Business Context and Reporting Period
This Form 8-K filing by Saia, Inc. reports on the results of the Annual Meeting of Stockholders held on April 26, 2012. The report details the outcomes of shareholder votes regarding director elections, executive compensation, and the ratification of the independent auditor.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document focuses exclusively on corporate governance voting results rather than financial performance data.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Proposal 1: Election of Directors
- Herbert A. Trucksess, III was elected with 13,832,416 votes for, 661,994 against, and 1,823 abstentions.
- Jeffery C. Ward was elected with 13,755,675 votes for, 738,062 against, and 2,496 abstentions.
- Both directors serve as Class III directors until the 2015 Annual Meeting.
- Proposal 2: Advisory Vote on Executive Compensation
- Stockholders approved the compensation of Named Executive Officers with 13,732,867 votes for, 753,153 against, and 10,213 abstentions.
- Proposal 5: Ratification of Independent Auditor
- Stockholders ratified the appointment of KPMG LLP for the 2012 fiscal year with 14,903,553 votes for, 316,568 against, and 4,698 abstentions.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the reporting of voting tallies.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to calculate the percentage of votes cast for each proposal.
- Confirm the specific terms of the executive compensation plan referenced in Proposal 2 by reviewing the Proxy Statement filed on March 23, 2012.
- Note that there were 728,586 broker non-votes recorded for the director elections and the executive compensation vote, but zero broker non-votes for the auditor ratification.