Current Report Filing (8-k)

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 27, 2021

Yellow Corporation

(Exact name of registrant as specified in its charter)

Delaware

0-12255

48-0948788

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10990 Roe Avenue

Overland Park, Kansas 66211

(Address of principal executive office)(Zip Code)

(913) 696-6100

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per
share

YELL

The NASDAQ Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

The holders of our outstanding common stock and Series A Voting Preferred Stock voted together as a single class on all proposals at the Annual Meeting held May 27, 2021. Each share of common stock and Series A Voting Preferred Stock was entitled to one vote.

At the Annual Meeting, holders of our common stock and Series A Voting Preferred Stock voted on the following proposals:

Proposal 1

Each nominee under Proposal 1 was elected to the Board of Directors.

Director Nominees	Number of Votes For		Number of Votes Against		Abstentions		Broker Non-Votes
Matthew A. Doheny		31,792,472		453,477		106,235		7,977,869
Darren D. Hawkins		31,813,708		452,022		86,454		7,977,869
James E. Hoffman		31,812,101		436,653		103,430		7,977,869
Shaunna D. Jones		31,808,849		455,078		88,257		7,977,869
Susana Martinez		31,751,792		442,394		157,998		7,977,869
David S. McClimon		31,883,459		310,779		157,946		7,977,869
Patricia M. Nazemetz		31,371,828		806,650		173,706		7,977,869
Chris T. Sultemeier		31,964,286		227,053		160,845		7,977,869

Proposal 2

The appointment of KPMG LLP as our independent registered public accounting firm for 2021 was ratified.

Number of

Votes For

Number of

Votes Against

Number of

Votes Abstaining

39,982,846

306,334

40,873

Proposal 3

The advisory vote on named executive officer compensation was approved.

Number of

Votes For

Number of

Votes Against

Number of

Votes Abstaining

Broker

Non-Votes

16,861,201

15,351,686

139,297

7,977,869

Proposal 4

The proposal to approve the Yellow Corporation 2020 Employee Stock Purchase Plan was approved.

Number of

Votes For

Number of

Votes Against

Number of

Votes Abstaining

Broker

Non-Votes

31,932,276

267,256

152,652

7,977,869

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.