form8k.htm
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 12, 2016

_____________________________________________________________________

KNIGHT TRANSPORTATION, INC.
(Exact name of registrant as specified in its charter)


Arizona
001-32396
86-0649974
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
  Identification No.)


20002 North 19th Avenue, Phoenix, AZ
85027
(Address of principal executive offices)
(Zip Code)


(602) 269-2000
(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))


 
 
 

Item 5.07                 Submission of Matters to a Vote of Security Holders.

On Thursday, May 12, 2016, Knight Transportation, Inc., an Arizona corporation (the “Company”), held its Annual Meeting of Shareholders. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.

Proposal No. 1:
The Company's shareholders elected four individuals to the Company's Board of Directors as Class III Directors to serve a term of three years.

   
For
  
Withheld
  
Broker Non-Votes
Kevin P. Knight
  
61,695,512
  
2,342,634
  
12,992,059
Michael Garnreiter
  
62,410,365
  
1,627,781
  
12,992,059
David A. Jackson
  
62,601,342
  
1,436,804
  
12,992,059
Robert E. Synowicki, Jr.
  
62,814,644
  
1,223,502
  
12,992,059

Proposal No. 2:
The Company's shareholders elected one individual to the Company's Board of Directors as a Class I Director to serve the remainder of her term expiring at the 2017 Annual Meeting of Shareholders.

   
For
  
Withheld
  
Broker Non-Votes
Roberta Roberts Shank
  
62,606,846
  
1,431,300
  
12,992,059

Proposal No. 3:
The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

For
  
Against
  
Abstentions
  
Broker Non-Votes
63,782,648
  
232,697
  
22,801
  
12,992,059

Proposal No. 4:
The Company's shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2016.

For
  
Against
  
Abstentions
76,702,785
  
304,231
  
23,189

Proposal No. 5:
The Company's shareholders approved management's proxy access proposal.

For
  
Against
  
Abstentions
  
Broker Non-Votes
59,993,896
  
4,005,263
  
38,987
  
12,992,059

Proposal No. 6:
The Company's shareholders rejected the shareholder proposal regarding proxy access.

For
  
Against
  
Abstentions
  
Broker Non-Votes
14,242,488
  
49,769,362
  
26,296
  
12,992,059
 
 
 
 
 
Item 8.01
Other Events.
   
On Thursday, May 12, 2016, the Company issued a press release announcing that its Board of Directors has declared a quarterly cash dividend of $0.06 per share of common stock.  The dividend is payable to the Company's shareholders of record as of June 3, 2016, and is expected to be paid on June 24, 2016. A copy of the press release is attached to this report as Exhibit 99.
   
Item 9.01
Financial Statements and Exhibits.
   
 
(d)           Exhibits.
     
 
EXHIBIT
  
 
NUMBER
EXHIBIT DESCRIPTION
     
 
Knight Transportation, Inc. press release dated May 12, 2016, announcing quarterly cash dividend

The information contained in Items 8.01 and 9.01 and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in this report and the exhibit hereto may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our declaration of quarterly dividends, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended.  There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of our Board of Directors and  various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable law; restriction on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; the deterioration in our financial condition or results, and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission.  Please refer to the last paragraph of the press release and various disclosures by the Company in its press releases, shareholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

 
 
 

SIGNATURE

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 hereunto duly authorized.

 
KNIGHT TRANSPORTATION, INC.
   
   
Date: May 16, 2016
By:
/s/ Adam W. Miller
   
Adam W. Miller
   
Chief Financial Officer


 
 
 

EXHIBIT INDEX

EXHIBIT
NUMBER
  
EXHIBIT DESCRIPTION
     
 
Knight Transportation, Inc. press release dated May 12, 2016, announcing quarterly cash dividend