| Item 5.07 |
Submission
of Matters to a Vote of Security Holders. |
As
previously disclosed, on March 20, 2023, U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress”), Knight-Swift
Transportation Holdings Inc., a Delaware corporation (“Knight-Swift”), and Liberty Merger Sub Inc., a Nevada corporation
and an indirect wholly owned subsidiary of Knight-Swift (“Merger Subsidiary”), entered into a definitive Agreement and Plan
of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger
Subsidiary will merge with and into U.S. Xpress (the “Merger”), with U.S. Xpress surviving the Merger as an indirect subsidiary
of Knight-Swift.
U.S. Xpress convened its special meeting of stockholders
on June 29, 2023 (the “Special Meeting”). At the Special Meeting, U.S. Xpress’ stockholders voted on four proposals
related to the Merger Agreement as described in further detail in U.S. Xpress’ definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on May 24, 2023 (the “Proxy Statement”).
As of the close of business on May 23, 2023,
the record date for the Special Meeting, there were 40,527,300 shares of Class A common stock of U.S. Xpress, par value $0.01 per share
(the “Class A common stock”) and 13,113,164 shares of Class B common stock of U.S. Xpress, par value $0.01 per share (the
“Class B common stock” and, collectively with the Class A common stock, the “U.S. Xpress Stock”) outstanding
and entitled to vote at the Special Meeting. Holders of shares representing 85.17% of the voting power of the combined shares of
Class A common stock and Class B common stock issued and outstanding as of the record date and entitled to vote at the Special Meeting
were present in person or represented by proxy at the Special Meeting. Holders of shares representing 100% of the Class B common stock
issued and outstanding as of the record date and entitled to vote at the Special Meeting were present in person or represented by proxy
at the Special Meeting. Holders of shares representing 61.18% of Class A common stock issued and outstanding as of the record date and
entitled to vote at the Special Meeting were present in person or represented by proxy at the Special Meeting. As a result, a quorum
was present to conduct business at the Special Meeting. At the Special Meeting, U.S. Xpress’ stockholders were asked to consider
and vote on the following matters:
| |
· |
a
proposal to approve the Merger Agreement and the Merger (the “Merger Proposal”); |
| |
· |
a
proposal to approve an amendment to U.S. Xpress’ Third Amended and Restated Articles of Incorporation (the “Charter”)
providing that, to the extent that the Merger Agreement or the Rollover Agreement, dated as of March 20, 2023, by and among
Knight-Swift, Liberty Holdings Topco LLC and the other parties thereto, any of the transactions contemplated by those agreements
or the consideration to be paid to the holders of Class A common stock or Class B common stock pursuant to those agreements are inconsistent
with Section 3.2(e) of the Charter or any other provisions thereof, Section 3.2(e) or such other provisions will not be applicable
(the “Charter Amendment Proposal”); |
| |
· |
a
proposal to separately approve the Merger Proposal by the holders of U.S. Xpress Stock other than Max L. Fuller, FSBSPE 1, LLC, FSBSPE
2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller
and Max Fuller Family Limited Partnership, any Family Member, Permitted Entity or Permitted Trust (each as defined in the Charter)
of Max L. Fuller or William E. Fuller, Knight-Swift and their respective affiliates and the directors and executive officers of U.S.
Xpress (collectively, the “Excluded Stockholders”) (the “Majority-of-the-Minority Proposal”); and |
| |
· |
a
proposal to approve, by a non-binding, advisory vote, the compensation arrangements that will or may become payable to the U.S. Xpress’
named executive officers in connection with the Merger (with the holders of Class A common stock and Class B common stock voting
as a single class) (the “Advisory Compensation Proposal”). |
Each
share of Class A common stock outstanding as of the record date was entitled to one vote on each proposal submitted to U.S. Xpress’
stockholders for approval at the Special Meeting. Other than for the Majority-of-the-Minority Proposal, each share of Class B common
stock outstanding as of the record date was entitled to five votes on each proposal submitted to U.S. Xpress’ stockholders for
approval at the Special Meeting. For the Majority-of-the-Minority Proposal, each share of Class B common stock outstanding and not held
by an Excluded Stockholder as of the record date was entitled to one vote on such proposal.
The Merger Proposal required the approval of
(a) a majority of the votes entitled to vote thereon by the holders of issued and outstanding shares of U.S. Xpress Stock as of the record
date (voting together as a single class) (the “Majority Vote”) and (b) a majority of the votes entitled to vote thereon by
the holders of issued and outstanding shares of Class B common stock as of the record date (voting as a single class) (the “Class
B Vote”).
The Charter Amendment Proposal required approval
of (a) the Majority Vote, (b) the Class B Vote and (c) a majority of the votes entitled to vote thereon by the holders of issued and
outstanding shares of Class A common stock as of the record date (voting as a single class) (the “Class A Vote”).
The Majority-of-the-Minority Proposal required
the approval of a majority of the votes entitled to vote thereon by the holders of issued and outstanding shares of U.S. Xpress Stock
as of the record date (excluding shares of U.S. Xpress Stock held by Excluded Stockholders), voting together as a single class with each
share of U.S. Xpress Stock counted equally with one vote per share for this purpose.
The Advisory Compensation Proposal required the
approval of a majority in voting power of issued and outstanding shares of U.S. Xpress Stock entitled to vote thereon (and voting as
a single class) that were present in person or represented by proxy at the Special Meeting.
The final voting results for each proposal presented
to stockholders for approval are set forth below.
Proposal No. 1: Approval of the Merger
Proposal
Majority Vote
| Class | |
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| Class A common stock | |
24,261,552 | |
528,827 | |
5,287 | |
0 |
| Class B common stock | |
65,565,820 | |
0 | |
0 | |
0 |
Class B Vote
| Class | |
Votes
For | |
Votes
Against | |
Abstentions | |
Broker
Non-Votes |
| Class B common stock | |
65,565,820 | |
0 | |
0 | |
0 |
The Merger Proposal was approved by the requisite
vote of U.S. Xpress’ stockholders.
Proposal No. 2: Approval of the Charter
Amendment Approval
Majority Vote
| Class | |
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| Class A common stock | |
23,663,621 | |
530,666 | |
601,388 | |
0 |
| Class B common stock | |
65,565,820 | |
0 | |
0 | |
0 |
Class B Vote
| Class | |
Votes
For | |
Votes
Against | |
Abstentions | |
Broker
Non-Votes |
| Class B common stock | |
65,565,820 | |
0 | |
0 | |
0 |
Class A Vote
| Class | |
Votes
For | |
Votes
Against | |
Abstentions | |
Broker
Non-Votes |
| Class A common stock | |
23,663,621 | |
530,666 | |
601,388 | |
0 |
The
Charter Amendment Proposal was approved by the requisite vote of U.S. Xpress’ stockholders.
Proposal No. 3: Approval of the Majority-of-the-Minority
Proposal
| Class | |
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| Class A common stock | |
21,293,222 | |
527,967 | |
7,645 | |
0 |
| Class B common stock | |
0 | |
0 | |
0 | |
0 |
Because
all shares of the Class B common stock are held by Excluded Stockholders, votes in respect of the Class B common stock are disregarded
and reflected as “0” for purposes of the Majority-of-the-Minority Proposal. The Majority-of-the-Minority Proposal was approved
by the requisite vote of U.S. Xpress’ stockholders.
Proposal No. 4: Approval of the Advisory
Compensation Proposal
| Class | |
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| Class A common stock | |
22,196,819 | |
955,734 | |
1,643,123 | |
0 |
| Class B common stock | |
65,565,820 | |
0 | |
0 | |
0 |
The Advisory Compensation Proposal was approved
by the requisite vote of U.S. Xpress’ stockholders.
Because none of the proposals before the Special
Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Special
Meeting.
In light of the approval of the Merger Proposal,
the Charter Amendment Proposal and the Majority-of-the-Minority Proposal, Proposal 5 described in the Proxy Statement (relating to the
adjournment of the Special Meeting) was rendered moot and was not presented at the Special Meeting.