Business Context and Reporting Period
This Form 8-K Current Report was filed by SAIA, INC. on July 28, 2020. The filing addresses corporate governance changes regarding the Board of Directors following the retirement of director William F. Evans.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on director appointments and compensation arrangements.
Material Changes
The primary material change reported is the restructuring of Board of Director classes to achieve a more equal balance of membership:
- Director Retirement: William F. Evans retired from the Board on June 26, 2020.
- Director Reassignment: Susan F. Ward resigned as a Class II director (term expiring 2022) and was immediately reappointed as a Class I director (term expiring 2021).
- Continuity: Ms. Ward's service is deemed uninterrupted for vesting and compensation purposes, and she continues to serve as Chair of the Audit Committee.
Guidance, Outlook, and Compensation
The filing contains no financial guidance, outlook, or discussion of risks and contingencies. It details the standard compensatory arrangements for Ms. Ward as a non-employee director:
- Annual Cash Retainer: $65,000
- Restricted Stock Award: $110,000
- Audit Committee Chair Retainer: $15,000
There are no other arrangements or understandings between Ms. Ward and the Company requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the updated composition of the Board of Directors and the specific terms of the Class I and Class II director seats.
- Confirm the total annual compensation package for non-employee directors as disclosed ($190,000 base plus committee retainers).
- Review the impact of William F. Evans' retirement on Board committee assignments beyond the Audit Committee.