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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): June 11, 2021

 

ECHO GLOBAL LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-34470 20-5001120
(State or other jurisdiction
of incorporation)
(Commission
File Number)  
(I.R.S. Employer
Identification No.)
     
  600 West Chicago Avenue
  Suite 725 60654
  Chicago, Illinois (Zip Code)
  (Address of principal executive offices)  

 

  (800) 354-7993  
  (Registrant’s telephone number, including area code)  
     
  N/A  
(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:

 

¨ 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, par value $0.0001 ECHO NASDAQ Global Select Market

 

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

 

Echo Global Logistics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2021. The matters that were voted on at the Annual Meeting and the final voting results as to each such matter are set forth below.

 

Proposal No. 1: Election of Directors

 

The following nominees were elected to the Board for a one-year term expiring at the Company’s 2022 Annual Meeting, as follows:

 

   

 

FOR

 

 

AGAINST

 

 

ABSTAIN

  BROKER
NON-VOTES
Douglas R. Waggoner   22,106,699   896,251   15,090   1,662,223
Samuel K. Skinner   20,711,642   2,291,308   15,090   1,662,223
Matthew Ferguson   22,115,078   887,858   15,104   1,662,223
David C. Habiger   18,682,039   4,318,281   17,720   1,662,223
William M. Farrow III   22,132,758   870,193   15,089   1,662,223
Virginia L. Henkels   19,317,511   3,685,523   15,006   1,662,223

 

Proposal No. 2: Ratification of Appointment of Ernst & Young LLP to Serve as Independent Registered Public Accounting Firm for the Company for the Fiscal Year Ending December 31, 2021

 

The ratification of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved as follows:

 

FOR   AGAINST   ABSTAIN
24,464,438   200,838   14,987

 

Proposal No. 3: Approval, on an Advisory, Non-binding Basis, the Compensation of the Company’s Named Executive Officers

 

The Company’s executive compensation was approved on an advisory, non-binding basis, as follows:

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

  BROKER
NON-VOTES
21,377,636   1,594,504   45,900   1,662,223

 

Proposal No. 4: Approval of the Amendment and Restatement of the 2008 Stock Incentive Plan

 

The Company’s proposed amendment and restatement of the 2008 Stock Incentive Plan was approved as follows:

 

FOR   AGAINST   ABSTAIN   BROKER
NON-VOTES
15,065,024   7,884,541   68,475   1,662,223

 

 

 

 

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.

 

  ECHO GLOBAL LOGISTICS, INC.
     
     
Dated: June 15, 2021 By:  /s/ Peter M. Rogers
  Name: Peter M. Rogers
  Title: Chief Financial Officer

 

 

 

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