---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-015892"
form_type: "8-K"
ticker: "SAIA"
cik: "0001177702"
company_name: "SAIA INC"
filed_at: "2023-04-28T23:59:59+00:00"
generated_at: "2026-06-16T06:14:28.209404+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Saia stockholders elect seven directors, approve executive compensation, ratify KPMG

## Summary
- All seven Class I director nominees elected with over 24.6M votes each; broker non-votes 436,624.
- Advisory vote on executive compensation passed with 24.3M for, 1.0M against.
- Stockholders voted for annual say-on-pay frequency (25.1M for 1-year); company will hold annual vote.
- Ratification of KPMG as independent auditor for FY2023 approved with 25.3M in favor.

## SEC filing metadata
- accession: 0000950170-23-015892
- form_type: 8-K
- ticker: SAIA
- cik: 0001177702
- company_name: SAIA INC
- filed_at: 2023-04-28T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1177702/000095017023015892/0000950170-23-015892-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1177702/000095017023015892/saia-20230427.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-015892
- JSON: https://secwatch.observer/filing/0000950170-23-015892.json
- Plain text: https://secwatch.observer/filing/0000950170-23-015892.txt

## Key facts
- Shareholder Votes
  SAIA INC shareholders approved Election of Directors at the 2023-04-27 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Proposal 1—Election of Directors The Director Nominees listed below were elected to serve as Class I directors to hold office until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1177702/000095017023015892/0000950170-23-015892-index.htm
- Shareholder Votes
  SAIA INC shareholders approved Advisory Vote to Approve Executive Compensation at the 2023-04-27 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1177702/000095017023015892/0000950170-23-015892-index.htm
- Shareholder Votes
  SAIA INC shareholders approved Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2023 at the 2023-04-27 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Proposal 4— Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2023 Our stockholders ratified the appointment of KPMG LLP to serve as Saia’s independent registered public accounting firm for the 2023 fiscal year.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1177702/000095017023015892/0000950170-23-015892-index.htm
- Shareholder Votes
  SAIA INC shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation at the 2023-04-27 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Proposal 3— Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation Our stockholders voted, on an advisory basis, to approve the compensation of the Named Executive Officers disclosed in the Proxy Statement annually.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1177702/000095017023015892/0000950170-23-015892-index.htm

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