Other Information.
−Removed: During the three months ended March 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.
+Added: Rule 10b5 - 1 Trading Arrangements
+Added: During the three months ended June 30, 2024, none of our directors or officers adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.
+Added: 2024 Annual Meeting
+Added: The Company has set Thursday, October 31, 2024 as the revised date of the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”).
+Added: Shareholders of record on September 5, 2024 will be entitled to receive notice of and to vote at the 2024 annual meeting or any adjournment thereof.
+Added: The time and location of the 2024 Annual Meeting will be specified in the Company’s definitive proxy statement for the 2024 Annual Meeting.
+Added: Because the meeting date for the 2024 Annual Meeting has changed by more than 30 days from the anniversary date of the Company’s 2023 annual meeting of shareholders, prior deadlines regarding the submission of shareholder proposals in connection with the 2024 Annual Meeting are no longer applicable.
+Added: In accordance with Rule 14a - 5 (f) under the Exchange Act, the Company is providing shareholders with new information with respect to the submission of proposals intended to be included in the Company’s proxy materials under Rule 14a - 8 promulgated under the Exchange Act (“Rule 14a - 8” ).
+Added: Pursuant to Rule 14a - 8, the deadline for receipt of shareholder proposals intended to be included in the Company’s proxy materials must be a reasonable time before the Company begins to print and send such proxy materials.
+Added: Such proposals must be received by the Company’s Secretary at the Company’s principal executive office, Post Office Box 188, Tontitown, Arkansas 72770, on or before the close of business on August 16, 2024, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials.
+Added: Proposals must comply with the requirements of Rule 14a - 8 and the interpretations thereof and may be omitted from the proxy materials if not in compliance with applicable requirements.
+Added: Pursuant to our bylaws, if a shareholder intends to present certain matters, including nominations for the election of directors, at the 2024 Annual Meeting, the notice must be delivered to our principal executive offices and received by August 16, 2024.
+Added: In addition to complying with this deadline, shareholder nominations or proposals intended to be considered for inclusion in the Company’s proxy materials for the 2024 Annual Meeting must also comply with our bylaws, all applicable rules and regulations promulgated by the SEC under the Exchange Act, including the additional requirements of Rule 14a - 19 (b) under the Exchange Act, and Delaware law, as applicable.
Exhibit Number
4 unchanged sentences
Second Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed on February 22, 2024)
−Removed: 2024 Equity Incentive Plan (incorporated by reference to Exhibit (d)(2) to the Company’s Tender Offer Statement on Schedule TO filed on April 24, 2024)
Rule 13a-14(a) Certification of Principal Executive Officer
11 unchanged sentences
TRANSPORTATION SERVICES, INC.
+Added: August 6, 2024
/s/ Joseph A.
1 unchanged sentence
(principal executive officer)
+Added: August 6, 2024
Vice President-Finance, Chief Financial
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.