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): June 11, 2021
ECHO GLOBAL LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34470 | 20-5001120 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| 600 West Chicago Avenue | ||
| Suite 725 | 60654 | |
| Chicago, Illinois | (Zip Code) | |
| (Address of principal executive offices) |
| (800) 354-7993 | ||
| (Registrant’s telephone number, including area code) | ||
| 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, par value $0.0001 | ECHO | 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
Echo Global Logistics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2021. The matters that were voted on at the Annual Meeting and the final voting results as to each such matter are set forth below.
Proposal No. 1: Election of Directors
The following nominees were elected to the Board for a one-year term expiring at the Company’s 2022 Annual Meeting, as follows:
|
FOR |
AGAINST |
ABSTAIN |
BROKER
NON-VOTES |
|||||
| Douglas R. Waggoner | 22,106,699 | 896,251 | 15,090 | 1,662,223 | ||||
| Samuel K. Skinner | 20,711,642 | 2,291,308 | 15,090 | 1,662,223 | ||||
| Matthew Ferguson | 22,115,078 | 887,858 | 15,104 | 1,662,223 | ||||
| David C. Habiger | 18,682,039 | 4,318,281 | 17,720 | 1,662,223 | ||||
| William M. Farrow III | 22,132,758 | 870,193 | 15,089 | 1,662,223 | ||||
| Virginia L. Henkels | 19,317,511 | 3,685,523 | 15,006 | 1,662,223 |
Proposal No. 2: Ratification of Appointment of Ernst & Young LLP to Serve as Independent Registered Public Accounting Firm for the Company for the Fiscal Year Ending December 31, 2021
The ratification of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved as follows:
| FOR | AGAINST | ABSTAIN | ||
| 24,464,438 | 200,838 | 14,987 |
Proposal No. 3: Approval, on an Advisory, Non-binding Basis, the Compensation of the Company’s Named Executive Officers
The Company’s executive compensation was approved on an advisory, non-binding basis, as follows:
|
FOR |
AGAINST |
ABSTAIN |
BROKER
NON-VOTES |
|||
| 21,377,636 | 1,594,504 | 45,900 | 1,662,223 |
Proposal No. 4: Approval of the Amendment and Restatement of the 2008 Stock Incentive Plan
The Company’s proposed amendment and restatement of the 2008 Stock Incentive Plan was approved as follows:
| FOR | AGAINST | ABSTAIN |
BROKER
NON-VOTES |
|||
| 15,065,024 | 7,884,541 | 68,475 | 1,662,223 |
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.
| ECHO GLOBAL LOGISTICS, INC. | ||
| Dated: June 15, 2021 | By: | /s/ Peter M. Rogers |
| Name: | Peter M. Rogers | |
| Title: | Chief Financial Officer | |