SAIA, INC. (NASDAQ:SAIA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Director or Principal Officers; Election of Directors; Appointment of Principal Officers
On July 26, 2017, the Compensation Committee of the Board of Directors (“Board”) of Saia, Inc. (the “Company”) approved a new compensation package for Mr. Frederick J. Holzgrefe, III in connection with his appointment as Executive Vice President, Chief Financial Officer and Secretary of the Company. Beginning August 1, 2017, Mr. Holzgrefe will receive an annual base salary of $500,000.Going-forward, Mr. Holzgrefe will receive an annual cash incentive award with a target payout equal to 75 percent of his annual base salary.In 2018, he will receive long-term equity incentive awards with a target equal to 170 percent of his annual base salary.The long-term equity incentive awards will be comprised of the same mix of awards as other executive officers of the Company (currently 50 percent in performance stock units; 25 percent in stock options and 25 percent in restricted stock).In addition, Mr. Holzgrefe received a grant of 5,060 restricted shares of the Company’s common stock on August 1, 2017, subject to continued employment and other customary conditions.These restricted shares will vest 25 percent on each of August 1, 2020 and August 1, 2021 with the remaining 50 percent vesting on August 1, 2022.The form of Restricted Stock Agreement utilized with Mr. Holzgrefe was previously filed by Saia, Inc. as Exhibit 10.25 to the Company’s Form 10-K for the year ended December 31, 2011, and is incorporated herein by reference.
On July 26, 2017, the Compensation Committee of the Board approved a new compensation package for Mr. Raymond R. Ramu in connection with his appointment as Executive Vice President and Chief Customer Officer of the Company.Beginning August 1, 2017, Mr. Ramu will receive an annual base salary of $410,000.Going-forward, Mr. Ramu will receive an annual cash incentive award with a target payout equal to 50 percent of his annual base salary.In 2018, he will receive long-term equity incentive awards with a target equal to 100 percent of his annual base salary.The long-term equity incentive awards will be comprised of the same mix of awards as other executive officers of the Company (currently 50 percent in performance stock units; 25 percent in stock options and 25 percent in restricted stock).In addition, Mr. Ramu received a grant of 3,680 restricted shares of the Company’s common stock on August 1, 2017, subject to continued employment and other customary conditions.These restricted shares will vest 25 percent on each of August 1, 2020 and August 1, 2021 with the remaining 50 percent vesting on August 1, 2022.The form of Restricted Stock Agreement utilized with Mr. Ramu was previously filed by Saia, Inc. as Exhibit 10.25 to the Company’s Form 10-K for the year ended December 31, 2011, and is incorporated herein by reference.
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Item 5.02 |
Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics |
As part of its review of our corporate governance principles, on July 27, 2017, the Board of Directors of Saia, Inc. amended the Company's Code of Business Conduct and Ethics (the “Code”).In addition to technical, administrative and other non-substantive amendments, the Code was revised to include a definition of “relative” for provisions addressing the employment of relatives.The Code, as revised, is available on our website at http://www.saiacorp.com.
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Item 5.02 |
Financial Statements and Exhibits |
10.1Form of Restricted Stock Agreement under the Saia, Inc. 2011 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.25 of Saia Inc.’s Form 10-K (File No. 0-49983) for the year ended December 31, 2011).
14.1Code of Business Conduct and Ethics
SAIA INC ExhibitEX-14.1 2 saia-ex141_6.htm EX-14.1 saia-ex141_6.htm Exhibit 14.1 Saia,…To view the full exhibit click here
About SAIA, INC. (NASDAQ:SAIA)
Saia, Inc. is a transportation company. The Company provides a range of less-than-truckload (LTL), non-asset truckload, expedited and logistics services across the United States. The Company conducts its operations through its subsidiaries, such as Saia Motor Freight Line, LLC (Saia LTL Freight), Saia TL Plus, LLC (Saia TL Plus), Saia Sales, LLC (Saia Sales), Saia Logistics Services, LLC (Saia Logistics Services), MetroGo, Inc. (MetroGo) and LinkEx, Inc. (LinkEx). Saia LTL Freight is a multi-regional LTL carrier that serves over 30 states in the South, Southwest, Midwest, Pacific Northwest and West. Saia LTL Freight specializes in offering its customers a range of regional and interregional LTL services, including time-definite and expedited options. Saia LTL Freight primarily provides its customers with solutions for shipments between 100 and 10,000 pounds, as well as selected guaranteed, expedited and truckload services.
