Saia (NASDAQ: SAIA) investors reelect board, OK pay and ratify KPMG

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Saia, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected ten director nominees, each to serve until the 2027 annual meeting and until a successor is elected and qualified.

Stockholders also approved, on an advisory basis, the executive compensation program, with 24,885,783 votes for, 457,626 against, and 21,003 abstentions, plus 392,583 broker non-votes. In addition, stockholders ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026, with 24,903,949 votes for, 833,812 against, and 19,234 abstentions and no broker non-votes.

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

Say-on-pay votes for: 24,885,783 shares Say-on-pay votes against: 457,626 shares Auditor ratification votes for: 24,903,949 shares +5 more

8 metrics

Say-on-pay votes for 24,885,783 shares Advisory vote to approve executive compensation at 2026 annual meeting

Say-on-pay votes against 457,626 shares Advisory vote to approve executive compensation at 2026 annual meeting

Auditor ratification votes for 24,903,949 shares Ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026

Auditor ratification votes against 833,812 shares Ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026

Broker non-votes on directors 392,583 shares Broker non-votes recorded on each director election proposal

Broker non-votes on auditor 0 shares Broker non-votes on ratification of KPMG LLP for fiscal 2026

Highest director support 25,285,259 shares for Votes for director nominee Frederick J. Holzgrefe, III

Lowest director support 24,539,888 shares for Votes for director nominee Richard D. O’Dell

Key Terms

broker non-votes, Advisory Vote to Approve Executive Compensation, Named Executive Officers, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Director Nominee | For | Against | Abstain | 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.

Advisory Vote to Approve Executive Compensation financial

"Proposal 2— Advisory Vote to Approve Executive Compensation"

Named Executive Officers financial

"the compensation of the Named Executive Officers disclosed in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"independent registered public accounting firm for Fiscal Year 2026"

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.

Annual Meeting of Stockholders financial

"At the 2026 Annual Meeting, stockholders voted on the three proposals"

Understanding 8-K Material Events →

05/05/2026 - 05:27 PM

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): April 29, 2026

    

SAIA, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	0-49983	48-1229851
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11465 Johns Creek Parkway Suite 400
Johns Creek, Georgia		30097
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 770 232-5067

    

     No Changes.

    

(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, par value $.001 per share	SAIA	Nasdaq Global Select Market

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

At the 2026 Annual Meeting, stockholders voted on the three proposals outlined in the Proxy Statement and cast their votes as described below.

Proposal 1—Election of Directors

The Director Nominees listed below were elected to serve as directors to hold office until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified.


Director Nominee	For	Against	Abstain	Broker Non-Votes
Di-Ann Eisnor	25,099,472	254,196	10,744	392,583
Donna E. Epps	25,060,007	289,050	15,355	392,583
John P. Gainor, Jr.	25,046,587	306,648	11,177	392,583
Kevin A. Henry	25,254,858	98,531	11,023	392,583
Frederick J. Holzgrefe, III	25,285,259	67,739	11,374	392,583
Donald R. James	25,059,432	289,504	15,476	392,583
Randolph W. Melville	25,005,968	343,252	15,192	392,583
Richard D. O’Dell	24,539,888	812,904	11,620	392,583
Jeffrey C. Ward	24,551,897	800,926	11,589	392,583
Susan F. Ward	25,196,121	157,327	10,964	392,583

Proposal 2— Advisory Vote to Approve Executive Compensation

Our stockholders approved, on an advisory basis, the compensation of the Named Executive Officers disclosed in the Proxy Statement.


For	Against	Abstain	Broker Non-Votes
24,885,783	457,626	21,003	392,583

Proposal 3— Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2026

Our stockholders ratified the appointment of KPMG LLP to serve as Saia’s independent registered public accounting firm for the 2026 fiscal year.


For	Against	Abstain	Broker Non-Votes
24,903,949	833,812	19,234	0

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.



				SAIA, INC.

		Date: May 5, 2026		/s/ Kelly W. Benton
				Kelly W. Benton
				Vice President and Chief Accounting Officer (Principal Accounting Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did Saia (SAIA) shareholders decide at the 2026 annual meeting?

Saia shareholders elected all ten director nominees, approved executive compensation on an advisory basis, and ratified KPMG LLP as independent registered public accounting firm for fiscal 2026. These voting outcomes keep the current board structure and audit relationship in place for the coming year.

How did Saia (SAIA) shareholders vote on director elections in 2026?

Shareholders elected all ten director nominees to serve until the 2027 annual meeting. Support was strong across the slate, with each nominee receiving over 24.5 million votes for and relatively few votes against or abstentions, alongside 392,583 broker non-votes recorded for each nominee.

Was Saia (SAIA) executive compensation approved by shareholders in 2026?

Yes. Saia stockholders approved, on an advisory basis, the compensation of the Named Executive Officers. The vote totaled 24,885,783 shares for, 457,626 against, and 21,003 abstentions, with an additional 392,583 broker non-votes, indicating broad support for the disclosed pay program.

Which audit firm did Saia (SAIA) shareholders ratify for fiscal 2026?

Shareholders ratified the appointment of KPMG LLP as Saia’s independent registered public accounting firm for the 2026 fiscal year. The ratification received 24,903,949 votes for, 833,812 against, and 19,234 abstentions, with no broker non-votes reported on this proposal in the voting results.

How many broker non-votes were recorded on Saia (SAIA) proposals in 2026?

Broker non-votes totaled 392,583 for the director election items and the advisory vote on executive compensation. For the ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026, there were zero broker non-votes, reflecting full voting participation on that proposal.

Filing Exhibits & Attachments

1 document