--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-24-051352" form_type: "8-K" ticker: "SAIA" cik: "0001177702" company_name: "SAIA INC" filed_at: "2024-05-01T23:59:59+00:00" generated_at: "2026-06-03T02:11:59.404343+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Saia issues $100M senior notes at 6.09% due 2029; stockholders approve charter amendment limiting officer liability ## Summary - $100M aggregate principal of senior notes issued May 1, 2024 at 6.09% per annum, maturing May 1, 2029. - Stockholders elected all 10 director nominees with majority support; advisory say-on-pay approved with ~96% of votes cast. - Stockholders approved amendment to certificate of incorporation to limit liability of certain officers (23.0M for, 2.3M against). - Ratification of KPMG as independent auditor for FY2024 received ~97% support. ## SEC filing metadata - accession: 0000950170-24-051352 - form_type: 8-K - ticker: SAIA - cik: 0001177702 - company_name: SAIA INC - filed_at: 2024-05-01T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1177702/000095017024051352/0000950170-24-051352-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1177702/000095017024051352/saia-20240425.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-24-051352 - JSON: https://secwatch.observer/filing/0000950170-24-051352.json - Plain text: https://secwatch.observer/filing/0000950170-24-051352.txt ## Key facts - Governance Changes SAIA INC: Stockholders approved and the Company filed a Second Amended and Restated Certificate of Incorporation to limit liability of certain officers and make conforming and technical revisions (effective 2024-04-30). - Change: charter amendment - Effective: 2024-04-30 source text: On April 30, 2024, Saia filed the Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. evidence_url: https://www.sec.gov/Archives/edgar/data/1177702/000095017024051352/0000950170-24-051352-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 2024 at the 2024-04-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-25 source text: Proposal 4— Ratification of the Appointment of KPMG LLP as Saia’s Independent Registered Public Accounting Firm for Fiscal Year 2024. Our stockholders ratified the appointment of KPMG LLP to serve as Saia’s independent registered public accounting firm for the 2024 fiscal year. For Against Abstain Broker Non-Votes 25,152,282 588,752 14,959 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1177702/000095017024051352/0000950170-24-051352-index.htm - Shareholder Votes SAIA INC shareholders approved Advisory Vote to Approve Executive Compensation at the 2024-04-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-25 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. For Against Abstain Broker Non-Votes 24,509,323 839,220 16,935 390,515 evidence_url: https://www.sec.gov/Archives/edgar/data/1177702/000095017024051352/0000950170-24-051352-index.htm - Shareholder Votes SAIA INC shareholders approved Amend and Restate the Company’s Certificate of Incorporation to Limit the Liability of Certain Officers and Make Various Conforming and Technical Revisions at the 2024-04-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-25 source text: Proposal 3— Amend and Restate the Company’s Certificate of Incorporation to Limit the Liability of Certain Officers and Make Various Conforming and Technical Revisions. Our stockholders approved an amendment and restatement of Saia’s certificate of incorporation to limit the liability of certain officers and make various conforming and technical revisions. For Against Abstain Broker Non-Votes 23,011,267 2,337,881 16,330 390,515 evidence_url: https://www.sec.gov/Archives/edgar/data/1177702/000095017024051352/0000950170-24-051352-index.htm - Shareholder Votes SAIA INC shareholders approved Election of Directors at the 2024-04-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-25 source text: Proposal 1—Election of Directors. The Director Nominees listed below were elected to serve as directors to hold office until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified. Director Nominee For Against Abstain Broker Non-Votes Di-Ann Eisnor 25,243,815 106,686 14,977 390,515 Donna E. Epps 25,184,947 165,574 14,957 390,515 John P. Gainor 25,175,843 173,560 16,075 390,515 Kevin A. Henry 25,240,220 109,945 15,313 390,515 Frederick J. Holzgrefe, III 25,318,797 31,511 15,170 390,515 Donald R. James 25,240,468 109,681 15,329 390,515 Randolph W. Melville 25,112,096 238,069 15,313 390,515 Richard D. O’Dell 24,717,648 631,800 16,030 390,515 Jeffrey C. Ward 24,534,111 770,353 61,014 390,515 Susan F. Ward 25,237,709 evidence_url: https://www.sec.gov/Archives/edgar/data/1177702/000095017024051352/0000950170-24-051352-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.