Item 1.01. Entry into a Material Definitive Agreement.
Lyons Agreement
On December 23, 2020,
Daseke, Inc. (the “Company”) entered into a board representation agreement (the “Lyons Agreement”) with
Lyons Capital, LLC, The Lyons Community Property Trust, dated June 15, 1979 and Phillip N. Lyons (collectively with their respective
affiliates, the “Lyons Investors”) and Grant Garbers. The Lyons Investors beneficially own approximately 5% of the
Company’s common stock in the aggregate as of the date of the Lyons Agreement.
Pursuant to the Lyons
Agreement, among other things, (i) Kevin M. Charlton will resign from the Company’s Board of Directors (the “Board”),
effective January 1, 2021; (ii) the Board will appoint Mr. Garbers (Mr. Garbers or any replacement representative mutually agreed
upon by the Company and the Lyons Investors pursuant to the Lyons Agreement, the “Investor Representative”) to the
Board and to the Corporate Governance and Nominating Committee of the Board (the “Corporate Governance and Nominating Committee”),
in each case to fill the vacancy resulting from Mr. Charlton’s resignation, effective January 1, 2021; (iii) the Board will
not nominate Daniel J. Hennessy for re-election at the Company’s 2021 annual meeting of stockholders (the “2021 Annual
Meeting”); and (iv) the Board will elect Charles F. Serianni as Chairman of the Board promptly following the 2021 Annual
Meeting if Mr. Serianni is re-elected to the Board at the 2021 Annual Meeting. Also pursuant to the Lyons Agreement, prior to the
Lyons Termination Date (as defined below), the Company will, with respect to any annual meeting of the Company’s stockholders
(an “Annual Meeting”), include the Investor Representative in its proxy materials as a director nominee proposed by
the Board, recommend the Investor Representative’s election to the Company’s stockholders and solicit proxies in favor
of the Investor Representative’s election.
In addition, the Lyons
Investors have agreed, prior to the Lyons Termination Date, to vote all of their shares of the Company’s common stock at
any Annual Meeting or any special meeting of the Company’s stockholders or any action by written consent of the Company’s
stockholders in lieu thereof, and any adjournment, postponement, rescheduling or continuation thereof (any of the foregoing, a
“Stockholder Meeting”), in accordance with the Board’s recommendations with respect to (i) any proposal submitted
to the Company’s stockholders that relates to the election, removal or replacement of directors and (ii) any other proposal
submitted to the Company’s stockholders if the Board’s recommendation has been made by the requisite number of directors
as set forth in the Lyons Agreement and the proposal does not relate to any Extraordinary Transaction (as defined in the Lyons
Agreement).
The Lyons Investors
have agreed to certain standstill restrictions that will remain in place until the Lyons Termination Date, including, among other
things, agreeing not to (i) make any acquisition that would result in owning, in the aggregate, 10% or more of the then-outstanding
shares of the Company’s common stock; (ii) sell or otherwise transfer their shares of the Company’s common stock, except
in open market transactions or to charitable or non-profit organizations or to family members, provided that such organizations
or family members have executed a joinder to the Lyons Agreement; (iii) nominate or recommend for nomination any person for election
to the Board; (iv) solicit proxies regarding the election or removal of directors; (v) submit any proposal for consideration at,
or bring any other business before, a Stockholder Meeting; (vi) form, join or participate in any group with respect to any voting
securities of the Company; (vii) initiate or participate in any Extraordinary Transaction; or (viii) effect, participate in, or
publicly offer or propose to effect or participate in, certain material transactions, including any material acquisition of the
Company’s assets or businesses, in each case, without the Board’s prior approval.
The Lyons Agreement
contains a mutual non-disparagement provision applicable until the Lyons Termination Date. In addition, the Company and the Lyons
Investors agreed that, until the Lyons Termination Date, they will not initiate any legal proceeding against the other party, subject
to certain customary exceptions. For securities law purposes and as a condition to the Investor Representative’s appointment
to the Board, the parties also agreed to enter into a standalone confidentiality agreement.
With certain exceptions
relating to breaches of the Lyons Agreement, the Lyons Agreement terminates after the Company or the Lyons Investors deliver a
notice of termination at any time after the date of the second Annual Meeting following the date of the Lyons Agreement (the “Earliest
Lyons Termination Date”), subject to the terminating party providing at least 30 days’ advance notice (the effective
date of such termination, the “Lyons Termination Date”). However, if the Company notifies the Lyons Investors and the
Investor Representative before the Earliest Lyons Termination Date that the Board will re-nominate the Investor Representative
at the Company’s next Annual Meeting, then the Earliest Lyons Termination Date would be automatically extended to the date
of the Company’s next Annual Meeting. The Investor Representative has agreed to immediately tender his resignation as a director
of the Company, which the Board may accept or reject in its sole discretion, upon the earliest of the following: (i) the Lyons
Termination Date; (ii) the sale or other transfer by the Lyons Investors of the Company’s common stock that results in the
Lyons Investors’ net long ownership of the Company’s common stock falling below 80% of their ownership net long aggregate
ownership of the Company’s common stock as of the date of the Lyons Agreement, with certain adjustments and exceptions as
set forth in the Lyons Agreement; and (iii) the Lyons Investors’ failure to cure a material breach of the Lyons Agreement
pursuant to the Lyons Agreement.
The foregoing description
of the Lyons Agreements is a summary and is qualified in its entirety by reference to the Lyons Agreements, a copy of which is
filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Don R. Daseke Agreement
On December 23, 2020,
the Company entered into a board agreement (the “Don R. Daseke Agreement”) with The Walden Group, Inc. and Don R. Daseke
(collectively with their respective affiliates, the “Don R. Daseke Investors”). Mr. Daseke currently serves as a member
of the Board, and the Don R. Daseke Investors beneficially own approximately 28% of the Company’s common stock in the aggregate
as of the date of the Don R. Daseke Agreement. Pursuant to the Don R. Daseke Agreement, prior to the Don R. Daseke Termination
Date (as defined below), the Company will, with respect to any Annual Meeting, include Mr. Daseke in its proxy materials as a director
nominee proposed by the Board, recommend his election to the Company’s stockholders and solicit proxies in favor of his election.
In addition, the Don
R. Daseke Investors have agreed, prior to the Don R. Daseke Termination Date, to vote all of their shares of the Company’s
common stock at any Stockholder Meeting in accordance with the Board’s recommendations with respect to (i) any proposal to
elect as directors Mr. Daseke and certain other persons specified in the Don R. Daseke Agreement, which includes persons to be
selected by the Corporate Governance and Nominating Committee, and (ii) a proposal to increase the number of authorized shares
of the Company’s common stock that may be granted as awards under the Company’s 2017 Omnibus Incentive Plan by up to
4,000,000 shares of common stock. Pursuant to the Don R. Daseke Agreement, subject to the terms and conditions set forth therein,
including not being in possession of material non-public information, the Company has agreed to initiate a share repurchase program
to repurchase a minimum of 3,000,000 shares of its common stock.
The Don R. Daseke Investors
have agreed to certain standstill restrictions that will remain in place until the Don R. Daseke Termination Date, including, among
other things, agreeing not to (i) make any acquisition that would result in owning, in the aggregate, 28% or more of the then-outstanding
shares of the Company’s common stock; (ii) sell or transfer their shares of the Company’s common stock to family members
unless such family members have executed a joinder to the Don R. Daseke Agreement; (iii) nominate or recommend for nomination any
person for election to the Board (except that Mr. Daseke may make such a nomination, in his capacity as director, to the Corporate
Governance and Nominating Committee); (iv) solicit proxies regarding the election or removal of directors; (v) submit any proposal
for consideration at, or bring any other business before, any Stockholder Meeting; (vi) form, join or participate in any group
with respect to any voting securities of the Company; (vii) initiate or participate in any Extraordinary Transaction (as defined
in the Don R. Daseke Agreement); or (viii) effect, participate in, or publicly offer or propose to effect or participate in, certain
material transactions, including any material acquisition of the Company’s assets or businesses, in each case, without the
Board’s prior approval.
The Don R. Daseke Agreement
contains a mutual non-disparagement provision applicable until the Don R. Daseke Termination Date. In addition, the Company and
the Don R. Daseke Investors agreed that, until the Don R. Daseke Termination Date, they will not initiate any legal proceeding
against the other party, subject to certain customary exceptions.
With certain exceptions
relating to breaches of the Don R. Daseke Agreement, the Don R. Daseke Agreement terminates after the Company or the Don R. Daseke
Investors deliver a notice of termination at any time after the date of the second Annual Meeting following the date of the Don
R. Daseke Agreement, subject to the terminating party providing at least 30 days’ advance notice (the effective date of such
termination, the “Don R. Daseke Termination Date”); provided, however, that in the event that the Don R. Daseke Investors
sell or otherwise transfer their shares of the Company’s common stock in any transaction that would result in the Don R.
Daseke Investors’ net long aggregate ownership of the Company’s common stock falling below 30% of the Don R. Daseke
Investors’ net long aggregate ownership of the Common Stock as of the date of the Don R. Daseke Agreement, with certain adjustments
and exceptions as set forth in the Don R. Daseke Agreement, without the prior written approval of the Board, the Company’s
obligations to the Don R. Daseke Investors pursuant to the Don R. Daseke Agreement will terminate immediately.
The foregoing description
of the Don R. Daseke Agreement is a summary and is qualified in its entirety by reference to the Don R. Daseke Agreement, a copy
of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.