ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2022

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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.)

2002 West Wahalla Lane

Phoenix, Arizona 85027

(Address of principal executive offices and zip code)

(Registrant's telephone number, including area code)

(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))

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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:

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 17, 2022, the Company held its Annual Meeting of Stockholders. The matters voted upon at the 2022 Annual Meeting of Stockholders and the results of such voting are set forth below.


Proposal No. 1:	The Company's stockholders elected five Class II directors, each such director to serve a term of one year:
		For	Withheld	Broker Non-Votes
	Michael Garnreiter	129,650,527	15,415,234	6,777,775
	David Vander Ploeg	136,569,573	8,496,188	6,777,775
	Robert Synowicki	139,262,106	5,803,655	6,777,775
	Reid Dove	132,633,643	12,432,118	6,777,775
	Louis Hobson	143,688,447	1,377,314	6,777,775

Proposal No. 2:	The Company's stockholders approved, on an advisory, non-binding basis, the Company's executive compensation:
	For	Against	Abstain	Broker Non-Votes
	134,592,320	10,373,771	99,670	6,777,775

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 2022:
	For	Against	Abstain
	150,748,182	1,017,127	78,227

Proposal No. 4:	The Company’s stockholders voted against a stockholder proposal to reduce the ownership threshold for calling special meetings of stockholders:

	For	Against	Abstain	Broker Non-Votes
	48,276,203	96,637,019	152,539	6,777,775

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:

May 19, 2022

/s/ Adam W. Miller

Adam W. Miller

Chief Financial Officer