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Dear Fellow Stockholders:	The responsibilities of our Lead Independent Director include:
It has been my privilege to serve as Knight-Swift’s Lead Independent Director, working with a group of talented, knowledgeable, and committed directors. As I embark on another year of service as Lead Independent Director, I wanted to take this opportunity to highlight the many ways in which the Board has worked to provide independent oversight and address key areas of stockholder interest with a goal of delivering value for our stockholders and customers: Independent Board Oversight and Leadership The Board, which is comprised of approximately two-thirds independent members and has independent Audit, Compensation, Nominating and Corporate Governance, and Finance Committees, is actively engaged in oversight of management’s strategy, which has positioned Knight-Swift as a leader in the truckload transportation industry. In my role as Lead Independent Director, I preside over all executive sessions of the independent directors and maintain an active dialogue between the independent directors and management to facilitate efficient operation of the Board and effective oversight of the Company. In addition, as the representative of our independent directors, I participate in setting Board meeting agendas and developing materials to be distributed to the Board to ensure our discussions are focused on key risk areas and oversight of our strategic plans and goals to drive long-term growth and value creation for our stockholders. Strong Corporate Governance Standards We strive to maintain sound corporate governance practices, including a Board with an appropriate balance of expertise, diversity (25% of directors on our continuing Board are female and we have a female Lead Independent Director), tenure, and experience. To support an appropriate composition, we adopted a tenure policy in 2017, pursuant to which Messrs. Kraemer and Lehmann are retiring from our Board this year. In addition, Mr. Jerry Moyes, founder and former CEO of Swift, noted his appreciation of the Board’s composition and functionality, and stepped down from his position on the Board last year. Finally, Mr. Dozer has decided not to stand for reelection. We have been fortunate to have benefited from the expertise of Messrs. Dozer, Kraemer, Lehmann, and Moyes, and thank them for their many contributions. In furtherance of our commitment to outstanding corporate governance, we emphasize Board refreshment and conduct regular Board evaluations. Our Board does an annual Board self-assessment followed by a specific action plan to help guide the Board for the coming year. The Board is engaged in management succession planning. Developing talent and ensuring we have a deep bench for our key positions is critical. The risk oversight process by the Board and its Committees is rigorous. We also provide proxy access procedures, which allow our stockholders who have retained and held a sufficient ownership position in the Company to include stockholder-nominated director candidates in our proxy materials for annual meetings of stockholders.

	●	Presiding at all executive sessions of the Board;
	●	Coordinating the activities of the independent directors;
	●	Providing information to the Board for consideration;
	●	Participating in setting Board meeting agendas, in consultation with the CEO and the Chairperson, and coordinating Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;
	●
	●	Participating in the retention of outside advisors and consultants who report directly to the Board;
	●	Requesting the inclusion of certain materials for Board meetings;
	●	Consulting with respect to, and where practicable receiving in advance, information sent to the Board;
	●	Calling meetings of the independent directors;
	●	Acting as liaison for stockholders between the independent directors and the Chairperson, as appropriate; and
	●	Responding directly to stockholder and other stakeholder questions that are directed to the Lead Independent Director or the independent directors as a group, as the case may be.
Industry-Leading Commitment to Reducing Climate Change Knight-Swift is an industry leader in environmental initiatives, committed to reducing our emissions through improved truck technology, cleaner fuels, and the training and awareness of our driving associates. We were one of the few trucking companies that collaborated with the U.S. Environmental Protection Agency on the development and deployment of the EPA Smartway program, and have employed several generations of EPA Smartway trailers that include aerodynamic fairings, low rolling resistance tires, and automatic tire inflation, which reduce greenhouse gases and criteria emissions. In addition, we have begun using new fuel efficient trucks in some of the country’s most polluted cities, led the clean truck movement in the ports of Los Angeles and Long Beach (which has resulted in cleaner air for residents and workers, encouraged the ultra-low sulfur diesel fuel mandate), and recycle our waste oil and used tires. We actively seek out and work to integrate new technology to further reduce our environmental impact. Focus on Capital Management and Maximizing Stockholder Returns One of the Board’s critical areas of focus is capital allocation strategies and creation of strong returns for our stockholders. We maintain a Finance Committee that is responsible for reviewing and monitoring the deployment of our financial resources and policies, the management of our balance sheet, and the investment of cash and other assets. The Finance Committee also periodically reviews our capital structure and discusses with the full Board and management our financial risk exposure relating to our financing activities.



We have returned value to our stockholders through the payment of quarterly dividends and share repurchases. The combined company has continued Knight’s historical practice of paying quarterly dividends to stockholders, and since the 2017 merger of Knight and Swift, we have returned approximately $60 million to our stockholders in dividends. In June 2018, the Board authorized a $250 million share repurchase plan, pursuant to which we have already repurchased nearly 6 million shares of our common stock for nearly $180 million. We endeavor to ensure that our executive compensation program, which our stockholders overwhelmingly approved under our annual advisory say-on-pay vote at our 2018 Annual Meeting, aligns with the long-term interests of our stockholders. Our Compensation Committee, with input from our independent compensation consultant, oversees a conservative executive compensation policy that positions target total compensation for our executive officers relative to the market median after taking into consideration experience, potential, and sustained individual performance. Moreover, target compensation is delivered through a mix of salary and annual long-term incentives that appropriately balance retention, short-and long-term goals, and pay-for-performance, while discouraging excessive risk taking. We also have adopted a clawback policy to discourage over-emphasizing short-term gains, and stock retention and anti-pledging and hedging policies intended to align our directors’ and officers’ interests with our stockholders’ long-term interests. The Board remains focused on its stewardship responsibilities and commitment to creating long-term value for our stockholders. On behalf of the Board, we welcome our stockholders’ feedback and look forward to providing further insights on the Board’s activities. We appreciate your support at the 2019 Annual Meeting. Sincerely, /s/ Kathryn Munro Kathryn Munro Lead Independent Director




	Corporate Governance Highlights
	ü	Approximately two-thirds of our Board of Directors (“Board”) members are independent
	ü	Robust lead independent director position with participation in setting agendas for Board meetings, coordinating Board meeting schedules to assure that there is sufficient time for discussion of all agenda items, provide information to the Board, coordinating activities of the independent directors, and authority to lead executive sessions of independent directors and act as liaison for stockholders between independent directors and the Chairperson
	ü	Regular executive sessions of independent directors with lead independent director authority to call meetings of the independent directors
	ü	Independent Audit, Compensation, and Nominating and Corporate Governance Committees
	ü	All four members of the Audit Committee qualify as audit committee financial experts
	ü	Majority voting standard and resignation policy for directors in uncontested elections
	ü	Proxy access
	ü	Annual risk oversight by full Board and Committees
	ü	Stockholder right to call special meetings
	ü	Robust director and key officer stock ownership guidelines, along with a key officer stock retention policy
	ü	Stock Pledging and Hedging Policy (the “Anti-Pledging and Hedging Policy”) limiting the pledging and hedging of the Company’s securities by certain individuals with no hardship exemption
	ü	Clawback policy
	ü	Overboarding policy
	ü	New director orientation program
	ü	Annual Board self-assessment
	ü	Annual Chief Executive Officer (“CEO”) evaluation
	ü	Management and executive succession planning strategy
	ü	Director communication policy
	ü	Director tenure policy




	Executive Compensation Highlights
	ü	Conservative pay policy with named executive officer and director pay targeted to the market median
	ü	Peer group designed to reflect companies we compete with for business and talent
	ü	Direct link between pay and performance that aligns business strategies with stockholder value creation
	ü	Appropriate balance between short- and long-term compensation that discourages short-term risk taking at the expense of long-term results
	ü	Independent compensation consultant retained by the Compensation Committee to advise on executive compensation matters
	ü	No re-pricing or back-dating of stock options
	ü	No dividends paid on unvested stock awards
	ü	No tax gross-up payments to cover personal income taxes relating to incentive compensation
	ü	Clawback policy
	ü	Annual CEO evaluation considered when setting CEO compensation




	Environmental and Sustainability Highlights
	ü	Industry leader in environmental initiatives
	ü	One of few trucking companies participating in development and deployment of EPA Smartway program
	ü	Frequent recipient of EPA Smartway Excellence Award
	ü	Utilization of new fuel efficient trucks
	ü	Leader in clean truck movement in ports of Los Angeles and Long Beach
	ü	Trailers equipped with latest technology to reduce emissions, such as aerodynamic fairings, low rolling resistance tires, and automatic tire inflation
	ü	Oil and tire recycling program
	ü	Service on government air quality board of directors by Company executive
	ü	Initial supporter of the ultra-low sulfur diesel fuel mandate, which was crucial for the technology of new diesel engines
	ü	Ongoing review of the use of electric and hydrogen trucks through collaboration with manufacturers and inventors with the aim of reducing climate change
	ü	Customers are encouraged to eliminate older polluting trucks



Name	Age	Professional Background	Independent	Committee Memberships	Other Current Company Boards
Class II
Michael Garnreiter	67	Treasurer of Shamrock Foods Company, a privately held manufacturer and distributor of foods and food-related products from 2012 to 2015, Managing director of Fenix Financial Forensics LLC, a Scottsdale-based financial consulting organization from 2010 to 2012, Sole director of Syntax Brillian Corporation a dissolved company, Managing member of Rising Sun Restaurant Group LLC from 2006 to 2010, President of New Era Restaurants, LLC from 2008 to 2009, Executive Vice President, Treasurer, and Chief Financial Officer of Main Street Restaurant Group, Inc. a publicly held restaurant operating company from 2002 to 2006, general partner at Arthur Andersen from 1986 to 2002, Certified Public Accountant in California and Arizona, Certified Fraud Examiner	Yes	Audit (Chair)	Axon Enterprises, Inc., Amtech Systems, Inc., Banner Health Systems

David Vander Ploeg	60	President of Dutchman Advisors, LLC, a management consulting and private investment company, Executive Vice President and CFO of School Specialty, Inc., a distributor of products, and curriculum solutions in the education marketplace, where he served from 2008 until December 2013, Executive Vice President and CFO at Schneider National, Inc., a provider of transportation and logistics services from 2004 to 2007, senior auditor for Arthur Andersen	Yes	Audit, Finance	Energy Bank, Inc., Bellin Psychiatric Hospital

Robert E. Synowicki, Jr.	60	Chief Financial Officer, Chief Operating Officer, and Chief Information Officer at various times with Werner Enterprises, Inc., a publicly traded national trucking company, for over 25 years, most recently serving as Executive Vice President of Driver Resources from 2010 until December 2015	Yes	Finance, Nominating and Governance	Blue Cross Blue Shield-Nebraska
Class III
David Jackson	43	Chief Executive Officer of Knight, and now Knight- Swift, and a member of the board of directors of Knight since January 2015, President of Knight, and now Knight-Swift, since February 2011, Chief Financial Officer from 2004 until 2012, Treasurer from 2006 to 2011 and Knight’s Secretary from 2007 to 2011	No	None	None

Kevin Knight	62	Chairman of the board of directors of Knight since 1999 (including as the Executive Chairman since January 2015), CEO of Knight from 1993 through December 2014, currently serves as a full time executive officer of the Company in his role as Executive Chairman, from 1975 to 1984 in various roles at Swift, from 1986 to 1990 as Executive Vice President of Swift, and concurrently from 1988 to 1990 as President of Cooper Motor Lines, Inc., a former Swift subsidiary	No	Executive (Chair)	American Trucking Associations

be subject to the policy. Key officers must achieve such ownership by the later of eight years from (x) the adoption of our Stock Ownership and Retention Policy and (y) their appointment to the applicable office. Until an individual complies with the stock ownership guidelines, as outlined above, the individual is required to retain (i) any shares owned or purchased by the individual, including stock purchased through the Company’s stock purchase plan or any deferred compensation or 401(k) plan, but excluding any stock purchased on the open market, and (ii) any net shares that remain following the payment of exercise prices and tax obligations related to the exercise of stock options and the payment of tax obligations following the vesting of restricted stock unit and restricted stock grants until the guidelines are satisfied (collectively, the “Covered Shares”). Pledged and hedged shares are excluded from the calculation of the director and officer retention amounts. Vested and unvested stock options are not included in the calculation of the guidelines prior to exercise, and, after exercise, only those retained shares that represent net profit shares, (shares after payment of the exercise price and all taxes) are included. Key officers must retain at least 50% of Covered Shares for two years after the date the Covered Shares are earned. All of our directors and officers are currently in compliance with the Stock Ownership and Retention Policy.

Mr. Garnreiter has served as a member of the board of directors of Knight since 2003. Mr. Garnreiter served as treasurer of Shamrock Foods Company, a privately held manufacturer and distributor of foods and food-related products based in Phoenix, Arizona, from August 2012 until his retirement in December 2015. From January 2010 until August 2012, Mr. Garnreiter was a managing director of a Scottsdale-based financial consulting organization, Fenix Financial Forensics LLC, which provides financial analysis, forensic accounting, litigation support, and other dispute resolution services to a variety of businesses and organizations. Mr. Garnreiter is also the Chairman of the board of directors and chair of the audit committee of Axon Enterprises, a manufacturer of non-lethal protection devices; chair of the audit and governance committees for Amtech Systems, Inc., a supplier of horizontal diffusion furnace systems; and a member of the board of directors of Banner Health Systems, a nonprofit multistate hospital system based in Phoenix, Arizona. Mr. Garnreiter also formerly served as the sole director of Syntax Brillian Corporation, a dissolved company that designed, developed, and distributed high definition televisions and served as chair of the audit committee and member of the nominations and governance and compensation committees for IA Global, Inc., an Asian business processes outsourcing company. He was previously the managing member of Rising Sun Restaurant Group LLC from 2006 until January 2010 and President of New Era Restaurants, LLC from 2008 until 2009, both of which are privately held restaurant operating companies. From 2002 to 2006, Mr. Garnreiter was also formerly the Executive Vice President, Treasurer, and Chief Financial Officer of Main Street Restaurant Group, Inc. (“Main Street”), a publicly held restaurant operating company. Prior to joining Main Street, Mr. Garnreiter served as a general partner of Arthur Andersen LLP (“Arthur Andersen”). Mr. Garnreiter began his career with Arthur Andersen in 1974 after graduating with a Bachelor of Science degree in accounting from California State University at Long Beach. In 1986, he became the managing partner of Arthur Andersen’s Tucson, Arizona office, and he was a senior audit partner at Arthur Andersen from 1986 to 2002. Mr. Garnreiter is a Certified Public Accountant in California and Arizona and became a Certified Fraud Examiner in 2010.

Mr. Vander Ploeg has served on the board of directors of Swift since 2009. He currently serves as President of Dutchman Advisors, LLC, a management consulting and private investment company. Mr. Vander Ploeg is the retired Executive Vice President and CFO of School Specialty, Inc., a distributor of products, and curriculum solutions in the education marketplace, where he served from 2008 until December 2013. In January 2013, School Specialty filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code. Prior to that role, Mr. Vander Ploeg spent 24 years at Schneider National, Inc., a provider of transportation and logistics services and was Executive Vice President and CFO from 2004 until his departure in 2007. Prior to joining Schneider, Mr. Vander Ploeg was a senior auditor for Arthur Andersen. Mr. Vander Ploeg currently serves on the boards of directors of Energy Bank, Inc., a designer and manufacturer of LED lighting, and Bellin Psychiatric Hospital. Mr. Vander Ploeg holds a Bachelor of Science degree in accounting and a Master’s degree in business administration from the University of Wisconsin-Oshkosh. Mr. Vander Ploeg’s qualifications to serve on our Board include his extensive experience in the transportation and logistics services industry and his past public company and finance and audit experience provide us with valuable insight on public company governance practices.

Mr. Synowicki has served on the board of directors of Knight since February 2016. Mr. Synowicki served in multiple roles with Werner Enterprises, Inc., a publicly traded national trucking company, for over 25 years, most recently serving as Executive Vice President of Driver Resources from 2010 until December 2015, where he oversaw recruitment and other critical professional driver initiatives. In addition, Mr. Synowicki served as Chief Financial Officer, Chief Operating Officer, and Chief Information Officer at various times during his career with Werner. Mr. Synowicki has also served as a member of the Board of the American Trucking Associations and the Truckload Carriers Association. Mr. Synowicki is a Certified Public Accountant (inactive) and currently serves on the board of directors of Blue Cross Blue Shield - Nebraska, as Finance Committee Chairman and as a member of the Audit Committee. Mr. Synowicki began his career with Arthur Andersen in 1983 where he worked on Fortune 1000 clients until 1987. He earned a Bachelor of Science degree in Biology and a Bachelor of Science in Business Administration, Accounting from the University of Nebraska. The Board believes Mr. Synowicki provides financial and accounting expertise and valuable industry insight and perspective by virtue of his many years of leadership experience in the industry. Mr. Synowicki provides consulting services to the Company regarding driver recruiting and retention.

Ms. Roberts Shank was appointed to the board of directors of Knight in February 2016. Ms. Roberts Shank currently serves as the Chief Executive Officer, President, and director of Chas Roberts A/C and Plumbing, Arizona’s largest residential air conditioning installer, a position she has held since 2000. For her role at Chas Roberts, Ms. Roberts Shank was named the 2014 CEO of the Year by the ACE Awards, in addition to previously being named one of Arizona’s most dynamic women in business, winning the Greater Phoenix Chamber of Commerce Impact Award, and being named a finalist for the Ernst & Young Entrepreneur of the Year award. Ms. Roberts Shank has also served on the Advisory Board of AMERCO, North America’s largest “do-it-yourself” moving and storage operator through its subsidiary, U-Haul International, Inc., since August 2017. In addition, Ms. Roberts Shank has served in multiple civic and community roles, including as the treasurer of the National Charity League for six years and currently serving on the board of directors for the Boys and Girls Club of Metro Phoenix and the City of Phoenix planning commission. The Board believes Ms. Roberts Shank’s extensive executive-level leadership and business experience through a variety of economic environments makes her a valuable asset for the Board and the Company.

The Compensation Committee is also responsible for reviewing annually the compensation of our other executive officers and determining whether that compensation is reasonable under existing circumstances. In making these determinations, the Compensation Committee seeks to ensure that the compensation of our executive officers aligns their interests with the interests of our stockholders and the Company. The Compensation Committee reviews and approves all forms of incentive compensation, including cash bonuses, stock option grants, stock grants, restricted stock unit (“RSU”) grants, performance-based restricted stock unit (“PRSU”) grants, and other forms of incentive compensation granted to our executive officers. The Compensation Committee considers the advice and recommendations of Echelon, our independent compensation consultant. Echelon provides analysis and recommendations regarding market pay data and competitive-position benchmarking, peer group development, performance measures and goals, program structure, incentive and equity plan design, and the regulatory environment and Company policies as they relate to executive compensation. Echelon also reviews compensation goals and priorities with our CEO, our Executive Chairman, and our CFO as part of providing advice and recommendations for the Compensation Committee.

U.S. federal income tax law generally prohibits publicly held companies from deducting compensation paid to certain executive officers that exceeds $1 million during the tax year. Historically, Section 162(m) of the Code ("Section 162(m)"), provided an exemption from the deductibility limit for certain compensation that was "performance-based" and meet various requirements as set forth under Section 162(m). The 2017 Tax Cuts and Jobs Act repealed this exemption, and now compensation paid to such executive officers in excess of $1 million in 2018 and later is no longer deductible, even if performance-based, unless it meets certain limited transition relief pursuant to a special rule that “grandfathers” certain awards and arrangements that were in effect on or before November 2, 2017. While guidance has been issued on the scope of this transition relief, its application is based on interpretation and no assurance can be given as to whether awards that are intended to qualify for the Section 162(m) exemption (as such exemption existed prior to January 1, 2018) will be deductible under the applicable transition relief guidance. Consequently, while the Compensation Committee intended that certain incentive awards granted to our named executive officers on or prior to November 2, 2017 be deductible as “performance-based compensation,” it cannot ensure that result. The Compensation Committee will continue to analyze the impact that Section 162(m) and the potential lack of deduction associated with amounts paid in excess of the deduction limit may have on the Company. The Compensation Committee retains the autonomy to make decisions with respect to the Company’s compensation programs that are based on factors other than Section 162(m) and the tax consequences related thereto. This flexibility may include amending or modifying the design elements of our historical compensation programs to the extent those design elements were principally adopted in an effort to comply with Section 162(m).

718, which was $34.34 per share. The amounts for the PRSUs reflect our accounting expense to be recognized over the vesting period of the PRSUs awarded, and do not necessarily correspond to the actual value that will be recognized by the named executive officers. The number of shares ultimately issued pursuant to the PRSUs granted in 2018 varies depending upon the satisfaction of performance conditions and stockholder return conditions relative to our peer group identified in the grant. The $34.34 per share grant date fair value reflects the probable outcome of the stockholder return conditions pursuant to the Monte Carlo Simulation Valuation model. The stated grant date fair value for the PRSUs further assumes that the performance conditions will be achieved at the target level. Assuming both the performance conditions and stockholder return conditions are achieved at the highest level, and using a per share grant date fair value equal to the closing price of our common stock on the grant date ($32.87), the grant date fair value of the PRSUs would be $4,125,021, $2,250,050, $4,500,002, $1,200,018, and $674,985 for Messrs. Jackson, Miller, Kevin Knight, Gary Knight, and Quast, respectively. It would not be appropriate to use the $34.34 per share grant date fair value for purposes of this assumed maximum achievement of the PRSUs granted in 2018 because the $34.34 per share grant date fair value already accounts for the probable outcome of the stockholder return conditions under the Monte Carlo Simulation Valuation model. For additional information on the valuation assumptions with respect to the grants, refer to Note 22, Stock-based Compensation, of our consolidated financial statements as provided in our Form 10-K for the year ended December 31, 2018, as filed with the SEC.



Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾	Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date	Award Approval Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards ($)
David Jackson	—	—	160,000	800,000	1,600,000	—	—	—	—	—
	11/12/2018	11/08/2018	—	—	—	7,530	50,198	125,495	—	1,723,799⁽⁴⁾
	11/12/2018	11/08/2018	—	—	—	—	—	—	33,465	1,099,995⁽⁵⁾
Adam Miller	—	—	97,500	487,500	975,000	—	—	—	—	—
	11/12/2018	11/08/2018	—	—	—	4,107	27,381	68,453		940,264⁽⁴⁾
	11/12/2018	11/08/2018	—	—	—	—	—	—	18,254	600,009⁽⁵⁾
Kevin Knight	—	—	190,000	950,000	1,900,000	—	—	—	—	—
	11/12/2018	11/08/2018	—	—	—	8,214	54,761	136,903	—	1,880,493⁽⁴⁾
	11/12/2018	11/08/2018	—	—	—	—	—	—	36,507	1,199,985⁽⁵⁾
Gary Knight	—	—	67,500	337,500	675,000	—	—	—	—	—
	11/12/2018	11/08/2018	—	—	—	2,190	14,603	36,508	—	501,467⁽⁴⁾
	11/12/2018	11/08/2018	—	—	—	—	—	—	9,735	319,989⁽⁵⁾
Kevin Quast	—	—	42,000	210,000	420,000	—	—	—	—
	11/12/2018	11/08/2018	—	—	—	1,232	8,214	20,535	—	282,069⁽⁴⁾
	11/12/2018	11/08/2018	—	—	—	—	—	—	5,476	179,996⁽⁵⁾



Name	Stock Awards
Name	Stock Award Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾
David Jackson	10/30/2009	17,550⁽²⁾	439,979	—	—
	05/31/2017	14,393⁽³⁾	360,833	—	—
	11/09/2017	15,524⁽⁴⁾	389,187	—	—
	11/09/2017	—	—	23,286⁽⁵⁾	583,780
	11/12/2018	33,465⁽⁶⁾	838,968	—	—
	11/12/2018	—	—	50,198⁽⁷⁾	1,258,464
Adam Miller	10/30/2009	7,800⁽²⁾	195,546	—	—
	05/31/2017	7,197⁽³⁾	180,429	—	—
	11/09/2017	5,692⁽⁴⁾	142,698	—	—
	11/09/2017	—	—	8,538⁽⁵⁾	214,048
	11/12/2018	18,254⁽⁶⁾	457,628	—	—
	11/12/2018	—	—	27,381⁽⁷⁾	686,442
Kevin Knight	10/30/2009	19,500⁽²⁾	488,865	—	—
	05/31/2017	8,996⁽³⁾	225,530	—	—
	11/09/2017	31,048⁽⁴⁾	778,373	—	—
	11/09/2017	—	—	46,572⁽⁵⁾	1,167,560
	11/12/2018	36,507⁽⁶⁾	915,230	—	—
	11/12/2018	—	—	54,761⁽⁷⁾	1,372,858
Gary Knight	10/30/2009	11,700⁽²⁾	293,319	—	—
	05/31/2017	2,400⁽³⁾	60,168	—	—
	11/09/2017	4,657⁽⁴⁾	116,751	—	—
	11/09/2017	—	—	6,986⁽⁵⁾	175,139
	11/12/2018	9,735⁽⁶⁾	244,056	—	—
	11/12/2018	—	—	14,603⁽⁷⁾	366,097
Kevin Quast	10/30/2009	15,600⁽²⁾	391,092	—	—
	05/31/2017	3,599⁽³⁾	90,227	—	—
	11/09/2017	2,070⁽⁴⁾	51,895	—	—
	11/09/2017	—	—	3,105⁽⁵⁾	77,842
	11/12/2018	5,476⁽⁶⁾	137,283	—	—
	11/12/2018	—	—	8,214⁽⁷⁾	205,925



(1)	The address of each named executive officer, executive officer, and director, is 20002 North 19th Avenue, Phoenix, Arizona 85027. The address for the Moyes Parties to the Moyes Stockholders Agreement and M Capital Group Investors II, LLC is 2710 E. Old Tower Road, Phoenix, Arizona 85034. The address for BlackRock is 55 East 52nd Street, New York, New York 10055. The address for FMR LLC and Abigail P. Johnson is 245 Summer Street, Boston, Massachusetts 02210. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(2)	In accordance with applicable rules under the Exchange Act, the number of shares indicated as beneficially owned by a person includes shares of common stock and (a) underlying options that are currently exercisable or will be exercisable within 60 days from April 5, 2019, and (b) unvested RSUs that are scheduled to vest within 60 days from April 5, 2019. Shares of common stock underlying stock options that are currently exercisable or will be exercisable within 60 days from April 5, 2019 and unvested RSUs that are scheduled to vest within 60 days of April 5, 2019, are deemed to be outstanding for purposes of computing the percentage ownership of the person holding such options and/or unvested RSUs, and the percentage ownership of any group of which the holder is a member, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
(3)	Includes (a) 33,645 shares held directly by David A. Jackson; and (b) 3,598 unvested RSUs granted to Mr. Jackson that are scheduled to vest within 60 days.
(4)	Includes (a) 25,876 shares held directly by Adam W. Miller; and (b) 1,799 unvested RSUs granted to Mr. Miller that are scheduled to vest within 60 days.
(5)	Includes (a) 2,488,401 shares beneficially owned by Kevin Knight over which he and his wife, Sydney Knight, exercise sole voting and investment power pursuant to a revocable living trust; and (b) 2,249 unvested RSUs granted to Mr. Knight that are scheduled to vest within 60 days. Kevin Knight has pledged as security 1,250,000 of the shares that he beneficially owns.
(6)	Includes (a) 4,668,123 shares beneficially owned by Gary Knight over which he exercises sole voting and investment power as a trustee under a revocable trust agreement; (b) 2,785 shares beneficially owned by Gary Knight; and (c) 600 unvested RSUs granted to Mr. Knight that are scheduled to vest within 60 days. Gary Knight has pledged as security 1,509,476 of the shares that he beneficially owns.
(7)	Includes (a) 78,743 shares held directly by Kevin Quast; and (b) 900 unvested RSUs granted to Mr. Quast that are scheduled to vest within 60 days.
(8)	Includes 19,809 shares held directly by Richard Dozer. Mr. Dozer is not standing for reelection to the Board.
(9)	Includes 11,464 shares held directly by Michael Garnreiter.
(10)	Includes (a) 14,765 shares held directly by Richard C. Kraemer and (b) 5,000 beneficially owned by Richard C. Kraemer over which he exercises sole voting and investment power as the sole director of the general partner of a partnership holding the shares. Mr. Kraemer is retiring from the Board at the Annual Meeting.
(11)	Includes 21,721 shares held directly by Richard J. Lehmann. Mr. Lehmann is retiring from the Board at the Annual Meeting.
(12)	Includes (a) 13,013 shares beneficially owned by Kathryn Munro over which she and her spouse exercise voting and investment power as a trustee under a revocable trust agreement; and (b) 1,966 shares held directly by Kathryn L. Munro.
(13)	Includes (a) 3,661 shares beneficially owned by Roberta Roberts Shank over which she and her spouse exercise voting and investment power as a trustee under a revocable trust agreement; and (b) 6,302 shares held directly by Roberta Roberts Shank.
(14)	Includes 9,478 shares held directly by Robert E. Synowicki, Jr.
(15)	Includes (a) 21,073 shares held directly by David Vander Ploeg; and (b) 2,880 shares covered by stock options granted to Mr. Vander Ploeg that are currently exercisable or that will become exercisable within 60 days.
(16)	Includes (a) 22,654 shares held by Jerry Moyes and his wife, Vickie Moyes, as community property under the laws of the State of Arizona and over which they share voting and dispositive power; (b) 130,856 shares underlying unexercised stock options that are exercisable within 60 days of April 5, 2019; (c) 10,751,311 shares held by Cactus Holding Company, LLC (“Cactus I”), over which Jerry and Vickie Moyes have sole voting and dispositive power, and all of which have been pledged as security; (d) 1,898,791 shares held by Cactus Holding Company II, LLC (“Cactus II”), over which Jerry and Vickie Moyes have sole voting and dispositive power, and of which 1,799,998 have been pledged as security; (e) 4,471,950 shares held by M Capital Group Investors, LLC (“M Capital I”), over which Michael Moyes and Lyndee Moyes Nester share voting and dispositive power and of which 1,084,000 have been pledged as security; (f) 18,873,395 shares held by M Capital Group Investors II, LLC (“M Capital II”), over which Jerry and Vickie Moyes have sole voting and dispositive power, and of which 18,715,691 have been pledged as security; (g) 1,725,000 shares held by M Six Investors, LLC (“M Six”), over which Michael Moyes and Lyndee Moyes Nester share voting and dispositive power and of which 1,668,300 have been pledged as security; (h) 2,583,924 shares held by M Dynasty Capital, LLC (“M Dynasty”), over which Lyndee Moyes Nester has sole voting and dispositive power; (i) 360,000 shares held by five trusts for the benefit of Jerry and Vickie Moyes’ children, over which Michael Moyes has sole voting and dispositive power; and (j) 72,000 shares held by a trust for the benefit of one of Jerry and Vickie Moyes’ children, over which Lyndee Moyes Nester has sole voting and dispositive power. The Company, Jerry Moyes, Vickie Moyes, Michael Moyes, Lyndee Moyes Nester, Cactus I, Cactus II, M Capital I, M Capital II, and M Six, are party to that certain Moyes Stockholders Agreement dated as of April 9, 2017 (the “Moyes Stockholders Agreement”). As a result, these persons may be deemed to be a “group” under Section 13 of the Exchange Act. Mr. and Mrs. Moyes disclaim beneficial ownership of the shares held by M Capital I and M Capital II except to the extent of their pecuniary interest therein.
(17)	Includes shares held directly by Cactus I. Jerry and Vickie Moyes have sole voting and dispositive power over these shares. These shares are also included in the aggregate beneficial ownership of the parties to the Moyes Stockholders Agreement above. All of these shares have been pledged as security.



(18)	Includes shares held directly by M Capital II. Jerry and Vickie Moyes have sole voting and dispositive power over these shares. These shares are also included in the aggregate beneficial ownership of the parties to the Moyes Stockholders Agreement above. Mr. and Mrs. Moyes disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. 18,715,691 of these shares have been pledged as security.
(19)	As reported on Schedule 13G/A filed with the SEC on February 6, 2019, which indicates that BlackRock, Inc. has sole voting power over 11,182,727 shares and sole dispositive power over 11,982,774 shares. It has shared voting power and shared dispositive power over no shares.
(20)	As reported on Schedule 13G/A filed with the SEC on February 13, 2019, which indicates that (a) FMR LLC has sole voting power over 652,227 shares, sole dispositive power over 12,996,446 shares, and shared voting and shared dispositive power over no shares; and (b) Abigail P. Johnson has sole dispositive power over 12,996,446 shares, and sole voting power, shared voting power, and shared dispositive power over no shares.
(21)	As reported on Schedule 13G/A filed with the SEC on February 11, 2019, which indicates that The Vanguard Group has sole voting power over 85,539 shares and sole dispositive power over 10,873,944 shares. It has shared voting power over 25,216 shares and shared dispositive power over 109,465 shares.

Knight Transportation Swift Transportation Knight-Swift Transportation Holdings Inc. Attn: Proxy Dept. 20002 North 19^th Avenue Phoenix, AZ 85027 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Knight-Swift Transportation Holdings Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Knight-Swift Transportation Holdings Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E68934-P21367-Z74602 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC. For All Withhold All For All Except To withhold authority to vote for any individual Class II or Class III Nominee(s), mark “For All Except” and write the number(s) of the Class II or Class III Nominee(s) on the line below. The Board of Directors recommends a vote FOR Proposals 1 through 3. Proposal No. 1: Election of Class II Directors, each such director to serve a term of three years. NOMINEES: 1. Michael Garnreiter 2. David Vander Ploeg 3. Robert Synowicki, Jr. Election of Class III Directors, each such director to serve a term of one year. NOMINEES: 4. David Jackson 5. Kevin Knight For Against Abstain Proposal No. 2 : Advisory, non-binding vote to approve executive compensation. Proposal No. 3: Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2019. The Board of Directors does not recommend a vote FOR or AGAINST Proposal 4. Proposal No. 4: Stockholder proposal regarding Board declassification, if properly presented. For address changes and/or comments, please check this box and write them on the back where indicated. 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. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Your signature below should conform to the name in which the shares are held. When shares are held by joint tenants, both must sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

aKnight-Swift Transportation Holdings Inc. stockholder, you can view the stockholder account on a secured Internet website. By accessing EQ Shareowner Online at www.shareowneronline.com, you can view the account profile, stock detail, and historical stock price information. You can also change your address. In addition, you can use this site to consent to future access to Knight-Swift's annual reports and proxy materials electronically via the Internet. Knight-Swift also provides access to stockholder information, including its annual report and proxy statement, through its website at www.knight-swift.com.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is available at www.proxyvote.com. Detach here from proxy card E68935-P21367 Z74602 Knight-Swift Transportation Holdings Inc. 20002 North 19thAvenue Phoenix, Arizona 85027 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD Thursday, May 30, 2019, 8:30 A.M., Local Time By executing this Proxy, the stockholder constitutes and appoints the President and Chief Executive Officer, David Jackson, and the Chief Financial Officer and Treasurer, Adam Miller, and each of them, as proxies for the stockholder (or if only one proxy is present, that one shall have all power granted herein), with full power of substitution, who may, and by a majority of such proxies, represent the stockholder and vote all shares of common stock that the stockholder is entitled to vote at the Annual Meeting of Stockholders of Knight-Swift Transportation Holdings Inc. to be held on May 30, 2019, at 8:30 A.M., Local Time at 20002 North 19^th Avenue, Phoenix, Arizona 85027, or at any adjournment thereof, on all matters described in the Notice and Proxy Statement for the Annual Meeting as set forth on the reverse side. The stockholder acknowledges receipt of the Notice and Proxy Statement for the 2019 Annual Meeting of Stockholders, grants authority to any of said proxies, or their substitutes, to act in the absence of others, with all the powers which the stockholder would possess if personally present at such meeting, and ratifies and confirms all that said proxies, or their substitutes, may lawfully do in the stockholder's name, place, and stead. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF KNIGHT-SWIFT TRANSPORTATION HOLDINGS INC., AND THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE CLASS II AND CLASS III NOMINEES NAMED IN PROPOSAL NO. 1, EACH CLASS II DIRECTOR TO SERVE A TERM OF THREE YEARS, AND EACH CLASS III DIRECTOR TO SERVE A TERM OF ONE YEAR, "FOR" PROPOSALS NO. 2 AND 3, AND DOES NOT RECOMMEND A VOTE “FOR” OR “AGAINST” PROPOSAL NO. 4. IF NO CHOICE IS SPECIFIED BY YOU, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE CLASS II AND CLASS III NOMINEES NAMED IN PROPOSAL NO. 1, EACH CLASS II DIRECTOR TO SERVE A TERM OF THREE YEARS, AND EACH CLASS III DIRECTOR TO SERVE A TERM OF ONE YEAR, “FOR" PROPOSALS NO. 2 AND 3, AND "ABSTAIN" ON PROPOSAL NO. 4. THE PROXIES, IN THEIR DISCRETION, ARE ALSO AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF. ADDRESS CHANGES/COMMENTS SEE REVERSE SIDE TO BE SIGNED ON THE REVERSE SIDE SEE REVERSE SIDE



Filed by the Registrant	☒	Filed by a Party other than the Registrant	☐



☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)]
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under Sec. 240.14a-12



☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies: N/A
	(2)	Aggregate number of securities to which transaction applies: N/A
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A
	(4)	Proposed maximum aggregate value of transaction: N/A
	(5)	Total fee paid: N/A



☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	(4)	Date Filed: N/A





		2018 Financial Achievements
	●	Total revenue of $5.3 billion
	●	Revenue, excluding fuel surcharge of $4.7 billion
	●	Operating ratio improvement of 230 bps to 89.4%
	●	Adjusted operating ratio improvement of 140 bps to 86.9%⁽¹⁾
	●	Cash flows from operations of $882.0 million
	●	Free cash flow of $351.8 million⁽²⁾
	●	Lease adjusted leverage ratio decreased by 37% compared to year end 2017⁽³⁾
	●	Repurchased $179.3 million of our common stock
	●	Returned $42.8 million in dividends to our stockholders

		(1) Adjusted operating ratio is a non-GAAP financial measure defined as operating expenses, net of fuel surcharge revenue and certain non-recurring items, expressed as a percentage of revenue, excluding fuel surcharge revenue. See Part II, Item 7 of our Form 10-K for the year ended December 31, 2018 for a non-GAAP reconciliation.
		(2) Free cash flow is a non-GAAP financial measure defined as cash flow from operating activities, less net capital expenditures. See non-GAAP reconciliation on page 40.
		(3) See definition of lease adjusted leverage ratio on page 40.


1.	Elect three Class II directors, each such director to serve a term of three years, and two Class III directors, each such director to serve a term of one year;


2.	Conduct an advisory, non-binding vote to approve executive compensation;


3.	Ratify the appointment of Grant Thornton LLP (“GT”) as our independent registered public accounting firm for fiscal year 2019;


4.	Vote on a stockholder proposal regarding Board declassification, if properly presented; and


5.	Transact any other business that may properly come before the meeting.



DEFINITIVE PROXY ON FORM 14A

TABLE OF CONTENTS

	PAGE
Proxy Statement Summary	1

Proxy Statement	3

The Board of Directors and Corporate Governance	3

Compensation Committee Interlocks and Insider Participation	12

Relationships and Related Party Transactions	12

Proposal No. 1: Election of Directors	13

Director Compensation	15

Management	17

Compensation Committee Report	18

Executive Compensation	18

Security Ownership of Certain Beneficial Owners and Management	30

Proposal No. 2: Advisory, Non-binding Vote to Approve Executive Compensation	32

Proposal No. 3: Ratification of Independent Registered Public Accounting Firm for Fiscal Year 2019	32

Audit Committee Report	33

Audit and Non-audit Fees	34

Proposal No. 4: Stockholder Proposal Regarding Board Declassification	35

Section 16(a) Beneficial Ownership Reporting Compliance	36

Questions and Answers About the Proxy Materials and the Annual Meeting	36

Other Matters	39

Additional Information	39

Stockholder Proposals	40

Non-GAAP Reconciliation and Definitions	40

Forward-looking Statements	41



Time and Date:	8:30 a.m., Local Time, May 30, 2019

Place:	20002 North 19^th Avenue, Phoenix, Arizona 85027

Record Date:	April 5, 2019

Voting:	Stockholders as of the record date are entitled to vote. Each share of our common stock will be entitled to one vote on all matters submitted for a vote at the Annual Meeting.



8	)	*
Internet at www.proxyvote.com	calling 1-800-690-6903	mail return the signed proxy card





	Proxy Proposals	Board Vote Recommendation	Page
Item 1.	Elect three Class II directors, each such director to serve a term of three years, and two Class III directors, each such director to serve a term of one year	FOR	13
Item 2.	Conduct an advisory, non-binding vote to approve executive compensation	FOR	32
Item 3.	Ratify the appointment of Grant Thornton LLP (“GT”) as our independent registered public accounting firm for fiscal year 2019	FOR	32
Item 4.	Vote on a stockholder proposal regarding Board declassification, if properly presented	NONE	35



	Mr. Garnreiter	Mr. Jackson	Mr. Gary Knight	Mr. Kevin Knight	Ms. Munro	Mr. Vander Ploeg	Ms. Roberts Shank	Mr. Synowicki, Jr.
Experience
Public Company Officer		ü	ü	ü	ü	ü		ü
Financial Reporting	ü	ü	ü	ü	ü	ü	ü	ü
Industry		ü	ü	ü		ü		ü
Environmental	ü	ü	ü	ü	ü	ü	ü	ü
Risk Management	ü	ü	ü	ü	ü	ü	ü	ü
Demographic/Background
Independent	Yes	No	No	No	Yes	Yes	Yes	Yes⁽¹⁾
Gender	Male	Male	Male	Male	Female	Male	Female	Male
Tenure (years)	17	5	29	29	15	11	4	4
Age (years)	67	43	67	62	70	60	52	60



LETTER FROM OUR LEAD INDEPENDENT DIRECTOR


(1)	Mr. Synowicki is independent for all purposes except service on the Audit Committee after June 2018.


•	presiding at all meetings of our Board and the stockholders at which the Chairperson is present;


•	collaborating with the CEO and lead independent director in determining the need for special meetings and calling any such special meeting;


•	performing such other duties as our Board may delegate from time to time.


•	performing all duties of the Chairperson in the absence or disability of the Chairperson;


•	collaborating with the CEO and Chairperson in determining the need for special meetings and calling any such special meeting;


•	communicating to the CEO, together with the Chairperson of the Compensation Committee, the results of the Board’s evaluation of the CEO’s performance;



Name		AC	CC	NGC	FC	EC
Kathryn Munro	Lead Independent Director					ü
Kevin Knight	Executive Chairman of the Board
Richard Dozer*		ü			ü
Michael Garnreiter
David Jackson
Gary Knight						ü
Richard Kraemer*			ü
Richard Lehmann*				ü		ü
Roberta Roberts Shank		ü	ü
Robert Synowicki, Jr.				ü	ü
David Vander Ploeg		ü			ü

ü = Member	= Committee Chairperson


•	reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary;


•	reviews our financial statements, including any significant financial items and/or changes in accounting policies, with our management and independent registered public accounting firm;


•	reviews, with management and our independent registered public accounting firm, our financial risk and control procedures, compliance programs, and significant tax, legal, and regulatory matters;


•	regularly reviews matters and monitors compliance procedures with our internal audit department as well as oversees performance of the internal audit department;


•	establishes procedures for reviewing and investigating complaints regarding accounting, internal controls, auditing matters, or other illegal or unethical acts;


•	administers our related party transactions policy and evaluates related party transactions presented for approval;


•	regularly meets with management, internal auditors, the independent auditors and the Board in executive session;


•	reviews with management the Audit Committee Report for inclusion in the proxy statement filed with the SEC; and


•	annually reviews the Audit Committee Charter for adequacy and compliance with the duties and responsibilities set forth therein.


•	annually evaluates the performance of, determines, approves, and recommends to the Board the base salary, cash incentives, equity awards, and all other compensation for the CEO;


•	annually reviews corporate goals and objectives relevant to the compensation of our other executive officers and senior management and evaluates performance in light of those goals and objectives;


•	annually review and approve the peer group used for competitive pay comparisons;