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

Yellow Corporation

(Exact name of Registrant as Specified in Its Charter)

(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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

New Board Member Appointment

On November 9, 2021, the Board of Directors (the “Board”) of Yellow Corporation (the “Company”) appointed Javier Evans to the Board, to serve until the 2022 Annual Meeting of Stockholders. The Board anticipates that Mr. Evans will be nominated by the Board for election by the stockholders at that meeting and going forward.

The Board has appointed Mr. Evans to serve on the Compensation Committee. There are no arrangements or understanding that exist between Mr. Evans and any other persons pursuant to which he was selected as a director. In addition, there are no transactions between Mr. Evans and the Company that would be reportable under Item 404(a) of Regulation S-K.

Mr. Evans will receive the same cash and equity compensation as the other non-employee directors serving on the Board pursuant to the Company’s Fourth Amended and Restated Director Compensation Plan (the “Plan”), as amended, which has been filed as Exhibit 10.5.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference. Pursuant to the Plan, Mr. Evans will receive an annual cash retainer of $190,000, paid quarterly. In addition, Mr. Evans will be entitled to receive an annual grant of restricted stock units equal to $60,000 divided by the 30-day average closing price of the Company’s common stock on the grant date, which initial grant date for him will be in February 2022.

The Company and Mr. Evans will enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 15, 2007 and is incorporated herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.