UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Operating Officer Retirement
On April 12, 2021, Thomas J. O’Connor, Chief Operating Officer of Yellow Corporation (the “Company”), notified the Company of his retirement from employment with the Company. Mr. O’Connor and the Company anticipate entering into a severance agreement that will entitle Mr. O’Connor to receive an amount equal to his base salary for eighteen (18) months in accordance with the Company’s severance policy for executive officers as well as a lump sum for the prorated portion of his 2021 long-term incentive award equal to $29,684.65. Mr. O’Connor will also receive a portion of the time-vested restricted shares he was previously granted that were scheduled to vest in February 2022 based on a proration calculation from the anniversary date of grant through the date of separation as provided under his current equity agreements.
Chief Network Officer Resignation
On April 12, 2021, Scott D. Ware, Chief Network Officer of the Company, notified the Company of his resignation from employment with the Company to pursue other opportunities. Mr. Ware and the Company anticipate entering into a severance agreement that will entitle Mr. Ware to receive an amount equal to his base salary for eighteen (18) months in accordance with the Company’s severance policy for executive officers. He will also receive a lump sum severance payment of $103,107.86 for the prorated portion of his remaining retention bonus award under his Amended and Restated Retention Award Agreement effective as of December 10, 2020, as well as the prorated portion of his 2021 long-term incentive award equal to $10,237.21. Mr. Ware will also receive a portion of the time-vested restricted shares he was previously granted that were scheduled to vest in February 2022 based on a proration calculation from the anniversary date of grant through the date of separation as provided under his current equity agreements.
Appointment of President
On April 12, 2021, the Board of Directors of the Company (the “Board”) appointed Darrel J. Harris to serve as the Company’s President. Mr. Harris, age 46, has been employed by the Company since November 2020 as Executive Vice President of Strategic Initiatives. As President, among other duties, Mr. Harris will oversee many of the duties previously overseen by Messrs. O’Connor and Ware.
In connection with his promotion, the base salary of Mr. Harris will be $550,000 per annum and Mr. Harris will receive a one-time equity grant equal to $2,000,000 that will vest over five years in equal tranches. In addition, Harris will continue be entitled to participate in the Company’s executive compensation program with a short-term incentive program target potential payout of 100% of his base salary, with a maximum earnings opportunity of 200% of target along with potential long-term incentive opportunities as established by the Compensation Committee of the Board.
There are no arrangements or understandings that exist between Mr. Harris and any other persons pursuant to which he was selected as an officer or his new role. In addition, there are no transactions between Mr. Harris and the Company that would be reportable under Item 404(a) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release dated April 13, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| YELLOW CORPORATION | ||
| By: | /s/ Leah K. Dawson | |
| Leah K. Dawson | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: April 13, 2021
Exhibit 99.1
| 10990 Roe Avenue Overland Park, KS 66211 Phone 913 696 6108 Fax 913 696 6116 News Release |
|
Darrel Harris named President of Yellow Corporation
OVERLAND PARK, Kan., April 13, 2021 – Yellow Corporation (NASDAQ: YELL) a U.S. leader in trucking and logistics, announced the promotion of Darrel Harris to President of Yellow Corporation.
Mr. Harris joined Yellow in November 2020 as Executive Vice President of Strategic Initiatives with the responsibility of instituting and leading a company-wide enterprise transformation initiative that not only modernizes the way freight is delivered but also expands and enhances services available to Yellow’s 200,000 customers.
Mr. Harris is a 25-year industry veteran with extensive experience in the less-than-truckload marketplace. Most recently before coming to Yellow, he served as Chief Executive Officer of Xpress Global Systems in Chattanooga, TN. Prior to that he worked in sales and operations at some of the largest freight companies, including FedEx Freight.
“Darrel is well-positioned to help drive Yellow toward a vibrant future. He brings innovative, exciting ideas and leadership to his new role,” said Darren Hawkins, Chief Executive Officer of Yellow. “He started his trucking career working the docks, and few are better positioned to understand this industry than those who have worked at all levels. I’m proud to see him in this expanded role.”
Mr. Harris will assume certain of the responsibilities of T.J. O’Connor, Yellow’s former Chief Operating Officer, who is retiring and Scott Ware, former Chief Network Officer, who announced his resignation.
“I would like to thank T.J. and Scott for their many years of dedicated service to the Company. Each worked tirelessly on behalf of Yellow. We are grateful for their leadership and we wish them the best,” concluded Hawkins.
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About Yellow Corporation
Yellow Corporation has one of the largest, most comprehensive logistics and less-than-truckload (LTL) networks in North America with local, regional, national, and international capabilities. Through its teams of experienced service professionals, Yellow Corporation offers industry-leading expertise in flexible supply chain solutions, ensuring customers can ship industrial, commercial, and retail goods with confidence. Yellow Corporation, headquartered in Overland Park, Kan., is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company HNRY Logistics.
Please visit our website at www.myyellow.com for more information.
| Media Contacts: | Mike Kelley | |||
| 913-696-6121 | Heather Nauert | |||
| mike.kelley@myellow.com | heather.nauert@myellow.com | |||
| Investor Contact: | Tony Carreño | |||
| 913-696-6108 | ||||
| investor@myyellow.com | ||||