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 April 19, 2023, the Board of Directors (the “Board”) of Yellow Corporation (the “Company”) approved the appointment of David H. Webber as a director. Pursuant to its director appointment rights as the holder of the Company’s Series A Voting Preferred Stock, par value $1.00 per share, the International Brotherhood of Teamsters selected David H. Webber to serve on the Board. To accommodate the appointment of Mr. Webber, the Board approved increasing the Board size from ten to eleven directors.

There are no transactions between Mr. Webber and the Company that would be reportable under Item 404(a) of Regulation S-K.

The Company and Mr. Webber 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 by reference.

Mr. Webber will receive the same cash and equity compensation as the other non-employee directors serving on the Board pursuant to the Company’s Fifth Amended and Restated Director Compensation Plan (the “Plan”), as amended, which has been filed as Exhibit 10.10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and incorporated herein by reference. Pursuant to the Plan, Mr. Webber will receive an annual cash retainer of $160,000, paid quarterly. In addition, he will be entitled to receive an annual grant of restricted stock units equal to $100,000 divided by the 30-day average closing price of our common stock on the grant date (the "Annual RSU Grant"). Mr. Webber will first receive an Annual RSU Grant for the 2023-2024 Board term.

At the time of this filing, Mr. Webber has yet to be named to any board committee.

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.