Current Report Filing (8-k)
16 May 2017 - 7:25AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 11, 2017
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HEARTLAND EXPRESS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-15087
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93-0926999
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(State of other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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901 NORTH KANSAS AVE, NORTH LIBERTY, IA
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52317
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(Address of Principal Executive Offices)
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(Zip Code)
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(319) 626-3600
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Registrant's Telephone Number (including area code):
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Check the appropriate box below if the Form 8-K filing 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))
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 11, 2017, the Annual Meeting of Stockholders of Heartland Express, Inc. (the "Company") was held, at which meeting six (6) directors were elected to serve as the Board of Directors until the 2018 Annual Meeting of Stockholders, the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2017 was ratified, compensation of named executive officers of the Company was approved in an advisory and non-binding vote, the stockholders expressed a preference to hold future advisory votes on named executive officer compensation every year, and the stockholder proposal regarding majority voting for the election of directors was not approved.
The Board of Directors considered the results of the non-binding, advisory vote on the frequency of votes on executive compensation and determined that it would hold future non-binding, advisory votes each year until the next stockholder non-binding, advisory vote on the frequency of these votes.
The voting tabulation on the election of directors was as follows:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-votes
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Michael J. Gerdin
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78,369,613
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721,981
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1,803,451
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Dr. Benjamin J. Allen
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77,174,005
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1,917,589
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1,803,451
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James G. Pratt
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79,031,844
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59,750
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1,803,451
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Dr. Tahira K. Hira
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75,175,159
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3,916,435
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1,803,451
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Larry J. Gordon
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79,046,830
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44,764
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1,803,451
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Brenda S. Neville
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79,033,065
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58,529
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1,803,451
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The voting tabulation on the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2017 was as follows:
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For
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Against
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Abstain
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80,817,498
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75,618
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1,929
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The voting tabulation on the non-binding advisory vote on named executive officer compensation was as follows:
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For
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Against
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Abstain
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Broker Non-votes
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79,007,221
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52,204
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32,169
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1,803,451
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The voting tabulation on the non-binding advisory vote on the frequency of future executive compensation votes was as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-votes
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73,786,497
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19,594
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5,258,336
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27,167
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1,803,451
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The voting tabulation on the proposal submitted by a stockholder regarding majority voting for the election of directors was as follows:
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For
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Against
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Abstain
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Broker Non-votes
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39,166,120
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39,870,431
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55,043
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1,803,451
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.
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HEARTLAND EXPRESS, INC.
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Date:
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May 15, 2017
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By: /s/ John P. Cosaert
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John P. Cosaert
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Executive Vice President - Finance,
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Chief Financial Officer and Treasurer
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