Business Context and Reporting Period
This Form 8-K is a current report filed by SAIA, INC. on August 19, 2021. The filing primarily addresses corporate governance changes, specifically the appointment of new directors to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on personnel appointments rather than financial performance results.
Material Changes
The material change reported is the appointment of two new directors effective September 1, 2021:
- Kevin A. Henry: Appointed as a director and to the Compensation Committee.
- Dr. Donald R. James: Appointed as a director and to the Audit Committee.
Both directors serve until the 2022 annual meeting of stockholders.
Compensation and Governance Details
The new directors will receive standard non-employee director compensation, prorated from their start date until the one-year anniversary of the 2021 annual meeting. The compensation structure includes:
- Annual Cash Retainer: $65,000
- Restricted Stock Award: Equal to $110,000
- Committee Retainers: $7,500 for the Compensation Committee and $10,000 for the Audit Committee.
The Company has also entered into customary indemnification agreements with the new directors. No other transactions requiring disclosure under Item 404(a) of Regulation S-K exist.
Investor Verification Checklist
- Verify the biographies and qualifications of Kevin A. Henry and Dr. Donald R. James in the attached press release (Exhibit 99.1).
- Confirm the exact prorated compensation amounts based on the specific start date of September 1, 2021.
- Review the Company's most recent 10-Q or 10-K for financial performance data, as this 8-K does not contain financial results.