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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): November 09, 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 Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (913) 696-6100

 

 

(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, $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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

New Board Member Appointment

 

On November 9, 2021, the Board of Directors (the “Board”) of Yellow Corporation (the “Company”) appointed Javier Evans to the Board, to serve until the 2022 Annual Meeting of Stockholders. The Board anticipates that Mr. Evans will be nominated by the Board for election by the stockholders at that meeting and going forward.

 

The Board has appointed Mr. Evans to serve on the Compensation Committee. There are no arrangements or understanding that exist between Mr. Evans and any other persons pursuant to which he was selected as a director. In addition, there are no transactions between Mr. Evans and the Company that would be reportable under Item 404(a) of Regulation S-K.

 

Mr. Evans will receive the same cash and equity compensation as the other non-employee directors serving on the Board pursuant to the Company’s Fourth Amended and Restated Director Compensation Plan (the “Plan”), as amended, which has been filed as Exhibit 10.5.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference. Pursuant to the Plan, Mr. Evans will receive an annual cash retainer of $190,000, paid quarterly. In addition, Mr. Evans will be entitled to receive an annual grant of restricted stock units equal to $60,000 divided by the 30-day average closing price of the Company’s common stock on the grant date, which initial grant date for him will be in February 2022.

 

The Company and Mr. Evans will enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 15, 2007 and is incorporated herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


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

 

 

 

 

Date:

November 12, 2021

By:

/s/ Leah K. Dawson

 

 

 

Leah K. Dawson
Executive Vice President, General Counsel and Secretary

 

 

 

 

 


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