executive officers:
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| Name | | Position | | RSU Award (in shares) | | PRSU Award
(in shares) |
| Kevin Knight | | Executive Chairman | | 32,371 | | 48,556 |
| Dave Jackson | | President and Chief Executive Officer | | 32,371 | | 48,556 |
| Adam Miller | | Chief Financial Officer | | 17,804 | | 26,706 |
| Gary Knight | | Vice Chairman | | 8,632 | | 12,948 |
| Kevin Quast | | Chief Operating Officer of Swift | | 5,395 | | 8,092 |
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| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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| Exhibit | | Description |
| 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.
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| | | | | Knight-Swift Transportation Holdings Inc. |
| | | | | (Registrant) |
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| | Date: | November 20, 2019 | | /s/ Adam W. Miller |
| | | | | Adam W. Miller |
| | | | | Chief Financial Officer |
