Current Report Filing (8-k)
December 29 2016 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 22, 2016
SWIFT TRANSPORTATION COMPANY
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-35007
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20-5589597
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2200 South 75
th
Avenue, Phoenix, Arizona
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85043
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(Address of Principal Executive Offices)
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(Zip Code)
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(602)
269-9700
(Registrants telephone number, including area code)
(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 (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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On December 22, 2016, the Compensation Committee of the Board of Directors of Swift Transportation Company (the Company) approved a new
compensation package for Richard Stocking, the Companys President and Chief Executive Officer. The new compensation package, which is effective for fiscal year 2017, was recommended by the Companys compensation consultant, Pearl Meyer
and Partners, LLC. In light of the expanded duties being assumed by Mr. Stocking in his capacity as Chief Executive Officer, Mr. Stocking will receive an annual base salary of $650,000. In addition, Mr. Stocking will receive
(1) a short-term annual cash incentive award with a maximum target equal to 100% of Mr. Stockings annual base salary, subject to the Companys achievement of specified levels of financial performance, and (2) a long-term
equity incentive award with a target award equal to 250% of Mr. Stockings annual base salary. The long-term equity incentive award will be comprised of three components consisting of stock options, time-based restricted stock units and
performance units. The vesting of the performance units is subject to the Company achieving specified levels of financial performance.
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 hereunto duly authorized.
Dated: December 29, 2016
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SWIFT TRANSPORTATION COMPANY
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/s/ MICKEY R. DRAGASH
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By:
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Mickey R. Dragash
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Executive Vice President, General Counsel and Secretary
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