0001008886-16-000330.txt : 20160516 0001008886-16-000330.hdr.sgml : 20160516 20160516153629 ACCESSION NUMBER: 0001008886-16-000330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160512 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160516 DATE AS OF CHANGE: 20160516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT TRANSPORTATION INC CENTRAL INDEX KEY: 0000929452 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 860649974 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32396 FILM NUMBER: 161653301 BUSINESS ADDRESS: STREET 1: 5601 W BUCKEYE RD CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022692000 MAIL ADDRESS: STREET 1: 5601 W BUCKEYE RD CITY: PHOENIX STATE: AZ ZIP: 85043 8-K 1 form8k.htm FORM 8-K (ANNUAL MEETING VOTE RESULTS AND QUARTERLY CASH DIVIDEND) form8k.htm

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 12, 2016

_____________________________________________________________________

KNIGHT TRANSPORTATION, INC.
(Exact name of registrant as specified in its charter)


Arizona
001-32396
86-0649974
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
  Identification No.)


20002 North 19th Avenue, Phoenix, AZ
85027
(Address of principal executive offices)
(Zip Code)


(602) 269-2000
(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))


 
 

 

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

On Thursday, May 12, 2016, Knight Transportation, Inc., an Arizona corporation (the “Company”), held its Annual Meeting of Shareholders. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.

Proposal No. 1:
The Company's shareholders elected four individuals to the Company's Board of Directors as Class III Directors to serve a term of three years.

   
For
 
Withheld
 
Broker Non-Votes
Kevin P. Knight
 
61,695,512
 
2,342,634
 
12,992,059
Michael Garnreiter
 
62,410,365
 
1,627,781
 
12,992,059
David A. Jackson
 
62,601,342
 
1,436,804
 
12,992,059
Robert E. Synowicki, Jr.
 
62,814,644
 
1,223,502
 
12,992,059

Proposal No. 2:
The Company's shareholders elected one individual to the Company's Board of Directors as a Class I Director to serve the remainder of her term expiring at the 2017 Annual Meeting of Shareholders.

   
For
 
Withheld
 
Broker Non-Votes
Roberta Roberts Shank
 
62,606,846
 
1,431,300
 
12,992,059

Proposal No. 3:
The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

For
 
Against
 
Abstentions
 
Broker Non-Votes
63,782,648
 
232,697
 
22,801
 
12,992,059

Proposal No. 4:
The Company's shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2016.

For
 
Against
 
Abstentions
76,702,785
 
304,231
 
23,189

Proposal No. 5:
The Company's shareholders approved management's proxy access proposal.

For
 
Against
 
Abstentions
 
Broker Non-Votes
59,993,896
 
4,005,263
 
38,987
 
12,992,059

Proposal No. 6:
The Company's shareholders rejected the shareholder proposal regarding proxy access.

For
 
Against
 
Abstentions
 
Broker Non-Votes
14,242,488
 
49,769,362
 
26,296
 
12,992,059
 
 
 

 
 
Item 8.01
Other Events.
   
On Thursday, May 12, 2016, the Company issued a press release announcing that its Board of Directors has declared a quarterly cash dividend of $0.06 per share of common stock.  The dividend is payable to the Company's shareholders of record as of June 3, 2016, and is expected to be paid on June 24, 2016. A copy of the press release is attached to this report as Exhibit 99.
   
Item 9.01
Financial Statements and Exhibits.
   
 
(d)           Exhibits.
     
 
EXHIBIT
 
 
NUMBER
EXHIBIT DESCRIPTION
     
 
Knight Transportation, Inc. press release dated May 12, 2016, announcing quarterly cash dividend

The information contained in Items 8.01 and 9.01 and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in this report and the exhibit hereto may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our declaration of quarterly dividends, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended.  There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of our Board of Directors and  various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable law; restriction on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; the deterioration in our financial condition or results, and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission.  Please refer to the last paragraph of the press release and various disclosures by the Company in its press releases, shareholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

 
 

 

SIGNATURE

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.

 
KNIGHT TRANSPORTATION, INC.
   
   
Date: May 16, 2016
By:
/s/ Adam W. Miller
   
Adam W. Miller
   
Chief Financial Officer


 
 

 

EXHIBIT INDEX

EXHIBIT
NUMBER
 
EXHIBIT DESCRIPTION
     
 
Knight Transportation, Inc. press release dated May 12, 2016, announcing quarterly cash dividend



EX-99 2 exhibit99.htm EXHIBIT 99 (PRESS RELEASE DATED MAY 12, 2016) exhibit99.htm

Exhibit 99
 
KNIGHT TRANSPORTATION
ANNOUNCES QUARTERLY CASH DIVIDEND

PHOENIX, ARIZONA – May 12, 2016 - Knight Transportation, Inc. (NYSE: KNX) announced today that its Board of Directors has declared the company’s quarterly cash dividend of $0.06 per share of common stock.  This quarterly dividend is pursuant to a cash dividend policy approved by the Board of Directors.  The actual declaration of future cash dividends, and the establishment of record and payment dates, is subject to final determination by the Board of Directors each quarter after its review of the company’s financial performance.

The company’s dividend is payable to shareholders of record on June 3, 2016 and is expected to be paid on June 24, 2016.

Knight Transportation, Inc. is a provider of multiple truckload transportation services using a nationwide network of service centers in the U.S. to serve customers throughout North America.  In addition to operating one of the country’s largest tractor fleets, Knight also partners with third-party equipment providers to provide a broad range of truckload services to its customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our declaration of quarterly dividends, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of our Board of Directors and  various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable law; restriction on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; the deterioration in our financial condition or results, and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission.  Readers should review and consider the factors that may affect future results and other disclosures by the Company in its press releases, stockholder reports, Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein.

Contact:  David Jackson, President and CEO, or Adam Miller, CFO - (602) 269-2000

Back to Form 8-K