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Radiant Logistics names David Buss as COO

Radiant Logistics names a new COO under a defined severance package and sets timing and notice rules for its November 2026 annual stockholder meeting.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Radiant Logistics, Inc. (RLGT) appointed David Buss as Senior Vice President and Chief Operating Officer effective August 31, 2026. Buss, age 62, has over 30 years of transportation and logistics leadership experience, including serving as Chief Executive Officer, North America Cluster for DB Schenker and participating on its USA Truck acquisition integration steering committee.

Under his employment agreement, Buss will receive a $250,000 annual base salary, with eligibility for incentive compensation under Radiant’s general management plans and customary employee benefits. He is entitled to six months of severance salary continuation if terminated by the company other than for cause or due to death or disability, and twelve months of severance if his employment ends under specified "Change of Control" and "Good Reason" conditions.

Radiant also set details for its 2026 Annual Meeting of Stockholders, to be held at its corporate offices on November 16, 2026 at 9:00 a.m. Pacific time. Holders of common stock as of the close of business on September 29, 2026 will be entitled to vote. The company outlined advance notice deadlines and informational requirements for stockholder proposals and director nominations under its Amended and Restated Bylaws.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Annual base salary $250,000 Base salary for David Buss as Senior Vice President and COO under his employment agreement
Severance (standard termination) 6 months of salary continuation If employment ends due to death, disability, or by the company other than for cause
Severance (Change of Control scenarios) 12 months of salary continuation If within nine months after a Change of Control he resigns for Good Reason or is terminated other than for cause
COO age 62 years Age of newly appointed Senior Vice President and COO David Buss
Annual Meeting date and time November 16, 2026 at 9:00 a.m. Pacific time Scheduled 2026 Annual Meeting of Stockholders at Radiant’s corporate offices
Record date for voting September 29, 2026 Holders of common stock as of close of business on this date may vote at the 2026 Annual Meeting
Deadline for director nominations September 17, 2026 Advance notice cutoff under the Amended and Restated Bylaws for 2026 Annual Meeting director nominations
Deadline for stockholder proposals (non-Rule 14a-8) September 27, 2026 Advance notice cutoff under the Amended and Restated Bylaws for other stockholder proposals at the 2026 Annual Meeting
Change of Control financial
"For the purposes of the Employment Agreement, a “Change of Control” shall be deemed to occur"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Good Reason financial
"Additionally, “Good Reason” shall be deemed to occur upon either"
severance financial
"Mr. Buss is entitled to six months of severance in the form of salary continuation"
Severance is the payment and benefits an employer provides to an employee when their job ends, acting like a short-term financial safety net or final paycheck plus extras such as healthcare continuation or stock vesting. Investors care because severance obligations are real costs and potential liabilities that can reduce cash, affect reported profits, and signal how a company handles leadership changes or downsizing, which can influence future performance and shareholder value.
Amended and Restated Bylaws regulatory
"must each comply with advance notice provisions set forth in our Amended and Restated Bylaws"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Rule 14a-8 regulatory
"including, if applicable, Rule 14a-8 of the Securities Exchange Act of 1934"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
advance notice provisions regulatory
"must each comply with advance notice provisions set forth in our Amended and Restated Bylaws"
Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.

FAQ

What executive leadership change did RLGT announce in this 8-K?

Radiant Logistics appointed David Buss as Senior Vice President and Chief Operating Officer effective August 31, 2026. He brings over 30 years of transportation and logistics leadership experience, including serving as Chief Executive Officer, North America Cluster for DB Schenker.

What are the key compensation terms for RLGT’s new COO David Buss?

Under his employment agreement, David Buss will receive an annual base salary of $250,000, subject to annual evaluation and adjustment, be eligible for incentive compensation under Radiant’s general management plans, and receive customary benefits such as participation in stock option plans and health insurance.

What severance protections does RLGT’s COO have under his employment agreement?

David Buss is entitled to six months of severance salary continuation if terminated by the company other than for cause or due to death or disability, and twelve months of severance if, within nine months after a "Change of Control," he resigns for "Good Reason" or is terminated other than for cause.

When is Radiant Logistics’ 2026 Annual Meeting and who can vote?

The 2026 Annual Meeting of Radiant Logistics will be held on November 16, 2026 at 9:00 a.m. Pacific time at the company’s corporate offices. All holders of common stock of record as of the close of business on September 29, 2026 will be entitled to vote.

What are the deadlines for RLGT stockholder proposals and director nominations for the 2026 meeting?

For the 2026 Annual Meeting, stockholder proposals not for inclusion in proxy materials must be received by September 27, 2026. Director nominations must be received by September 17, 2026. Both must comply with advance notice and content requirements in the Amended and Restated Bylaws.

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Learn about SEC filing dates
0001171155false00011711552026-08-312026-08-31

 

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): August 31, 2026

 

 

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-35392

04-3625550

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Triton Towers Two

700 S. Renton Village Place

Seventh Floor

 

Renton, Washington

 

98057

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 425 462-1094

 

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, $0.001 Par Value

 

RLGT

 

NYSE American 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.

On August, 31, 2026, the Company appointed David Buss to serve as its Senior Vice President and Chief Operating Officer (“COO”). Mr. Buss, age 62, brings with him over 30 years of experience of executive leadership in transportation and logistics, with experience directing complex operations, strategic planning, business development, and M&A diligence and integration. Mr. Buss most recently served as an independent private equity transportation logistics advisor from August 2025 until July 2026. Beginning in March 2020, he served as the Chief Executive Officer, North America Cluster for DB Schenker, where he led the U.S. division and coordinated business unit and commercial offerings across the organization, helping improve operating margin by more than 200% over a five-year period. He was subsequently promoted in April 2023 into the newly created North America Cluster leadership role and also served on the integration steering committee for the company's acquisition of USA Truck, completed in September 2022, until July 2025.

We entered into an employment agreement with Mr. Buss (“Employment Agreement”) setting forth the terms and conditions of his employment. Pursuant to the Employment Agreement, the Company will pay him an annual base salary of $250,000, subject to annual evaluation and adjustment. Incentive compensation will be awarded to Mr. Buss under the Company’s general management compensation plans, based upon the achievement of corporate and individual objectives at the discretion of our audit and executive oversight committee.

In addition to customary employment benefits that are broadly provided to our employees, such as participation in our stock option plans and life insurance, hospitalization, major medical and other health benefits, Mr. Buss is entitled to six months of severance in the form of salary continuation payments in the event his employment is terminated as a result of his death or disability, or by the Company other than for cause; or twelve months of severance if within nine months following a “Change of Control”, he voluntarily terminates his employment for “Good Reason” or his employment is terminated by the Company other than for cause. For the purposes of the Employment Agreement, a “Change of Control” shall be deemed to occur if there occurs a sale, exchange, transfer or other disposition of substantially all of our assets to another entity, except to an entity controlled directly or indirectly by us, or a merger, consolidation or other reorganization in which the Company is not the surviving entity, or a plan of liquidation or dissolution of the Company other than pursuant to bankruptcy or insolvency laws. Additionally, “Good Reason” shall be deemed to occur upon either (i) a breach of the Employment Agreement by us, or (ii) a reduction in salary without Mr. Buss’ consent, unless any such reduction is otherwise part of an overall reduction in executive compensation experienced on a pro rata basis by other similarly situated employees.

The description of the Employment Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Mr. Buss has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There are no family relationships between Mr. Buss and any of the Company’s directors or executive officers.

Item 8.01 Other Events

Radiant Logistics, Inc. (the “Company,” “we” or “us”) will hold its Annual Meeting of Stockholders (the “2026 Annual Meeting”) at its corporate offices on Monday, November 16, 2026 at 9:00 a.m., Pacific time. All holders of record of our common stock outstanding as of the close of business on September 29, 2026 will be entitled to vote at the 2026 Annual Meeting.

Stockholder proposals not intended to be included in the proxy materials for the 2026 Annual Meeting as well as stockholder nominations for election of directors at the 2026 Annual Meeting must each comply with advance notice provisions set forth in our Amended and Restated Bylaws. For stockholder proposals to be considered properly brought before the 2026 Annual Meeting, written notice must be received by our corporate secretary by September 27, 2026, which is 50 days prior to the 2026 Annual Meeting date. For director nominations to be considered properly brought before the 2026 Annual Meeting, written notice must be received by our corporate secretary by September 17, 2026, which is 60 days prior to the 2026 Annual Meeting date. If we do not receive notice by the foregoing dates, as applicable, then such notice will be considered untimely.

In addition to timing requirements, the advance notice provisions of our Amended and Restated Bylaws contain informational content requirements that also must be met. A copy of the Amended and Restated Bylaws may be obtained by writing to the Company at our principal place of business.

Stockholder proposals must comply with the requirements of all applicable laws, including, if applicable, Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in the Company’s proxy materials. The deadline for determining whether a stockholder proposal is submitted timely under Rule 14a-8 was June 9, 2026.

All proposals by stockholders, all notices of nominations or other general business and all written requests for a copy of our Amended and Restated Bylaws should be sent to:


Radiant Logistics, Inc.

Triton Towers Two

700 S. Renton Village Place, Seventh Floor

Renton, Washington 98057

Attn: Todd Macomber

Item 8.01 Other Events.

The Company will hold its 2026 Annual Meeting at its corporate offices on Monday, November 16, 2026 at 9:00 a.m., Pacific time. All holders of record of our common stock outstanding as of the close of business on September 29, 2026 will be entitled to vote at the 2026 Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

No.

 

Description

 

 

 

10.1

 

Employment Agreement between the Company and David Buss effective August 31, 2026

 

 

 

104

 

Cover Page Interactive Data (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 hereunto duly authorized.

 

 

 

Radiant Logistics, Inc

 

 

 

 

Date:

September 3, 2026

By:

/s/ Todd Macomber

 

 

 

Todd Macomber
Senior Vice President and Chief Financial Officer

 


Filing Exhibits & Attachments

2 documents