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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): January 21, 2021

 

YRC Worldwide Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

0-12255

 

48-0948788

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

10990 Roe Avenue

Overland Park, Kansas 66211

(Address of principal executive office)(Zip Code)

(913) 696-6100

(Registrant’s telephone number, including area code)

 

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))

 

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, $0.01 par value per
share

 

YRCW

 

The NASDAQ Stock Market LLC

 

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.  

 


 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Directors

On January 21, 2021, the Board of Directors (“Board”) of YRC Worldwide Inc. (“Company”) increased the size of the Board from eight to ten members, and elected David S. McClimon and Chris T. Sultemeier to fill the vacancies. Mr. McClimon and Mr. Sultemeier will serve as directors for an initial term expiring at the Company’s 2021 Annual Meeting of Stockholders and are anticipated to be renominated to stand for election at that meeting by the Board.

Mr. McClimon will serve on the Compensation Committee of the Board and Mr. Sultemeier will serve on the Governance Committee of the Board.

Messrs. McClimon and Sultemeier will participate in the Company’s director compensation program and will receive a pro-rated annual cash retainer for the 2020-2021 board term based on the Company’s Fourth Amended and Restated Director Compensation Plan.

There are no arrangements or understandings between either of Messrs. McClimon or Sultemeier and any other person pursuant to which he was selected as a director, and there are no transactions related to the Company in which either of Messrs. McClimon or Sultemeier has an interest requiring disclosure under Item 404(a) of Regulation S-K.  

 

Exhibit

Number

  

Description

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 


 

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 thereunto duly authorized.

 

 

YRC WORLDWIDE INC.

 

 

 

 

By:

 

/s/ Leah K. Dawson

 

 

 

Leah K. Dawson

 

 

 

Executive Vice President, General Counsel and Secretary

 

Date: January 21, 2021