Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2023, at the 2023 annual meeting of shareholders (the “Annual Meeting”) of Daseke, Inc. (the “Company”), as further described below in Item 5.07, the Company’s shareholders approved an amendment and restatement (the “Restatement”) of the Daseke, Inc. 2017 Omnibus Incentive Plan (as amended from time to time, the “Incentive Plan”). Previously, subject to the approval by the Company’s shareholders at the Annual Meeting. the Company’s Board of Directors (the “Board”) approved the Restatement, which, among other things, (i) increases the number of shares that may be granted as awards under the Incentive Plan by 3,000,000, (ii) extends the scheduled expiration date of the Incentive Plan from June 18, 2031 to June 8, 2033, (iii) provides that the one-year minimum vesting requirement set forth in the Incentive Plan applies to all awards, including awards granted under the Incentive Plan to non-employee directors, subject to an exception for 5% of the Incentive Plan share reserve and the Board’s Compensation Committee’s ability to allow for accelerated vesting for any reason, and (iv) provides that any shares of common stock that are delivered, withheld or surrendered to satisfy any tax withholding obligations relating to an award granted under the Incentive Plan (other than a stock option or stock appreciation right) will again be available for issuance under the Incentive Plan.
The Incentive Plan is a long-term incentive plan pursuant to which awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash- and stock-based performance awards, may be granted to certain employees, consultants and directors of the Company and its affiliates. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the Incentive Plan subsequent to the Annual Meeting because the grant and payment of such awards is subject to the discretion of the Board’s Compensation Committee.
The foregoing description of the Restatement is a summary only and is qualified in its entirety by reference to the complete text of the Restatement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. In addition, a description of the material terms of the Restatement and the Incentive Plan was included in the Company’s proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 27, 2023, as supplemented (the “Proxy Statement”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 8, 2023, the Company held the Annual Meeting. As of April 14, 2023, the record date for the Annual Meeting, 45,196,829 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the Company’s shareholders and the final voting results for each such matter are set forth below.
Proposal 1 – Election of Directors
Each of the following persons was duly elected by the Company’s shareholders to serve as a director on the Board until the Company’s 2024 annual meeting of shareholders and until his or her successor is elected and qualified or his or her earlier death, resignation or removal, with votes as follows:
|
|
|
|
Nominee |
For |
Withhold |
Broker Non-Votes |
Bruce Blaise Brian Bonner |
23,525,773 12,439,462 |
2,273,596 13,359,907 |
12,591,607 12,591,607 |
Catharine Ellingsen |
23,426,286 |
2,373,083 |
12,591,607 |
Grant Garbers |
25,184,088 |
615,281 |
12,591,607 |
Melendy Lovett Charles “Chuck” F. Serianni |
23,508,881 23,566,176 |
2,290,488 2,233,193 |
12,591,607 12,591,607 |
Jonathan Shepko |
23,855,292 |
1,944,077 |
12,591,607 |
Ena Williams |
20,515,375 |
5,283,994 |
12,591,607 |
Proposal 2 – Ratification of Appointment of the Independent Registered Public Accounting Firm
The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified by the Company’s shareholders, with votes as follows:
|
|
|
|
For |
Against |
Abstained |
Broker Non-Votes |
37,938,486 |
428,533 |
23,957 |
— |
Proposal 3 – Advisory Vote on Named Executive Officer Compensation
The executive compensation of the Company’s named executive officers as described in “Executive Compensation” in the Proxy Statement was approved, on an advisory basis, by the Company’s shareholders,with votes as follows:
|
|
|
|
For |
Against |
Abstained |
Broker Non-Votes |
23,333,923 |
2,381,774 |
83,672 |
12,591,607 |
Proposal 4 – Amendment and Restatement of the Daseke, Inc. 2017 Omnibus Incentive Plan
The amendment and restatement of the Incentive Plan was approved by the Company’s shareholders, with votes as follows:
|
|
|
|
For |
Against |
Abstained |
Broker Non-Votes |
19,373,478 |
4,968,339 |
1,457,552 |
12,591,607 |