Heartland Express 8K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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):

May 9, 2024

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HEARTLAND EXPRESS, INC.

(Exact name of registrant as specified in its charter)


Nevada	000-15087	93-0926999
(State of other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)


901 HEARTLAND WAY, NORTH LIBERTY, IA			52317
(Address of Principal Executive Offices)			(Zip Code)


(319) 645-7060
Registrant's Telephone Number (including area code):

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, $0.01 par value	HTLD	NASDAQ

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

On May 9, 2024, the Annual Meeting of Stockholders of Heartland Express, Inc. (the "Company") was held, at which meeting seven (7) directors were elected to serve as the Board of Directors until the 2025 Annual Meeting of Stockholders, the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for 2024 was ratified, and compensation of named executive officers of the Company was approved in an advisory and non-binding vote.

The voting tabulation on the election of directors was as follows:


Nominee	Votes For	Votes Withheld	Broker Non-votes
Michael J. Gerdin	73,279,401	1,332,313	2,017,913
Dr. Benjamin J. Allen	73,706,901	904,813	2,017,913
James G. Pratt	73,707,104	904,610	2,017,913
Brenda S. Neville	61,158,893	13,452,821	2,017,913
Michael J. Sullivan	72,560,319	2,051,395	2,017,913
David P. Millis	73,402,037	1,209,677	2,017,913
Dr. Brenda M. Lantz	74,022,546	589,168	2,017,913

The voting tabulation on the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2024 was as follows:


For	Against	Abstain
76,356,722	251,869	21,036

The voting tabulation on the non-binding advisory vote on named executive officer compensation was as follows:


For	Against	Abstain	Broker Non-votes
66,884,218	7,702,497	24,999	2,017,913

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.

HEARTLAND EXPRESS, INC.

Date:

May 14, 2024

By: /s/ Christopher A. Strain

Christopher A. Strain

Vice President - Finance,

Treasurer and Chief Financial Officer

Heartland Express (HTLD) 8-KSubmission of Matters to a Vote of Security Holders