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

 

February 7, 2020

Date of Report (Date of earliest event reported)

PICTURE 2

 

DASEKE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware
(State or other jurisdiction of
incorporation)

 

001-37509
(Commission
File Number)

 

47-3913221
(IRS Employer
Identification No.)

 

 

 

 

 

15455 Dallas Parkway, Suite 550
Addison, Texas

 

75001

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s Telephone Number, Including Area Code: (972) 248-0412

 

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 per share

 

DSKE

 

The NASDAQ Capital 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 5.02.           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 7, 2020, the Board of Directors (the “Board”) of Daseke, Inc., a Delaware corporation (the “Company”), promoted Christopher Easter, age 57,  to Chief Executive Officer of the Company, effective as of such date. Mr. Easter had previously been serving as the Company’s Interim Chief Executive Officer since August 15, 2019.  Mr. Easter will continue to serve as the Company’s Chief Operating Officer, a position he has held since January 16, 2019, and as the Company’s principal financial officer, a position he has held since September 6, 2019, until such time as the Board identifies and appoints a permanent chief financial officer, whom the Board currently expects will also serve as the Company’s principal financial officer once appointed.  

Also on February 7, 2020, the Board increased the size of the Board from eight to nine members and appointed Mr. Easter as Class II director, effective as of such date.

Prior to joining the Company in January 2019, Mr. Easter served as Senior Vice President Americas at Wallenius Wilhelmsen Ocean and Solutions, a position he held since September 2018, and as President of Keen Transportation at Wallenius Wilhelmsen Logistics (“Wallenius”) from December 2017. Before its acquisition by Wallenius in December 2017, Mr. Easter served as CEO and President of Keen Transport, Inc. (“Keen Transport”), beginning in August 2012. Keen Transport is a specialized transportation, warehouse, and logistics company focused on serving the industrial equipment market. Mr. Easter has also served in various roles with Schneider National, Inc. and Walmart Inc., where he was responsible for overseeing the transportation of goods from around the world. Mr. Easter received his bachelor’s degree from the United States Military Academy at West Point and served for more than eight years in The United States Army. His service included deployment during Operation Desert Storm where he led logistics teams and was awarded the Bronze Star.

There are no family relationships between Mr. Easter and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K, and there are no transactions between the Company and Mr. Easter that would require disclosure under Item 404(a) of Regulation S-K. 

The Company intends to amend Mr. Easter’s current employment agreement to reflect his promotion to Chief Executive Officer. His current employment agreement, including its compensation provisions, will continue in effect until it is so amended. The Company will file an amendment to this Current Report on Form 8-K to disclose such amendment and any equity award grants made to Mr. Easter in connection with his appointment as Chief Executive Officer.

 

Item 7.01.Regulation FD Disclosure.

 

The following information is being furnished pursuant to Item 7.01 of Form 8-K. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

 

On February 10, 2020, the Company issued a press release announcing Mr. Easter’s appointment as the Company’s Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01.           Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

The following exhibit is furnished herewith:

 

 

99.1

Press release dated February 10, 2020.

 

 

 

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.

 

 

 

 

 

 

DASEKE, INC.

 

 

 

February 10, 2020

By:

/s/ Christopher Easter

 

Name:

Christopher Easter

 

Title:

Chief Executive Officer

 

 

Exhibit 99.1

PICTURE 35

 

Daseke Names Chris Easter as Permanent CEO

Brings over 30 years of operational leadership experience in key transportation and logistics roles, including the last six-months driving transformation change as Daseke’s Interim CEO

 

Addison, Texas – February 10, 2020 – Daseke, Inc. (NASDAQ: DSKE) (“Daseke” or the “Company”), the largest flatbed, specialized transportation and logistics solutions company in North America, announced  that on February 7, 2020, its Board of Directors appointed Chris Easter, former Interim Chief Executive Officer,  as permanent Chief Executive Officer (“CEO”).  In addition to his role as CEO, Chris Easter has also become a member of the Board of Directors.

 

Brian Bonner, Executive Chairman, noted, “Following a six-month nationwide search of qualified candidates, I am pleased to announce that Chris Easter has been selected and agreed to lead Daseke as its permanent CEO.    Chris’ deep industry knowledge and leadership skills have been apparent to everyone at Daseke since he joined us as COO in January of 2019.  However, his outstanding performance as our Interim CEO since August of last year clearly set him apart from the other candidates we reviewed.  Over the last six-months,  Chris acted with a clear sense of urgency to implement immediate change and transformation by significantly accelerating and expanding his previously announced operational and cost initiatives. He then created a new leadership structure to better leverage the talent at our operating units and rallied our team around our new operational/cost goals, which allowed us to deliver strong financial performance in the face of soft market conditions. Most importantly, he’s pulled our organization together through a time of great change and developed a sense of passion and pride in our employee base that will help Daseke grow and thrive in the future. He’s the right person to lead this organization and we all look forward to seeing him and our industry-leading team drive long-term value for all of our stakeholders.” 

 

Chris Easter, Chief Executive Officer, added, “I am honored by the Board’s decision to appoint me as CEO of Daseke.  The Board has been very engaged and supportive of our management team’s work during the short six months since we launched our transformation plans.  I am very fortunate to work alongside a team of leaders who are the best operators in our industry.  These seasoned Leaders are not only fantastic operators, but they have successfully built and grown businesses.  As we look forward, we believe it is critically important to keep this work simple and execute aggressively.  We will continue to act with a sense of urgency and make the necessary changes to drive immediate and sustainable value for our customers, shareholders and other stakeholders.  We are just getting started.”

 

Chris Easter Background

Chris Easter began his career at Daseke as its Chief Operating Officer in January of 2019 and assumed the additional responsibility as its Interim Chief Executive Officer in August of 2019.  His background includes more than 30 years of operational leadership serving in key transportation and logistics roles with the United States Army, Walmart and Schneider National. From 2012 to 2017, he served as CEO of Keen Transport, a specialized transportation, warehouse, and logistics company focused on serving the industrial equipment market.  During more than a decade with Walmart, he was responsible for overseeing the transportation of goods from around the world. Easter graduated from the United States Military Academy at West Point; he then served with distinction in the U.S. Army, where he was a leader

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PICTURE 34

 

in heavy machinery logistics. Easter was awarded the Bronze Star during Operation Desert Storm.

 

About Daseke, Inc.

Daseke, Inc. is the largest flatbed and specialized transportation and logistics company in North America. Daseke offers comprehensive, best-in-class services to many of the world’s most respected industrial shippers through experienced people, a fleet of approximately 6,000 tractors and 13,000 flatbed and specialized trailers, and a million-plus square feet of industrial warehousing space. For more information, please visit www.daseke.com.  

 

Forward‐Looking Statements

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “believe,” “plan,” “should,” “could,” “would,” “forecast,” “seek,” “target,” “predict,” and “potential,” the negative of these terms, or other comparable terminology. Projected, preliminary or estimated financial information are forward-looking statements. Forward-looking statements may also include statements about the Company’s goals; the Company’s financial strategy, liquidity and capital required for its business strategy and plans; the Company’s competition and government regulations; general economic conditions; and the Company’s future operating results.

 

These forward-looking statements are based on information available as of the date of this release, and current expectations, forecasts and assumptions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that the Company anticipates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements.

 

Forward-looking statements are subject to risks and uncertainties (many of which are beyond our control) that could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, general economic and business risks, driver shortages and increases in driver compensation or owner-operator contracted rates, loss of senior management or key operating personnel, our ability to identify and execute future acquisitions successfully, seasonality and the impact of weather and other catastrophic events, fluctuations in the price or availability of diesel fuel, increased prices for, or decreases in the availability of, new revenue equipment and decreases in the value of used revenue equipment, the failure of any restructuring actions and cost reduction initiatives that the Company undertakes to meet the expected results, the Company’s ability to generate sufficient cash to service all of the Company’s indebtedness, restrictions in its existing and future debt agreements, increases in interest rates, changes in existing laws or regulations, including environmental and worker health safety laws and regulations and those relating to tax rates or taxes in general, the impact of governmental regulations and other governmental actions related to the Company and its operations, litigation and governmental proceedings, and insurance and claims expenses. You should not place undue reliance on these forward‐looking statements. For additional information regarding known material factors that could cause our actual results to differ from those expressed in forward‐looking statements, please see Daseke’s filings with the Securities and Exchange Commission,

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PICTURE 34

 

available at www.sec.gov, including Daseke’s most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q, particularly the section titled “Risk Factors”.

 

Investor Relations:

Alpha IR Group

Joseph Caminiti or Chris Hodges

312-445-2870

DSKE@alpha-ir.com

 

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