htld-20260514
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 14, 2026
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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) | ||||
(319) 645-7060 | ||
| 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 14, 2026, 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 2027 Annual Meeting of Stockholders, the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for 2026 was ratified, compensation of named executive officers of the Company was approved in an advisory and non-binding vote, and amendment of the Heartland Express, Inc. 2021 Restricted Stock Award Plan was approved.
The voting tabulation on the election of directors was as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-votes | |||||||||||||||||
| Michael J. Gerdin | 65,307,667 | 466,094 | 5,207,600 | |||||||||||||||||
| James G. Pratt | 58,599,739 | 7,174,022 | 5,207,600 | |||||||||||||||||
| Brenda S. Neville | 60,073,906 | 5,699,855 | 5,207,600 | |||||||||||||||||
| David P. Millis | 65,079,285 | 694,476 | 5,207,600 | |||||||||||||||||
| Dr. Brenda M. Lantz | 65,120,978 | 652,783 | 5,207,600 | |||||||||||||||||
| Amanda M. Hupfeld | 65,113,369 | 660,392 | 5,207,600 | |||||||||||||||||
David P. Spalding | 65,518,804 | 254,957 | 5,207,600 | |||||||||||||||||
The voting tabulation on the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2026 was as follows:
| For | Against | Abstain | ||||||||||||
| 70,879,115 | 92,083 | 10,163 | ||||||||||||
The voting tabulation on the non-binding advisory vote on named executive officer compensation was as follows:
| For | Against | Abstain | Broker Non-votes | |||||||||||||||||
| 65,269,917 | 455,547 | 48,297 | 5,207,600 | |||||||||||||||||
The voting tabulation on the approval of the amendment to the Heartland Express, Inc. 2021 Restricted Stock Award Plan was as follows:
| For | Against | Abstain | Broker Non-votes | |||||||||||||||||
| 65,219,292 | 399,638 | 154,831 | 5,207,600 | |||||||||||||||||
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.
| HEARTLAND EXPRESS, INC. | ||||||||||||||
| Date: | May 14, 2026 | By: /s/ Christopher A. Strain | ||||||||||||
| Christopher A. Strain | ||||||||||||||
| Vice President - Finance, | ||||||||||||||
| Treasurer and Chief Financial Officer | ||||||||||||||