---
schema_version: "secwatch.filing_event.v1"
accession: "0000799233-23-000023"
form_type: "8-K"
ticker: "HTLD"
cik: "0000799233"
company_name: "HEARTLAND EXPRESS INC"
filed_at: "2023-05-16T23:59:59+00:00"
generated_at: "2026-06-15T00:18:55.271142+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Heartland Express raises CEO salary 22% to $1.05M; shareholders approve say-on-pay and 1-year frequency

## Summary
- CEO Michael J. Gerdin's salary increased from $860,000 to $1,050,000, effective May 11, 2023.
- All 7 director nominees elected; Gerdin received 72.0M votes for, 1.6M withheld.
- Advisory vote on executive compensation approved (73.2M for, 0.4M against).
- Shareholders voted 70.3M in favor of annual say-on-pay votes; Board adopts 1-year frequency.
- Appointment of Grant Thornton as auditor ratified with 76.4M votes for.

## SEC filing metadata
- accession: 0000799233-23-000023
- form_type: 8-K
- ticker: HTLD
- cik: 0000799233
- company_name: HEARTLAND EXPRESS INC
- filed_at: 2023-05-16T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/799233/000079923323000023/0000799233-23-000023-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/799233/000079923323000023/htld-20230511.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000799233-23-000023
- JSON: https://secwatch.observer/filing/0000799233-23-000023.json
- Plain text: https://secwatch.observer/filing/0000799233-23-000023.txt

## Key facts
- Shareholder Votes
  HEARTLAND EXPRESS INC shareholders approved Non-binding advisory vote on the frequency of future executive compensation votes at the 2023-05-11 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: The voting tabulation on the non-binding advisory vote on the frequency of future executive compensation votes was as follows: 1 Year 2 Years 3 Years Abstain Broker Non-votes 70,328,005 8,661 3,211,879 20,210 2,896,589
  evidence_url: https://www.sec.gov/Archives/edgar/data/799233/000079923323000023/0000799233-23-000023-index.htm
- Shareholder Votes
  HEARTLAND EXPRESS INC shareholders approved Ratification of the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for 2023 at the 2023-05-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: The voting tabulation on the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2023 was as follows: For Against Abstain 76,359,016 76,210 30,118
  evidence_url: https://www.sec.gov/Archives/edgar/data/799233/000079923323000023/0000799233-23-000023-index.htm
- Shareholder Votes
  HEARTLAND EXPRESS INC shareholders approved Election of seven directors to serve until the 2024 Annual Meeting at the 2023-05-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: The voting tabulation on the election of directors was as follows: Nominee Votes For Votes Withheld Broker Non-votes Michael J. Gerdin 72,011,478 1,557,277 2,896,589 Dr. Benjamin J. Allen 69,546,672 4,022,083 2,896,589 James G. Pratt 71,268,660 2,300,095 2,896,589 Larry J. Gordon 64,656,085 8,912,670 2,896,589 Brenda S. Neville 50,875,404 22,693,351 2,896,589 Michael J. Sullivan 65,238,416 8,330,339 2,896,589 David P. Millis 72,122,969 1,445,786 2,896,589
  evidence_url: https://www.sec.gov/Archives/edgar/data/799233/000079923323000023/0000799233-23-000023-index.htm
- Shareholder Votes
  HEARTLAND EXPRESS INC shareholders approved Non-binding advisory vote on named executive officer compensation at the 2023-05-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: The voting tabulation on the non-binding advisory vote on named executive officer compensation was as follows: For Against Abstain Broker Non-votes 73,167,067 379,297 22,391 2,896,589
  evidence_url: https://www.sec.gov/Archives/edgar/data/799233/000079923323000023/0000799233-23-000023-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.