P.A.M. Transportation Services Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2024 Annual Meeting of Shareholders of P.A.M. Transportation Services, Inc. (the “Company”), held on October 31, 2024 (the “Annual Meeting”), the Company’s shareholders approved the P.A.M. Transportation Services, Inc. 2024 Equity Incentive Plan (the “Plan”). Under the Plan, the Company may grant future awards of stock options, restricted shares, stock appreciation rights, restricted stock units, performance shares, performance units and unrestricted shares to the Company’s employees, officers, directors, consultants or advisors. The Plan includes a reserve of 1,600,000 shares authorized for issuance under the plan, subject to adjustment in connection with changes in capitalization and reorganization and change in control events. A description of the material terms of the Plan is contained under the heading “Proposal Two – Approval of the Company’s 2024 Equity Incentive Plan” in the Company’s definitive proxy statement for the 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on September 20, 2024. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, nine directors were elected to serve as the Board of Directors until the next Annual Meeting of Shareholders, the P.A.M. Transportation Services, Inc. 2024 Equity Incentive Plan was approved, the redomestication of the Company to the state of Nevada by conversion was approved, the increase in authorized shares of the Company’s common stock was approved and the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the calendar year 2024 was ratified by the Company’s shareholders. Final vote tabulations are indicated below:
| (1) | Election of nine director nominees to serve until the date of the next Annual Meeting of Shareholders: |
| Votes For | Votes Withheld | Broker Non-Votes | |||
| Michael D. Bishop | 19,850,666 | 656,637 | 697,702 | ||
| Frederick P. Calderone | 17,470,406 | 3,036,897 | 697,702 | ||
| W. Scott Davis | 19,655,166 | 852,137 | 697,702 | ||
| Edwin J. Lukas | 17,500,890 | 3,006,413 | 697,702 | ||
| Franklin H. McLarty | 19,850,243 | 657,060 | 697,702 | ||
| H. Pete Montaño | 19,837,363 | 669,940 | 697,702 | ||
| Matthew J. Moroun | 17,447,827 | 3,059,476 | 697,702 | ||
| Matthew T. Moroun | 16,805,774 | 3,701,529 | 697,702 | ||
| Joseph A. Vitiritto | 16,919,579 | 3,587,724 | 697,702 |
| (2) | Proposal to approve the P.A.M. Transportation Services, Inc. 2024 Equity Incentive Plan: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 20,349,766 | 156,503 | 1,034 | 697,702 | |||
| (3) | Proposal to approve the redomestication of the Company to the State of Nevada by Conversion: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 16,603,272 | 3,903,227 | 804 | 697,702 | |||
| (4) | Proposal to approve the increase in authorized shares of the Company’s common stock: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 17,048,501 | 3,457,832 | 970 | 697,702 | |||
| (5) | Proposal to ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for 2024: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 21,091,428 | 113,458 | 119 | 0 | |||
No additional business or other matters came before the meeting or any adjournment thereof.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
10.1 |
P.A.M. Transportation Services, Inc. 2024 Equity Incentive Plan | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| P.A.M. TRANSPORTATION SERVICES, INC. | ||
| (Registrant) | ||
| Date: November 5, 2024 | By: | /s/ Lance K. Stewart |
|
Lance K. Stewart Vice President of Finance, Chief Financial Officer, and Treasurer |
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