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 29, 2026 |
SAIA, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 0-49983 | 48-1229851 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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11465 Johns Creek Parkway Suite 400 |
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Johns Creek, Georgia |
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(Address of Principal Executive Offices) |
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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:
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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 2026 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 2027 Annual Meeting of Stockholders and until their successors are elected and qualified.
Director Nominee | For | Against | Abstain | Broker Non-Votes |
Di-Ann Eisnor | 25,099,472 | 254,196 | 10,744 | 392,583 |
Donna E. Epps | 25,060,007 | 289,050 | 15,355 | 392,583 |
John P. Gainor, Jr. | 25,046,587 | 306,648 | 11,177 | 392,583 |
Kevin A. Henry | 25,254,858 | 98,531 | 11,023 | 392,583 |
Frederick J. Holzgrefe, III | 25,285,259 | 67,739 | 11,374 | 392,583 |
Donald R. James | 25,059,432 | 289,504 | 15,476 | 392,583 |
Randolph W. Melville | 25,005,968 | 343,252 | 15,192 | 392,583 |
Richard D. O’Dell | 24,539,888 | 812,904 | 11,620 | 392,583 |
Jeffrey C. Ward | 24,551,897 | 800,926 | 11,589 | 392,583 |
Susan F. Ward | 25,196,121 | 157,327 | 10,964 | 392,583 |
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 |
24,885,783 | 457,626 | 21,003 | 392,583 |
Proposal 3— Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2026
Our stockholders ratified the appointment of KPMG LLP to serve as Saia’s independent registered public accounting firm for the 2026 fiscal year.
For | Against | Abstain | Broker Non-Votes |
24,903,949 | 833,812 | 19,234 | 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.
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| SAIA, INC. |
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| Date: May 5, 2026 |
| /s/ Kelly W. Benton |
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| Kelly W. Benton |
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| Vice President and Chief Accounting Officer (Principal Accounting Officer) |