Saia, Inc. (SAIA) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Saia, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Rick O'Dell, Chairman of Saia. Mr. O'Dell, the floor is yours.

Good morning. I'm Rick O'Dell, Chairman of Saia. I would like to welcome you to Saia's 2021 Annual Meeting of Stockholders. Thank you for joining us today. As a result of the continued concerns related to the COVID-19 pandemic, we're holding our meeting on a virtual basis. I'll begin with a few introductions of persons on the line with me: Frederick Holzgrefe III. Fritz is our President and Chief Executive Officer. Fritz is also a member of the Board of Directors. Doug Col. Doug is Executive Vice President, Chief Financial Officer and Secretary of Saia. Doug will act as secretary of today's meeting. Stephanie Maschmeier. Stephanie is Vice President and Chief Accounting Officer and Assistant Secretary of Saia. Ryan Godbey and Eric Hauff of KPMG LLP, the company's outside auditors. Rob Barnes. Rob is a partner with the law firm of Bryan Cave Leighton Paisner LLP, and he serves as Saia's General Counsel. Stockholder meeting agenda and rules are available on the virtual meeting website. The meeting will be conducted in accordance with those rules. If any stockholder wishes to ask a question of the company, please submit your question through the message feature on the virtual meeting website. Questions will be answered at the end of the meeting. We'll be issuing our first quarter earnings release tomorrow morning. As a result, we will not be able to take any questions regarding our operations or results. I now call the meeting to order. First, we'll hear the secretary's report from Doug.

Thank you, Rick. Notice of the meeting and proxy materials were mailed out to all stockholders on or about March 22, 2021. A list of stockholders is available for inspection by any stockholder through the link on the virtual meeting website. Our tabulator, Computershare Investor Services, advised us that more than 96% of the outstanding shares of the company are represented at this meeting in person or by proxy. Notice has been given to the stockholders in accordance with the bylaws, and there is a quorum present. So this meeting is duly called and is ready for the transaction of business. Computershare has provided services as our tabulator of the election. I have been appointed the inspector of the election and filed an oath to act as such. Polls for the election are now open. If a stockholder did not submit a proxy and wishes to cast a vote now, he or she will need to submit his or her vote through the voting feature on the virtual meeting website. In addition, if you hold your shares through a bank, broker or other nominee, you will also need to submit a legal proxy from your bank, broker or nominee through the voting feature. Immediately following the presentation of the proposals for stockholder vote, the polls will close. Results of the election will be announced at the end of this meeting. I will now turn the meeting back to Rick.

Thank you, Doug. At this time, I'd like to introduce the Saia directors, all of whom are attending this meeting. Please refer to our proxy statement for a full description of each director's background. Fritz Holzgrefe. Fritz, introduced earlier, has been the President and CEO since April of 2020 and joined the Board in 2019. Di-Ann Eisnor. Diane has been a Director since 2017 and is a member of the Compensation Committee. Donna Epps. Donna has been a Director since 2019 and serves on the Nominating and Governance Committee. Donna also serves on the Audit Committee and qualifies as an audit committee financial expert. John Gainor. John has been a Director since 2016. John serves on the Audit Committee and chairs the Nominating and Governance Committee. John qualifies as an audit committee financial expert. Randy Melville. Randy has been a director since 2015. Randy serves on the Nominating and Governance Committee and chairs the Compensation Committee. Randy is also the Lead Independent Director. Jeff Ward was elected a Director in 2006 and serves on the company's Compensation and Nominating and Governance committees. And finally, Susan Ward. Susan has been a director since 2019 and chairs the Audit Committee. Susan qualifies as an audit committee financial expert. The next order of business is stockholder consideration of the proposals detailed in the proxy statement. The first item for stockholder approval is election of Class I directors. The Board of Directors has nominated Di-Ann Eisnor, Jeffrey C. Ward and Susan F. Ward for election as Class I Directors for 3-year terms expiring at the Annual Meeting of Stockholders to be held in 2024. I now place these names before the meeting. As no written notice of other nominations was received, as provided by the company's bylaws, I declare the nominations for directors closed. The second item is proposal to approve on an advisory basis the compensation of Saia's named executive officers. That matter is now before the meeting. The third item is an amendment to Saia's amendment and restated certificate of incorporation to declassify the Board of Directors. That matter is now before the meeting. The last item before the stockholders is ratification of the appointment of KPMG as Saia's independent registered public accounting firm for 2021. That matter is now before the meeting. The polls are closed, and the inspector will count the votes. The final duty for this Annual Meeting of Stockholders is to complete the business as stated. The final vote totals on items properly before this meeting will be released via an 8-K filing after the inspector verifies and tabulates all proxies. From the votes on each item already verified and tabulated, it can be determined that the nominees for Class I director have been elected, compensation of Saia's named executive officers has been approved on an advisory basis, the amendment to the certificate of incorporation to remove the classified Board structure has been approved and the appointment of KPMG LLP as Saia's independent registered public accounting firm for fiscal year 2021 has been ratified. Formal business of the annual meeting of the stockholders of Saia is concluded. I'll now ask Saia's President and CEO, Fritz Holzgrefe, to conduct a question-and-answer session.

Thank you, Rick. With no questions, I will now turn the meeting back to Rick.

Thank you for your continued interest in Saia and for attending our Annual Meeting. The Annual Meeting of the Stockholders of Saia is now adjourned.

Everyone, this concludes the meeting. You may now disconnect, and have a pleasant day.