Heartland Express Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
$HTLD
Trucking Freight/Courier Services
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, Mr. Michael J. Sullivan, a member of the Audit and Risk Committee of the Board of Directors (the “Board”) of Heartland Express, Inc. (the “Company”), passed away on September 14, 2024. Following Mr. Sullivan’s passing, the Company and the Board have been considering the appropriate composition of the Audit and Risk Committee.
On November 29, 2024, the Company received a notice (the “Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, as a result of Mr. Sullivan’s passing, the Company is no longer in compliance with Nasdaq Listing Rule 5605, which, in relevant part, requires the Audit and Risk Committee to consist of at least three members, each of whom must be an independent director under the Nasdaq Listing Rules and meet the heightened independence standards for audit committee members under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended.
The Notice has no immediate effect on the Company’s Nasdaq listing and its common stock will continue to be listed under the symbol “HTLD.”
In accordance with Nasdaq Listing Rule 5605(c)(4) and as provided by the Notice, the Company is automatically entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605. The Company intends to rely on such cure period and regain compliance with the Nasdaq Listing Rule 5605 prior to the expiration of such cure period.
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: | December 4, 2024 | By: /s/ Christopher A. Strain | ||||||||||||
| Christopher A. Strain | ||||||||||||||
| Vice President - Finance, | ||||||||||||||
| Treasurer and Chief Financial Officer | ||||||||||||||