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 19, 2020
YRC Worldwide Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-12255 | 48-0948788 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
10990 Roe Avenue
Overland Park, Kansas 66211
(Address of principal executive office)(Zip Code)
(913) 696-6100
(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)) |
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. ☐
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 per share |
YRCW | The NASDAQ Stock Market LLC |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The holders of our outstanding common stock and Series A Voting Preferred Stock voted together as a single class on all proposals at the Annual Meeting held May 19, 2020. Each share of common stock and Series A Voting Preferred Stock was entitled to one vote.
At the Annual Meeting, holders of our common stock and Series A Voting Preferred Stock voted on the following proposals:
Proposal 1
Each nominee under Proposal 1 was elected to the Board of Directors.
| Director |
Number of |
Number of |
Abstentions |
Broker | ||||
| Matthew A. Doheny |
9,367,926 | 2,593,712 | 112,335 | 16,459,858 | ||||
| Darren D. Hawkins |
11,072,366 | 874,739 | 126,868 | 16,459,858 | ||||
| James E. Hoffman |
8,939,181 | 3,009,354 | 125,438 | 16,459,858 | ||||
| Patricia M. Nazemetz |
9,384,509 | 2,569,800 | 119,664 | 16,459,858 | ||||
| James G. Pierson |
10,058,710 | 1,934,828 | 80,435 | 16,459,858 |
Proposal 2
The appointment of KPMG LLP as our independent registered public accounting firm for 2020 was ratified.
|
Number of |
Number of |
Number of | ||
| 26,085,024 | 2,108,524 | 339,883 |
Proposal 3
The advisory vote on named executive officer compensation was approved.
|
Number of |
Number of |
Number of |
Broker | |||
| 8,178,753 | 3,601,885 | 293,335 | 16,459,858 |
SIGNATURES
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 thereunto duly authorized.
| YRC WORLDWIDE INC. | ||
| By: | /s/ Jamie G. Pierson | |
| Jamie G. Pierson | ||
| Chief Financial Officer | ||
Date: May 21, 2020