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): April 24, 2025

 

 

SAIA, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			0-49983	48-1229851
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
11465 Johns Creek Parkway Suite 400
Johns Creek, Georgia				30097
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 770 232-5067

 

No Changes.

(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:

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 $.001 per share		SAIA		Nasdaq Global Select 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).

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

 

At the 2025 Annual Meeting, stockholders voted on the three proposals outlined in the Proxy Statement and cast their votes as described below.

Proposal 1—Election of Directors

The Director Nominees listed below were elected to serve as directors to hold office until the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified.

 

Director Nominee	For	Against	Abstain	Broker Non-Votes
Di-Ann Eisnor	25,301,809	146,705	8,098	388,308
Donna E. Epps	25,338,200	104,175	14,237	388,308
John P. Gainor	25,330,195	118,573	7,844	388,308
Kevin A. Henry	25,434,498	14,074	8,040	388,308
Frederick J. Holzgrefe, III	25,444,988	3,506	8,118	388,308
Donald R. James	25,334,732	107,652	14,228	388,308
Randolph W. Melville	25,174,734	267,859	14,019	388,308
Richard D. O’Dell	24,828,829	619,535	8,248	388,308
Jeffrey C. Ward	24,312,813	1,135,748	8,051	388,308
Susan F. Ward	25,387,181	61,170	8,261	388,308

 

Proposal 2— Advisory Vote to Approve Executive Compensation

Our stockholders approved, on an advisory basis, the compensation of the Named Executive Officers disclosed in the Proxy Statement.

For	Against	Abstain	Broker Non-Votes
24,657,144	789,678	9,790	388,308

Proposal 3— Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2025

Our stockholders ratified the appointment of KPMG LLP to serve as Saia’s independent registered public accounting firm for the 2025 fiscal year.

For	Against	Abstain	Broker Non-Votes
24,627,342	1,209,137	8,441	0

 

 

 

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.

 

				SAIA, INC.
		Date: April 30, 2025		/s/ Kelly W. Benton
				Kelly W. Benton
				Vice President and Chief Accounting Officer (Principal Accounting Officer)