Shareholders of Heartland Express (NASDAQ: HTLD) approve directors, auditor and pay

Rhea-AI Filing Summary

Heartland Express, Inc. held its Annual Meeting of Stockholders on May 14, 2026, where all proposals on the ballot were approved. Stockholders elected seven directors to serve until the 2027 annual meeting, with each nominee receiving over 58 million votes in favor.

They ratified Grant Thornton LLP as independent registered public accounting firm for 2026 with more than 70.8 million votes for. Stockholders also approved, on a non-binding basis, the compensation of named executive officers and approved an amendment to the 2021 Restricted Stock Award Plan.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Highest director votes for: 65,518,804 votes Lowest director votes for: 58,599,739 votes Auditor ratification for votes: 70,879,115 votes +3 more

6 metrics

Highest director votes for 65,518,804 votes Votes for director nominee David P. Spalding

Lowest director votes for 58,599,739 votes Votes for director nominee James G. Pratt

Auditor ratification for votes 70,879,115 votes Ratification of Grant Thornton LLP for 2026

Executive compensation for votes 65,269,917 votes Non-binding advisory vote on named executive officer compensation

Restricted Stock Plan amendment for votes 65,219,292 votes Approval of amendment to 2021 Restricted Stock Award Plan

Broker non-votes on key items 5,207,600 shares Broker non-votes on directors, say-on-pay, and plan amendment

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory vote, Restricted Stock Award Plan

4 terms

broker non-votes financial

"Votes For | Votes Withheld | Broker Non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"the Company's independent registered public accounting firm for 2026 was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory vote regulatory

"compensation of named executive officers of the Company was approved in an advisory and non-binding vote"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Restricted Stock Award Plan financial

"amendment of the Heartland Express, Inc. 2021 Restricted Stock Award Plan was approved"

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Understanding 8-K Material Events →

0000799233FALSE00007992332026-05-142026-05-14

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 14, 2026

----------------------------------------------------------------

HEARTLAND EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Nevada			000-15087			93-0926999
(State of other Jurisdiction			(Commission			(IRS Employer
of Incorporation)			File Number)			Identification No.)

901 HEARTLAND WAY,  NORTH LIBERTY, IA			52317
(Address of Principal Executive Offices)			(Zip Code)

(319) 645-7060

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			HTLD			NASDAQ

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

On May 14, 2026, the Annual Meeting of Stockholders of Heartland Express, Inc. (the "Company") was held, at which meeting seven (7) directors were elected to serve as the Board of Directors until the 2027 Annual Meeting of Stockholders, the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for 2026 was ratified, compensation of named executive officers of the Company was approved in an advisory and non-binding vote, and amendment of the Heartland Express, Inc. 2021 Restricted Stock Award Plan was approved.

The voting tabulation on the election of directors was as follows:

Nominee						Votes For						Votes Withheld						Broker Non-votes
Michael J. Gerdin						65,307,667						466,094						5,207,600
James G. Pratt						58,599,739						7,174,022						5,207,600
Brenda S. Neville						60,073,906						5,699,855						5,207,600
David P. Millis						65,079,285						694,476						5,207,600
Dr. Brenda M. Lantz						65,120,978						652,783						5,207,600
Amanda M. Hupfeld						65,113,369						660,392						5,207,600
David P. Spalding						65,518,804						254,957						5,207,600

The voting tabulation on the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2026 was as follows:

For						Against						Abstain
70,879,115						92,083						10,163

The voting tabulation on the non-binding advisory vote on named executive officer compensation was as follows:

For						Against						Abstain						Broker Non-votes
65,269,917						455,547						48,297						5,207,600

The voting tabulation on the approval of the amendment to the Heartland Express, Inc. 2021 Restricted Stock Award Plan was as follows:

For						Against						Abstain						Broker Non-votes
65,219,292						399,638						154,831						5,207,600

SIGNATURE

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.

HEARTLAND EXPRESS, INC.

Date:

May 14, 2026

By: /s/ Christopher A. Strain

Christopher A. Strain

Vice President - Finance,

Treasurer and Chief Financial Officer

FAQ

What did Heartland Express (HTLD) shareholders vote on at the 2026 annual meeting?

Shareholders voted on four main items: election of seven directors, ratification of Grant Thornton LLP as 2026 auditor, an advisory vote on named executive officer compensation, and approval of an amendment to the 2021 Restricted Stock Award Plan. All proposals received sufficient votes for approval.

Were the Heartland Express (HTLD) director nominees elected at the 2026 annual meeting?

Yes, all seven director nominees were elected. Each nominee received strong support, with votes for ranging from about 58.6 million to 65.5 million. Broker non-votes of 5,207,600 shares were recorded for each director, but did not affect the election outcomes.

Did Heartland Express (HTLD) shareholders approve the 2026 auditor ratification?

Yes, shareholders ratified Grant Thornton LLP as the company’s independent registered public accounting firm for 2026, with 70,879,115 votes for, 92,083 against, and 10,163 abstentions. This indicates broad stockholder support for continuing with the same external auditor.

How did Heartland Express (HTLD) shareholders vote on executive compensation?

Shareholders approved executive compensation in an advisory vote. The say-on-pay resolution received 65,269,917 votes for, 455,547 against, and 48,297 abstentions, with 5,207,600 broker non-votes. Although non-binding, this reflects shareholder support for the company’s named executive officer pay program.

Was the amendment to the Heartland Express 2021 Restricted Stock Award Plan approved?

Yes, the plan amendment was approved. Shareholders cast 65,219,292 votes for, 399,638 against, and 154,831 abstentions, along with 5,207,600 broker non-votes. This approval allows the company to adjust its 2021 Restricted Stock Award Plan as described in its proxy materials.

What are broker non-votes in the Heartland Express (HTLD) 2026 meeting results?

Broker non-votes are shares held by brokers not voting on certain items because they lacked specific instructions from beneficial owners. The results show 5,207,600 broker non-votes on director elections, say-on-pay, and the restricted stock plan amendment, which did not prevent approval of these proposals.

Filing Exhibits & Attachments

3 documents

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