Swift Transportation Company (NYSE:SWFT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors, Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
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Item 9.01 Financial Statements and Exhibits
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DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
Directors (the “Committee”) of Swift Transportation Company
(the “Company”), in association with its customary annual
equity award grants, approved grants of Restricted Stock Units
(“RSUs”) to certain executive officers of the Company as
provided in the table below.
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Named Executive Officer
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RSUs
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Richard Stocking, Chief Executive Officer
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46,955
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Virginia Henkels, Executive Vice President, Chief
Financial Officer and Treasurer |
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4,200
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Mickey R. Dragash, Executive Vice President, General
Counsel and Secretary |
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10,237
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Kenneth Runnels, Executive Vice President, Fleet
Operations |
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8,605
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Steven Van Kirk, Executive Vice President Swift,
President Intermodal |
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8,433
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the Companys Class A common stock. The RSUs vest in three equal
installments on each of the first three anniversaries from the
grant date. For the RSUs granted to the executive officers above,
the accelerated vesting provisions included within the Restricted
Stock Unit Notices and the 2014 Omnibus Incentive Plan do not
apply to the consummation of the transaction contemplated by the
Agreement and Plan of Merger by and among the Company, Bishop
Merger Sub., Inc. and Knight Transportation, Inc. dated as of
April 9, 2017 (the Merger Agreement). Further, if the employment
of Messrs. Stocking and Dragash or Ms. Henkels is terminated
without Cause or for Good Reason (both terms as defined in his or
her Executive Severance Protection Agreement) in connection with
the transaction contemplated by the Merger Agreement, then a
portion of the RSUs granted above to each of Messrs. Stocking and
Dragash or Ms. Henkels will become vested as of the date of their
respective termination of employment, determined by multiplying
the number of RSUs granted above by a fraction, the numerator of
which is the number of completed days his or her service
following the grant date prior to his or her termination of
employment, and the denominator of which is 1,095.
descriptions of all the rights and obligations, and are entirely
qualified by reference to the Company’s 2014 Omnibus Incentive
Plan, as well as the Form of Restricted Stock Unit Notice
(Executive) for Mr. Stocking, Ms. Henkels, and Mr. Dragash and
the Form of Restricted Stock Unit Notice (Standard) for Mr.
Runnels and Mr. Van Kirk (see Item 9.01 “Financial Statements
and Exhibits,” below).
26, 2017, the Committee approved certain retention bonuses for
Messrs. Stocking and Dragash and Ms. Henkels, to which each
individual is entitled to receive a retention bonus in an amount
equal to $35,000, $5,500 and $35,000, respectively, at the
closing of the Merger Agreement, subject to their respective
continued employment with the Company through such date.
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Exhibit Number
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Description
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Page or Method of Filing
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10.1
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2014 Omnibus Incentive Plan
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Incorporated by reference to Appendix A of the
Company’s 2014 Proxy Statement, filed on April 4, 2014 |
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10.2
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Form of Restricted Stock Unit Notice (Executive)
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Filed herewith
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10.3
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Form of Restricted Stock Unit Notice (Standard)
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Filed herewith
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About Swift Transportation Company (NYSE:SWFT)
Swift Transportation Company (Swift Transportation Co.) is a multi-faceted transportation services company, which operates the fleet of truckload equipment in North America from over 40 terminals near key freight centers and traffic lanes. The Company operates in four segments: Truckload, Dedicated, Swift Refrigerated and Intermodal. The Truckload segment consists of one way movements over irregular routes throughout the United States, Mexico and Canada. The Company, through the Dedicated segment, devotes use of equipment to specific customers and offers personalized solutions under long-term contracts. The Company’s Swift Refrigerated segment primarily consists of shipments for customers that require temperature-controlled trailers. The Intermodal segment includes moving freight operations, including moving the freight over the rail in its containers and other trailing equipment, and drayage of transport loads between the railheads and customer locations. Swift Transportation Company (NYSE:SWFT) Recent Trading Information
Swift Transportation Company (NYSE:SWFT) closed its last trading session down -0.20 at 23.95 with 829,654 shares trading hands.