8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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) March 2, 2022

SAIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-49983	48-1229851
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11465 Johns Creek Parkway, Suite 400 Johns Creek, GA	30097
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (770) 232-5067

No Changes.

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 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, par value $.001 per share	SAIA	The Nasdaq Global Select Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Anthony Norwood, 55, has been appointed as Executive Vice President and Chief Human Resources Officer of the Company effective March 2, 2022.

Prior to Mr. Norwood’s employment with the Company, Mr. Norwood was employed from April 2020 to March 2022 by Trane Technologies, where he served as Vice President, Human Resources - Corporate. Mr. Norwood has also served in various HR executive roles from 2008 to 2020 at Ingersoll Rand, including as Vice President, Human Resources. Mr. Norwood previously held positions of increasing responsibility at Coca-Cola Bottling Co. Consolidated, Merck & Co, Inc. and the New Ventures Group of Lucent Technologies. He began his HR career with Amoco Corporation.

There is no arrangement or understanding between Mr. Norwood and any other person pursuant to which he is being appointed as Executive Vice President and Chief Human Resources Officer.  There are no family relationships between Mr. Norwood and any director or executive officer of the Company and there are no relationships or related transactions between Mr. Norwood and the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Norwood’s appointment as Executive Vice President and Chief Human Resources Officer, Mr. Norwood will be eligible to receive compensation on the following terms:

• an annual base salary of $365,000;

• participation in the Company’s annual incentive plan, with the current target bonus set at 50 percent of Mr. Norwood’s base salary;

• participation in the Company’s long-term equity incentive plan with a target award of 70 percent of Mr. Norwood’s base salary comprised of the same mix of awards as executive officers of the Company (currently 50 percent of the long-term incentive opportunity awarded as performance stock units, 25 percent awarded as restricted stock and 25 percent awarded as stock options); and

• participation in the employee benefit programs generally made available to the Company’s executives.

Item 9.01	Financial Statements and Exhibits
99.1	Press release of Saia, Inc. dated March 2, 2022
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

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.

	SAIA, INC.
Date:    March 8, 2022	/s/ Kelly W. Benton Kelly W. Benton Vice President and Corporate Controller (Principal Accounting Officer)

EX-99.1

Exhibit 99.1

Norwood Named Saia’s Executive Vice President and Chief Human Resources Officer

JOHNS CREEK, Ga. – March 2, 2022 – Saia, Inc. (NASDAQ: SAIA), a leading transportation provider offering national less-than-truckload (LTL), non-asset truckload, expedited and logistics services, announced that Anthony Norwood has been named the Executive Vice President and Chief Human Resources Officer effective today. In this position, he will lead all aspects of human resources (HR) including the development of our human capital strategy.

Norwood joins the company from Trane Technologies, where he held the role of Vice President, Human Resources – Corporate. Prior to this, he served in various HR executive roles at Ingersoll Rand. Norwood previously held positions of increasing responsibility at Coca-Cola Bottling Co. Consolidated, Merck & Co, Inc. and the New Ventures Group of Lucent Technologies. He began his HR career with Amoco Corporation.

“I am excited to add Tony to our team. In Saia’s 98-year history, our people have been our most important asset. Our ability to continue to build upon this long history will be critical as we develop Saia into an industry leading service provider.   Tony’s experience across industrial businesses and industries will be invaluable as we continue and develop our human capital management strategy,” said Saia, Inc. President and Chief Executive Officer Fritz Holzgrefe.

Norwood earned his bachelor’s degree in Industrial Labor Relations from Cornell University and his master’s in Global HR Leadership from Rutgers University.

# # #

About Saia Inc.

Saia Inc. (NASDAQ: SAIA) offers customers a wide range of less-than-truckload, non-asset truckload, expedited and logistics services. With headquarters in Johns Creek, Georgia, Saia LTL Freight operates 176 terminals across the country and employs 12,000 people. Saia LTL Freight has been recognized by the American Trucking Associations Safety Management Council for its outstanding safety record as well as by the Environmental Protection Agency’s SmartWay program for its efforts to reduce its environmental impact. For more information on Saia Inc., visit saia.com.

For more information, contact:

Jeannie S. Jump

Saia Corporate Public Relations

Phone: 770-232-4069 • E-mail jjump@saia.com

XML

Document and Entity Information	Mar. 02, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 02, 2022
Entity Registrant Name	SAIA, INC.
Entity Central Index Key	0001177702
Entity Emerging Growth Company	false
Entity File Number	0-49983
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	48-1229851
Entity Address, Address Line One	11465 Johns Creek Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Johns Creek
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30097
City Area Code	770
Local Phone Number	232-5067
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, par value $.001 per share
Trading Symbol	SAIA
Name of each exchange on which registered	NASDAQ