Form 8-K - Current report

0000799233FALSE00007992332024-05-092024-05-09

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 9, 2024

----------------------------------------------------------------

HEARTLAND EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Nevada			000-15087			93-0926999
(State of other Jurisdiction			(Commission			(IRS Employer
of Incorporation)			File Number)			Identification No.)

901 HEARTLAND WAY,  NORTH LIBERTY, IA			52317
(Address of Principal Executive Offices)			(Zip Code)

[phone]
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))

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, $0.01 par value			HTLD			NASDAQ

---

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 May 9, 2024, the Annual Meeting of Stockholders of Heartland Express, Inc. (the "Company") was held, at which meeting seven (7) directors were elected to serve as the Board of Directors until the 2025 Annual Meeting of Stockholders, the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for 2024 was ratified, and compensation of named executive officers of the Company was approved in an advisory and non-binding vote.

The voting tabulation on the election of directors was as follows:

Nominee						Votes For						Votes Withheld						Broker Non-votes
Michael J. Gerdin						73,279,401						1,332,313						2,017,913
Dr. Benjamin J. Allen						73,706,901						904,813						2,017,913
James G. Pratt						73,707,104						904,610						2,017,913
Brenda S. Neville						61,158,893						13,452,821						2,017,913
Michael J. Sullivan						72,560,319						2,051,395						2,017,913
David P. Millis						73,402,037						1,209,677						2,017,913
Dr. Brenda M. Lantz						74,022,546						589,168						2,017,913

The voting tabulation on the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2024 was as follows:

For						Against						Abstain
76,356,722						251,869						21,036

The voting tabulation on the non-binding advisory vote on named executive officer compensation was as follows:

For						Against						Abstain						Broker Non-votes
66,884,218						7,702,497						24,999						2,017,913

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.

HEARTLAND EXPRESS, INC.

Date:

May 14, 2024

By: /s/ Christopher A. Strain

Christopher A. Strain

Vice President - Finance,

Treasurer and Chief Financial Officer

Cover	May 09, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 09, 2024
Entity Incorporation, State or Country Code	NV
Entity File Number	000-15087
Entity Tax Identification Number	93-0926999
Entity Address, Address Line One	901 HEARTLAND WAY,
Entity Address, City or Town	NORTH LIBERTY,
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	52317
City Area Code	319
Local Phone Number	645-7060
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	HTLD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Registrant Name	HEARTLAND EXPRESS, INC.
Entity Central Index Key	0000799233
Amendment Flag	false

---