DEFA14A 1 defa14a.htm NOTICE OF INTERNET AVAILABILITY (2018 DEFINITIVE PROXY)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )
 
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Definitive Proxy Statement
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Knight-Swift Transportation Holdings Inc.
(Name of Registrant as Specified In Its Charter)
 
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 31, 2018.
 

Knight-Swift Transportation Holdings Inc.
 
 
 
 
 
 
Meeting Information
Meeting Type:          Annual Meeting
For holders as of:     April 5, 2018
DateMay 31, 2018          Time: 8:30 AM Local Time
Location:  Knight-Swift Transportation Holdings Inc.
 20002 North 19th Avenue
 Phoenix, Arizona 85027
 
KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC.
ATTN:  PROXY DEPT.
20002 NORTH 19TH AVENUE
PHOENIX, AZ 85027
 
 
You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
   
See the reverse side of this notice to obtain proxy materials and voting instructions.
 



–––– Before You Vote ––––
How to Access the Proxy Materials
 
 
Proxy Materials Available to VIEW or RECEIVE:
I. Combined Document
 
How to View Online:
Have the information that is printed in the box marked by the arrow –› [XXXX XXXX XXXX] (located on the following page) and visitwww.proxyvote.com.
 
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1) BY INTERNET:         www.proxyvote.com
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 17, 2018 to facilitate timely delivery.


–––– How To Vote ––––
Please Choose One of the Following Voting Methods
 
 
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com.  Have the information that is printed in the box marked by the arrow –› [XXXX XXXX XXXX] (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.





Voting Items

The Board of Directors recommends a vote FOR Proposals
1 through 6.

Proposal No. 1:      Election of Class I Directors, each director to serve a term of three years.

NOMINEES:
01 – Gary Knight
02 – Kathryn Munro
 
Proposal No. 2: Advisory, non-binding vote to approve executive compensation.

Proposal No. 3: Amendments to our second amended and restated certificate of incorporation (the "Certificate of Incorporation") to eliminate (i) the Company's authority to re-issue shares of multiple-vote Class B common stock that were previously held by Jerry Moyes, the founder and former Chief Executive Officer of Swift Transportation Company and current director of the Company, and his family and their respective affiliates (collectively, the "Moyes Stockholders") before the 2017 Merger of Knight Transportation, Inc. and Swift Transportation Company, and (ii) the terms and provisions associated with the Class B common stock.
 
Proposal No. 4: Amendments to our Certificate of Incorporation to eliminate legacy provisions that require a majority vote of our stockholders, excluding the Moyes Stockholders, to approve certain corporate actions.
 
Proposal No. 5: Amendments to our by-laws to eliminate legacy provisions that require a majority vote of our stockholders, excluding the Moyes Stockholders, to amend certain provisions of our by-laws.
 
Proposal No. 6: Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2018.
 
The Board of Directors recommends a vote AGAINST Proposal 7.
 
Proposal No. 7: Stockholder proposal regarding independent Board chairperson, if properly presented.
 
Other Action: In their discretion, the proxies are also authorized to vote upon such other matters as may properly come before the Annual Meeting or any adjournments thereof.