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):        May 25, 2022

graphic
US XPRESS ENTERPRISES INC
(Exact name of registrant as specified in its charter)

Nevada
001-38528
62-1378182
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

4080 Jenkins Road
    
Chattanooga, Tennessee
  
37421
(Address of Principal Executive Offices)
  
(Zip Code)

 
(423) 510-3000
  
 
(Registrant’s telephone number, including area code)
  

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:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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
Class A Common Stock, $0.01 par value
USX
The New York Stock Exchange

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 standard provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07
Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Annual Meeting”) of U.S. Xpress Enterprises, Inc., a Nevada corporation (the “Company”), was held on Wednesday, May 25, 2022. Three proposals were voted on at the Annual Meeting. The proposals are described in detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 14, 2022. The final results for the votes regarding each proposal are set forth below.

1.
The individuals listed below were elected to serve as directors of the Company until the next annual meeting of stockholders or until their successors are duly elected and qualified:

 
Nominee
 
For
 
Withheld
Broker
Non-Votes
Jon F. Beizer
 89,012,894
 8,806,376
 11,600,661
Edward "Ned" H. Braman
 87,765,536
 10,053,734
 11,600,661
Jennifer G. Buckner
 90,337,828
 7,481,442
 11,600,661
Michael L. Ducker
 89,010,925
 8,808,345
 11,600,661
Eric Fuller
 91,940,823
 5,878,447
 11,600,661
Max Fuller
 90,364,328
 7,454,942
 11,600,661
Dennis A. Nash
 89,447,495
 8,371,775
 11,600,661
John C. Rickel
 87,589,589
 10,229,681
 11,600,661

2.
The compensation of the Company’s named executive officers was approved, on an advisory and non-binding basis, as follows:

Votes For
Votes Against
Abstentions
Broker
Non-Votes
94,822,022
2,951,869
45,379
11,600,661

3.
The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, was ratified as follows:

Votes For
Votes Against
Abstentions
Broker
Non-Votes
109,261,486
108,074
50,371
—


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.

   
U.S. Xpress Enterprises, Inc.
   
(Registrant)
       
Date: May 31, 2022
By:
/s/ Eric A. Peterson
     
Eric A. Peterson
     
Chief Financial Officer and Treasurer