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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2017
Swift Transportation Company
(Exact name of registrant as specified in its charter)
| Delaware | 001-35007 | 20-5589597 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2200 South 75th Avenue, Phoenix, Arizona | 85043 | |
| (Address of principal executive offices) | (Zip Code) |
(602) 269-9700
(Registrant’s telephone number, including area code)
N/A
(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)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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| SECTION | PAGE | |||
| ITEM 5.07 Submission of Matters to a Vote of Security Holders |
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 24, 2017, Swift Transportation Company (the “Company”) held its Annual Meeting of Stockholders at 9:00 a.m. local time at the Company’s headquarters, 2200 South 75th Avenue, Phoenix, Arizona 85043. The following matters were voted upon at the meeting:
Proposal No. 1
The Company’s stockholders elected six individuals to the Company’s Board of Directors.
| Name |
Votes For | Votes Withheld | Broker Non-votes | |||||||||
| Richard H. Dozer |
143,138,006 | 19,945,057 | 10,541,840 | |||||||||
| Glenn Brown |
143,120,678 | 19,962,385 | 10,541,840 | |||||||||
| José A. Cárdenas |
144,347,716 | 18,735,347 | 10,541,840 | |||||||||
| Jerry Moyes |
144,477,778 | 18,605,285 | 10,541,840 | |||||||||
| William F. Riley, III |
144,603,946 | 18,479,117 | 10,541,840 | |||||||||
| David Vander Ploeg |
144,344,820 | 18,738,243 | 10,541,840 | |||||||||
Proposal No. 2
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by votes set forth in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||
| 161,011,716 | 1,727,063 | 344,284 | 10,541,840 |
Proposal No. 3
The Company’s stockholders indicated a preference for holding future executive compensation advisory votes every year by votes set forth in the table below.
| Every One Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes | ||||
| 160,273,539 | 43,768 | 2,477,222 | 288,534 | 10,541,840 |
Based on the above results, the Company has determined to continue to hold an advisory vote on executive compensation every year.
Proposal No. 4
The Company’s stockholders ratified the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for the fiscal year 2017.
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||
| 173,033,375 | 311,145 | 280,383 | — |
Proposal No. 5
The Company’s stockholders voted against the stockholder proposal to develop a recapitalization plan by the votes set forth in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||
| 57,116,088 | 105,161,098 | 805,877 | 10,541,840 |
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Proposal No. 6
The Company’s stockholders voted against the stockholder proposal to adopt proxy access by the votes set forth in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-votes | |||
| 48,888,511 | 113,721,705 | 472,847 | 10,541,840 |
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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.
| Swift Transportation Company | ||||
| (Registrant) | ||||
| Date: May 24, 2017 |
/s/ Mickey R. Dragash | |||
| Mickey R. Dragash | ||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||
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