SAIA INC 8-K

What Happened

• SAIA, Inc. (SAIA) filed an 8-K on May 5, 2026 reporting results from its 2026 Annual Meeting of Stockholders. Ten director nominees were elected to serve until the 2027 annual meeting. Shareholders also approved, on an advisory basis, the company’s executive compensation and ratified KPMG LLP as SAIA’s independent registered public accounting firm for fiscal 2026.

Key Details

• Director elections: all ten nominees were elected. Examples of vote totals: Frederick J. Holzgrefe, III — 25,285,259 For; Di-Ann Eisnor — 25,099,472 For; Richard D. O’Dell — 24,539,888 For (812,904 Against). Each director had 392,583 broker non-votes recorded.
• Advisory vote on executive compensation: 24,885,783 For, 457,626 Against, 21,003 Abstain, 392,583 Broker Non-Votes.
• Ratification of auditor (KPMG LLP): 24,903,949 For, 833,812 Against, 19,234 Abstain; there were 0 broker non-votes for this item.
• Filing signed by Kelly W. Benton, Vice President & Chief Accounting Officer, on May 5, 2026.

Why It Matters

• Governance outcomes: the re-election of the board sets SAIA’s leadership through the next annual meeting and signals overall shareholder support for the current board slate.
• Executive pay and auditor ratification: the advisory approval of executive compensation (non-binding) indicates shareholder endorsement of pay practices presented in the proxy, while ratifying KPMG ensures continuity of the company’s independent audit for fiscal 2026.
• Vote margins: the reported vote counts (including notable opposition levels on certain director and auditor votes) provide investors visibility into shareholder sentiment and potential governance issues to monitor.