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):
September 7, 2017
_____________________________________________________________________
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)) |
| 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 5.07 Submission of Matters to a Vote of Security Holders.
On Thursday, September 7, 2017, Knight Transportation, Inc., (the “Company”), held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive joint proxy statement/prospectus, dated August 9, 2017, which was first mailed to the Company’s stockholders on or about August 9, 2017 (the “Proxy Statement”).
A total of 75,353,715 shares of the Company’s common stock, out of a total of 80,649,971 shares of common stock outstanding and entitled to vote as of the close of business on July 12, 2017 (the record date for the Special Meeting), were present in person or represented by proxy. A summary of the voting results for the following proposals, each of which is described in detail in the Proxy Statement, is set forth below.
| Proposal No. 1: | The Company’s stockholders approved the Agreement and Plan of Merger, dated as of April 9, 2017, by and among the Company, Swift Transportation Company (“Swift”) and Bishop Merger Sub, Inc. and the merger and other transactions contemplated thereby. The results of the vote were as follows: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 75,222,273 | 5,254 | 126,188 | — |
| Proposal No. 2: | The Company’s stockholders approved the proposal to amend Swift’s certificate of incorporation to provide for the classification of the combined company board of directors into three classes of directors with staggered terms of office. The results of the vote were as follows: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 51,901,803 | 23,436,750 | 15,162 | — |
| Proposal No. 3: | The Company’s stockholders approved the proposal to amend Swift’s certificate of incorporation to provide that stockholders of the combined company may take action by written consent, in lieu of a meeting if such action is passed by a unanimous written consent signed by all stockholders entitled to vote. The results of the vote were as follows: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 60,513,987 | 14,824,193 | 15,535 | — |
| Proposal No. 4: | The Company’s stockholders approved the proposal to adjourn the special meeting to another date and place if necessary or appropriate to solicit additional votes in favor of Proposals 1, 2 and 3. The results of the vote were as follows: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 62,607,656 | 12,527,335 | 218,724 | — |
Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes in favor of Proposals 1, 2 and 3 at the time of the Special Meeting.
| Proposal No. 5: | The Company’s stockholders approved, on a non-binding, advisory basis, the compensation that may become payable to the Company’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. The results of the vote were as follows: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 74,590,864 | 744,968 | 17,883 | — |
| Item 8.01. | Other Events. |
On September 7, 2017, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99 and incorporated by reference into this Item 8.01.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 99 | Press Release of Knight Transportation, Inc., dated September 7, 2017 |
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: September 7, 2017 | By: | /s/ Adam W. Miller |
| Adam W. Miller | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99 | Press Release of Knight Transportation, Inc., dated September 7, 2017 |
Exhibit 99
Knight Transportation Stockholders Approve Proposed Merger With Swift Transportation
PHOENIX—(BUSINESS WIRE)—Knight Transportation, Inc. (NYSE: KNX) (“Knight”) today announced that its stockholders approved its merger with Swift Transportation Company (NYSE: SWFT) (“Swift”) at a special meeting of Knight stockholders held earlier today. Knight stockholders approved all proposals put forward at the special meeting.
As previously announced, on April 9, 2017, Knight and Swift entered into a merger agreement (the “Merger Agreement”), pursuant to which they agreed to a combination transaction after which their respective businesses will be operated separately under a single combined company. The combined company will be named Knight-Swift Transportation Holdings Inc. (“Knight-Swift”) and will trade under the ticker “KNX.” Under the terms of the Merger Agreement, each Swift share will convert into 0.72 shares of Knight-Swift by means of a reverse stock split and each share of Knight will be exchanged for one Knight-Swift share.
Knight expects the merger to close tomorrow, September 8, 2017.
Evercore Group L.L.C. served as financial advisor to Knight. Fried, Frank, Harris, Shriver & Jacobson LLP served as legal advisor to Knight.
About Knight Transportation, Inc.
Knight Transportation, Inc. is a provider of multiple truckload transportation and logistics services using a nationwide network of business units and 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 contracts 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.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate such transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of Knight-Swift’s operations and other conditions to the completion of the merger, (ii) the ability of Knight and Swift to operate the business successfully and to achieve anticipated synergies, (iii) potential litigation relating to the proposed transaction that could be instituted against Knight, Swift or their respective directors, (iv) the risk that disruptions from the proposed transaction will harm Knight’s or Swift’s business, including current plans and operations, (v) the ability of Knight and Swift to retain and hire key personnel, (vi) potential adverse reactions or changes to business relationships resulting from the completion of the merger, (vii) uncertainty as to the long-term value of Knight-Swift’s common stock, (viii) continued availability of capital and financing and rating agency actions, (ix) legislative, regulatory and economic developments, and (x) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed merger, are more fully discussed in the joint proxy statement/prospectus that is included in the registration statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”) in connection with the merger. While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Knight’s, Swift’s, and Knight-Swift’s financial condition, results of operations, credit rating or liquidity. Neither Knight nor Swift assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, and any such obligation is specifically disclaimed, except as otherwise required by securities and other applicable laws.
CONTACT:
Knight Transportation, Inc.
David Jackson
President and CEO
or
Adam Miller
CFO
602-269-2000