8-K 1 tm2020750-1_8k.htm FORM 8-K

 

 

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 21, 2020

DASEKE, INC.

(Exact name of registrant as specified in its charter)

 

         
Delaware   001-37509   47-3913221
(State or Other Jurisdiction of Incorporation)  

(Commission

File Number)

 

 

(IRS Employer

Identification No.)

 

 

15455 Dallas Parkway, Suite 550

Addison, Texas

  75001
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (972) 248-0412

 

Not Applicable

(Former name or former address, if changed since last report)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share   DSKE   The NASDAQ Capital Market

 

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).

 o    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.   o

 

 

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On May 21, 2020, Daseke, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). As of March 25, 2020, the record date for the Annual Meeting, 64,598,025 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the Company’s stockholders and the final voting results for each such matter are set forth below.

 

Proposal 1 – Election of Directors

 

Each of the following persons was duly elected by the Company’s stockholders to serve as a director on the Company’s Board of Directors (the “Board”) until the Company’s 2021 Annual Meeting of Stockholders and until his successor is elected and qualified or his earlier death, resignation or removal, with votes as follows:

 

Nominee  For   Withhold   Broker Non-Votes 
Brian Bonner   27,324,496    11,555,203     
Charles F. Serianni   31,588,916    7,290,783     
Jonathan Shepko   27,912,033    10,967,666     

 

Proposal 2 – Ratification of Appointment of the Independent Registered Public Accounting Firm

 

The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 was ratified by the Company’s stockholders, with votes as follows:

 

For   Against   Abstained   Broker Non-Votes 
 35,904,427    2,963,464    11,808     

 

Proposal 3 – Advisory Vote on Named Executive Officer Compensation

 

The executive compensation of the Company’s named executive officers as described in “Compensation Discussion and Analysis” and related executive compensation tables of the proxy statement relating to the Annual Meeting was not approved by the Company’s stockholders, with votes as follows:

 

For   Against   Abstained   Broker Non-Votes 
 9,507,781    29,350,769    21,149     

 

Proposal 4 – Amendment and Restatement of the Daseke, Inc. 2017 Omnibus Incentive Plan

 

The amendment and restatement of the Daseke, Inc. 2017 Omnibus Incentive Plan was not approved by the Company’s stockholders, with votes as follows:

 

For   Against   Abstained   Broker Non-Votes 
 9,809,504    29,060,464    9,731     

 

Proposal 5 – Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as Amended, to Declassify the Board and Restatement of the Daseke, Inc. 2017 Omnibus Incentive Plan

 

The adoption of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to declassify the Board was approved by the Company’s stockholders, with votes as follows:

 

For   Against   Abstained   Broker Non-Votes 
 38,839,085    35,132    5,482     

 

 

 

 

 

Proposal 6 – Advisory Vote on Stockholder Proposal Seeking to Cause the Repeal of the Classification of the Board

 

A stockholder proposal seeking to cause the repeal of the classification of the Board was approved by the Company’s stockholders, with votes as follows:

 

For  Against  Abstained  Broker Non-Votes
37,248,350  924,362  706,987 

 

 

 

 

  

SIGNATURES

 

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.

 

  DASEKE, INC.
   
May 22, 2020 By: /s/ Christopher Easter
  Name: Christopher Easter
  Title: Chief Executive Officer and Director