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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): 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.

 

 

YELLOW CORPORATION

 

 

 

 

By:

 

/s/ Leah K. Dawson

 

 

 

Leah K. Dawson

 

 

 

Executive Vice President, General Counsel and Secretary

 

Date: May 28, 2021

 

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