UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (
No Changes.
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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 3.03 |
Material Modification to Rights of Security Holders. |
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The information set forth in Item 5.03 below is incorporated herein by reference.
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective June 3, 2022, Saia, Inc. (the “Company”) filed two Certificates of Amendment (collectively, the “Amendments”) to its Amended and Restated Certificate of Incorporation (the “Certificate”).
The Company’s stockholders approved the Amendments at the Company’s 2022 Annual Meeting of Stockholders. The Amendments modify the rights of holders of the Company’s common stock, par value $0.001.
One amendment modified Article IV of the Certificate to increase the number of the Company’s authorized shares of common stock from 50,000,000 to 100,000,000.
The other amendment modified Article VII of the Certificate to remove the requirement that future amendments to Article V, Article VI, Article VII, and Article VIII of the Certificate require the approval of at least two-thirds of the voting power of the outstanding shares of capital stock.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendments, which are attached as Exhibits 3.1 and 3.2 and incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits |
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3.1 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company |
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3.2 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company |
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104 |
Cover Page Interactive Date File (embedded within the Inline XBRL document) |
SIGNATURE
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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Date: June 9, 2022 |
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/s/ Kelly W. Benton |
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Kelly W. Benton |
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Vice President and Corporate Controller (Principal Accounting Officer) |