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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): April 27, 2023
 
 
PAM TRANSPORTATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
0-15057
  
71-0633135
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
 
297 West Henri De Tonti, Tontitown, Arkansas 72770
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (479) 361-9111
 
 
N/A
  
 
(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:
 
☐
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 13c-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, $.01 par value
PTSI
NASDAQ Global 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 5.07         Submission of Matters to a Vote of Security Holders.
 
On April 27, 2023, the Annual Meeting of Stockholders of P.A.M. Transportation Services, Inc. (the “Company”) was held, at which meeting nine directors were elected to serve as the Board of Directors until the next Annual Meeting of Stockholders, the compensation of the named executive officers of the Company for 2022 was approved, the frequency of every three years was the stockholders’ preference for future advisory votes on the compensation of the Company’s named executive officers, and the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the calendar year 2023 was ratified by the Company’s stockholders. Final vote tabulations are indicated below:
 
 
(1)
Election of nine director nominees to serve until the date of the next Annual Meeting of Stockholders:
 
 
Votes For
  
Votes Withheld
  
Broker Non-Votes
Michael D. Bishop
19,021,769
  
748,964
  
1,806,522
Frederick P. Calderone
16,553,098
  
3,217,635
  
1,806,522
W. Scott Davis
18,821,749
  
948,984
  
1,806,522
Edwin J. Lukas
16,606,385
  
3,164,348
  
1,806,522
Franklin H. McLarty
19,019,364
  
751,369
  
1,806,522
H. Pete Montaño
19,022,168
  
748,565
  
1,806,522
Matthew J. Moroun
16,457,595
  
3,313,138
  
1,806,522
Matthew T. Moroun
15,955,955
  
3,814,778
  
1,806,522
Joseph A. Vitiritto
16,472,736
  
3,297,997
  
1,806,522
           
 
(2)
Proposal to approve, on a non-binding advisory vote basis, named executive officer compensation for 2022:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
19,558,216
  
132,272
  
80,245
  
1,806,522
 
 
(3)
Proposal to approve, on a non-binding advisory vote basis, the frequency of future advisory votes on named executive officer compensation.
 
Votes For 1 Year
Votes for 2 Years
Votes for 3 Years
Abstain
Broker Non-Votes
2,753,182
10,797
16,927,406
79,348
1,806,522
 
Based on the results of this advisory vote, which was consistent with the Company’s Board of Directors recommendation, the Company will include an advisory stockholder vote on executive compensation in its proxy materials every three years. Accordingly, the next advisory (non-binding) stockholder vote on executive compensation will be held at the Company’s 2026 Annual Meeting of Stockholders. The next required advisory (non-binding) stockholder vote regarding the frequency of future advisory votes on named executive officer compensation will be held in six years at the Company’s 2029 Annual Meeting of Stockholders.
 
 
(4)
Proposal to ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for 2023:
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
21,499,803
  
77,113
  
339
  
0
 
No additional business or other matters came before the meeting or any adjournment thereof.
 
 
 
 
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: May 1, 2023
By:  
/s/ Lance K. Stewart
   
Lance K. Stewart
Vice President-Finance, Chief Financial Officer, and Treasurer