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

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HEARTLAND EXPRESS, INC.
(Exact name of registrant as specified in its charter)


Nevada000-1508793-0926999
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueHTLDNASDAQ




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:

NomineeVotes ForVotes WithheldBroker Non-votes
Michael J. Gerdin73,279,401 1,332,313 2,017,913 
Dr. Benjamin J. Allen73,706,901 904,813 2,017,913 
James G. Pratt73,707,104 904,610 2,017,913 
Brenda S. Neville61,158,893 13,452,821 2,017,913 
Michael J. Sullivan72,560,319 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:


ForAgainstAbstain
76,356,722251,86921,036


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

ForAgainstAbstainBroker Non-votes
66,884,2187,702,49724,9992,017,913

























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


v3.24.1.1.u2
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
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