Yellow Corporation filed SEC Form 8-K: Leadership Update
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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. |
On September 5, 2023, the Board of Directors (the “Board”) of Yellow Corporation (the “Company”) increased the Board size from nine (9) to eleven (11) directors and elected Mary Nell Browning and Thomas Knott to fill the Board vacancies as independent directors.
The Company’s largest shareholder and participant in its debtor-in-possession financing, MFN Partners, LP, requested that the Board add two directors with significant prior experience in restructuring transactions to maximize the value of the Company for stakeholders, and specifically recommended Ms. Browning and Mr. Knott who possess said experience.
Ms. Browning and Mr. Knott each meet the independence requirements under the Company’s independence standards and there are no transactions between the Company and Ms. Browning or Mr. Knott that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Browning and Mr. Knott will each receive the same cash compensation for their annual retainer as the other non-employee directors serving on the Board pursuant to the Company’s Fifth Amended and Restated Director Compensation Plan (the “Plan”), as amended, which has been filed as Exhibit 10.10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and incorporated herein in this Item 5.02 by reference. Ms. Browning and Mr. Knott will also receive quarterly cash compensation of $25,000 in lieu of the $100,000 annual equity award under the Plan.
Ms. Browning and Mr. Knott will each enter into the Company’s standard form of Indemnification Agreement with the Company for directors and officers, the form of which was previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on March 15, 2007, and incorporated in this Item 5.02 by reference.
SIGNATURE
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.
| YELLOW CORPORATION | ||
| By: | /s/ Leah K. Dawson | |
| Leah K. Dawson | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: September 11, 2023