What changed in this filing

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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-23 · 97 added, 83 removed, 172 unchanged (51% of the section changed)

1 unchanged sentence

Annual Controls Evaluation and Related CEO and CFO Certifications

As of the end of the period covered by this Annual Report on Form 10-K, the Company conducted an evaluation of the effectiveness of the design and operation of its “disclosure controls and procedures”

(Disclosure Controls).

The Disclosure Controls evaluation was performed under the supervision and with the participation of management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

Based upon the controls evaluation, the Company’s CEO and CFO have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, the Company’s Disclosure Controls are effective to ensure that information the Company is required to disclose in reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

During the fourth quarter of 2022 covered by this Form 10-K, there were no changes in internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fourth quarter of 2023 covered by this Form 10-K, there were no changes in internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Attached as Exhibits 31.1 and 31.2 to this Annual Report are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act.

1 unchanged sentence

Definition of Disclosure Controls

Disclosure Controls are controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported timely.

Disclosure Controls are also designed to ensure that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

The Company’s Disclosure Controls include components of its internal control over financial reporting which consists of control processes designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements in accordance with U.S.

generally accepted accounting principles.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that its Disclosure Controls or its internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

The Company’s management, including the CEO and CFO, does not expect that its Disclosure Controls or its internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

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Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management’s Report on Internal Control Over Financial Reporting

The management of Saia, Inc.

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Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

In making this assessment, the Company’s management used the criteria established in Internal Control —

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Company’s assessment included a review of the documentation of controls, evaluation of the design effectiveness of controls and testing of the effectiveness of controls.

Based on this assessment, management has concluded that as of December 31, 2022, the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s independent registered public accounting firm, KPMG LLP, has issued an audit report on the Company’s internal control over financial reporting as of December 31, 2022, which report appears on page 45 of this Form 10-K.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

In making this assessment, the Company’s management used the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Company’s assessment included a review of the documentation of controls, evaluation of the design effectiveness of controls and testing of the effectiveness of controls.

Based on this assessment, management has concluded that as of December 31, 2023, the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s independent registered public accounting firm, KPMG LLP, has issued an audit report on the Company’s internal control over financial reporting as of December 31, 2023, which report appears on page 47 of this Form 10-K.

President and Chief Executive Officer

1 unchanged sentence

Othe r Information

During the quarter ended December 31, 2023 , no director or officer of the Company 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Information required by this Item 10 will be presented in the Company’s definitive proxy statement for its annual meeting of stockholders, which will be held on April 27, 2023, and is incorporated herein by reference.

Certain information regarding executive officers of Saia is included above in Part I of this Form 10-K under the caption “Information about our Executive Officers”.

Information required by this Item 10 will be presented in the Company’s definitive proxy statement for its annual meeting of stockholders, which will be held on April 25, 2024, and is incorporated herein by reference.

Certain information regarding executive officers of Saia is included above in Part I of this Form 10-K under the caption “Information about our Executive Officers”.

The Company has adopted a Code of Business Conduct and Ethics that applies to its principal executive officer, principal financial officer, and principal accounting officer or controller.

The Company’s Code of Business Conduct and Ethics, as well as its Corporate Governance Guidelines and the charters of its Audit, Compensation and Human Capital, and Nominating and Governance Committees, are available on the Company’s website, www.saia.com/about-us/investor-relations/governance.

The Company intends to disclose any amendments to, or waivers from, its Code of Business Conduct and Ethics that apply to the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller on the Company’s website, www.saia.com/about-us/investor-relations/governance, under the “Governance” caption, promptly following the date of any such amendment or waiver.

Executi ve Compensation

Information regarding executive compensation will be presented in the Company’s definitive proxy statement for its annual meeting of stockholders, which will be held on April 27, 2023, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters

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(1) See Note 8 to the audited consolidated financial statements for a description of the equity compensation plans for securities remaining available for future issuance.

Information regarding security ownership of certain beneficial owners and management and related stockholder matters will be presented in the Company’s definitive proxy statement for its annual meeting of stockholders, which will be held on April 27, 2023, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships, related party transactions and director independence will be presented in the Company’s definitive proxy statement for its annual meeting of stockholders, which will be held on April 27, 2023, and is incorporated herein by reference.

Principal Accountant Fees and Services

Information regarding accounting fees and services will be presented in the Company’s definitive proxy statement for its annual meeting of stockholders, which will be held on April 27, 2023, and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Financial Statements

The consolidated financial statements required by this item are included in Part II, Item 8, “Financial Statements and Supplementary Data”

The consolidated financial statements required by this item are included in Part II, Item 8, “Financial Statements and Supplementary Data” herein.

Financial Statement Schedules

The Schedule II —

Valuation and Qualifying Accounts information is included in Note 11 to the consolidated financial statements contained herein.

The Schedule II — Valuation and Qualifying Accounts information is included in Note 11 to the consolidated financial statements contained herein.

All other financial statement schedules have been omitted because they are not applicable.

Description of Exhibit

Restated Certificate of Incorporation of Saia, Inc., as amended (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No.

Asset Purchase Agreement dated December 5, 2023 by and among Saia, Inc., Saia Motor Freight Line, LLC, Yellow Corporation, New Penn Motor Express LLC, USF Holland LLC, USF Reddaway Inc., YRC Inc.

and YRC Freight Canada Company (incorporated by reference to Exhibit 2.1 of Saia, Inc’s Form 8-K (File No.

0-49983) filed on December 11, 2023).

Restated Certificate of Incorporation of Saia, Inc., as amended (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on July 26, 2006).

Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc.

(incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on July 2, 2021).

Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc.

(incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on June 9, 2022).

Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc.

(incorporated herein by reference to Exhibit 3.2 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on June 9, 2022).

Amended and Restated By-laws of Saia, Inc., as amended (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on July 29, 2008).

Certificate of Elimination filed with the Delaware Secretary of State on December 16, 2010 (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File 0-49983) filed on December 20, 2010) .

Description of Securities of the Registrant .

Sixth Amended and Restated Credit Agreement, dated as of February 5, 2019, by and among Saia, Inc., BOKF, NA dba Bank of Oklahoma, N.A., as Administrative Agent and Collateral Agent, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No.

Description of Securities of the Registrant (incorporated herein by reference to Exhibit 4.1 of Saia, Inc’s Form 10-K (File 0-49983) for the year ended December 31, 2022).

Master Shelf Agreement, dated as of November 9, 2023, between Saia, Inc., The Prudential Insurance Company of America and other Noteholders named therein (incorporated by reference to Exhibit 4.1 of Saia, Inc’s Form 8-K (File No.

0-49983) filed on November 15, 2023) .

0-49983) filed on February 11, 2019).

3 unchanged sentences

0-49983) filed on February 6, 2023).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Saia, Inc.’s Form 8-K (File No.

Amendment No.

1 to Credit Agreement, dated as of October 31, 2023, by and among Saia, Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein (incorporation herein by reference to Exhibit 10.1 of Saia, Inc’s Form 8-K (File No.

0-49983) filed on November 6, 2023).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on December 13, 2006).*

SCS Transportation, Inc.

Directors’

Deferred Fee Plan as adopted December 11, 2003 (incorporated herein by reference to Exhibit 10.15 of Saia, Inc.’s Form 10-K (File No.

Directors’ Deferred Fee Plan as adopted December 11, 2003 (incorporated herein by reference to Exhibit 10.15 of Saia, Inc.’s Form 10-K (File No.

0-49983) for the year ended December 31, 2003).*

Form of Executive Severance Agreement used prior to 2009 (incorporated herein by reference to Exhibit 10.9 of Saia, Inc.’s Form 10-K (File No.

Description of Exhibit

Form of Executive Severance Agreement used prior to 2009 (incorporated herein by reference to Exhibit 10.9 of Saia, Inc.’s Form 10-K (File No.

0-49983) for the year ended December 31, 2002).*

Form of Executive Severance Agreement (incorporated by reference to Exhibit 10.5.2 of Saia, Inc.’s Form 10-K (File No.

0-49983) for the year ended December 31, 2020).*

1 unchanged sentence

Holzgrefe, III and Saia, Inc.

dated March 5, 2020 (incorporated herein by reference to Exhibit 10.4 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on March 6, 2020).*

Form of Severance Agreement (incorporated herein by reference to Exhibit 10.4 of Saia’s Form 8-K (File No.

0-49983) filed on February 9, 2015).*

1 unchanged sentence

and Frederick J.

Holzgrefe, III dated March 5, 2020 (incorporated herein by reference to Exhibit 10.3 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on March 6, 2020).*

1 unchanged sentence

and Richard D.

O’Dell dated as of October 24, 2006 (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on October 30, 2006).*

Description of Exhibit

Amendment to Employment Agreement dated as of October 23, 2008 between Saia, Inc.

and Richard D.

O’Dell (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on October 29, 2008).*

1 unchanged sentence

and Richard D.

O’Dell (incorporated herein by reference to Exhibit 10.1 of Saia’s Form 8-K (File No.

0-49983) filed on April 7, 2009).*

Termination of Employment Agreement between Richard D.

O’Dell and Saia, Inc.

dated March 5, 2020 (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No.

O’Dell and Saia, Inc.

dated March 5, 2020 (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on March 6, 2020.*

1 unchanged sentence

and Richard D.

O’Dell dated as of October 24, 2006 (incorporated herein by reference to Exhibit 10.3 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on October 30, 2006).*

1 unchanged sentence

and Richard D.

O’Dell (incorporated herein by reference to Exhibit 10.4 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on October 29, 2008).*

Termination of Executive Severance Agreement between Richard D.

O’Dell and Saia, Inc.

dated March 5, 2020 (incorporated herein by reference to Exhibit 10.2 of Saia, Inc.’s Form 8-K (File No.

O’Dell and Saia, Inc.

dated March 5, 2020 (incorporated herein by reference to Exhibit 10.2 of Saia, Inc.’s Form 8-K (File No.

0-49983) filed on March 6, 2020).*

First Amended and Restated Saia, Inc.

2011 Omnibus Incentive Plan (incorporated herein by reference to Exhibit A of Saia’s Definitive Proxy Statement (File No.

0-49983) filed on March 22, 2013).*

2 unchanged sentences

Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.

2011 Omnibus Incentive Plan for Options Awarded in 2011, 2012, 2013 and 2014 (incorporated herein by reference to Exhibit 10.1 of Saia’s Form 8-K (File No.

0-49983) filed on May 6, 2011).*

Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.

2011 Omnibus Incentive Plan for Options awarded in 2015, 2016, 2017 and 2018 (incorporated herein by reference to Exhibit 10.1 of Saia’s Form 8-K (File No.

0-49983) filed on February 9, 2015).*

Description of Exhibit

Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.

2011 Omnibus Incentive Plan for Options Awarded to Richard D.

O’Dell in 2015, 2016, 2017 and 2018 (incorporated herein by reference to the executed agreement originally filed as Exhibit 10.2 of Saia’s Form 8-K (File No.

0-49983) filed on February 9, 2015).*

1 unchanged sentence

2011 Omnibus Incentive Plan for Options Awarded to Frederick J.

Holzgrefe, III in 2015, 2016, 2017 and 2018 (incorporated herein by reference to the executed agreement originally filed as Exhibit 10.3 of Saia’s Form 8-K (File No.

0-49983) filed on February 9, 2015).*

2018 Omnibus Incentive Plan (incorporated by reference to Annex A of Saia’s Definitive Proxy Statement (File No.

0-49983) filed on March 20, 2018).*

Form of Performance Unit Award Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.23 of Saia's Form 10-K (File No.

2018 Omnibus Incentive Plan for Performance Units Awarded in 2019, 2020, 2021, 2022 and 2023 (incorporated herein by reference to Exhibit 10.23 of Saia's Form 10-K (File No.

0-49983) filed on February 25, 2019).*

Form of Performance Unit Award Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Performance Units Awarded in 2024.*

Form of Restricted Stock Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Restricted Stock Awarded in 2019, 2020, and 2021 (incorporated herein by reference to Exhibit 10.24 of Saia’s Form 10-K (File No.

0-49983) filed on February 25, 2019).*

Description of Exhibit

Form of Restricted Stock Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Restricted Stock Awarded in 2022 (incorporated herein by reference to Exhibit 10.16.2 of Saia’s Form 10-K (File No.0-49983) filed on February 23, 2022).*

Form of Restricted Stock Agreement under the Saia, Inc.

Amended and Restated Restricted Stock Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Restricted Stock Awarded to Frederick J.

Holzgrefe in 2023.*

Holzgrefe, III in 2023 (incorporated by reference to Exhibit 10.1 of Saia’s Form 10-Q (File No.

0-49983) for the quarter ended June 30, 2023).*

Form of Amended and Restated Restricted Stock Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Restricted Stock Awarded in 2023 (incorporated by reference to Exhibit 10.2 of Saia’s Form 10-Q (File No.

0-49983) for the quarter ended June 30, 2023).

Form of Restricted Stock Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Restricted Stock Awarded in 2024.*

Restricted Stock Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Restricted Stock Awarded to Frederick J.

Holzgrefe, III in 2024.*

Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Options Awarded in 2019 (incorporated herein by reference to Exhibit 10.25 of Saia’s Form 10-K (File No.

0-49983) filed on February 25, 2019).*

1 unchanged sentence

2018 Omnibus Incentive Plan for Options Awarded to Richard D.

O’Dell in 2019 (incorporated herein by reference to Exhibit 10.25 of Saia’s Form 10-K (File No.

0-49983) filed on February 25, 2020).*

1 unchanged sentence

2018 Omnibus Incentive Plan for Options Awarded to Frederick J.

Holzgrefe, III in 2019 (incorporated herein by reference to Exhibit 10.26 of Saia’s Form 10-K (File No.

0-49983) filed on February 25, 2020).*

Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Options Awarded in 2020 (incorporated herein by reference to Exhibit 10.24 of Saia’s Form 10-K (File No.

0-49983) filed on February 25, 2020).*

Description of Exhibit

Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Options Awarded to Richard D.

O’Dell in 2020 (incorporated herein by reference to Exhibit 10.25 of Saia’s Form 10-K (File No.

0-49983) filed on February 25, 2020).*

1 unchanged sentence

2018 Omnibus Incentive Plan for Options Awarded to Frederick J.

Holzgrefe, III in 2020 (incorporated herein by reference to Exhibit 10.26 of Saia’s Form 10-K (File No.

0-49983) filed on February 25, 2020).*

Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.

2018 Omnibus Incentive Plan for Options Awarded in 2021 (incorporated by reference to Exhibit 10.17.7 of Saia, Inc.’s Form 10-K (File No.

0-49983) filed February 24, 2021).*

1 unchanged sentence

2018 Omnibus Incentive Plan for Options Awarded to Frederick J.

Holzgrefe, III in 2021(incorporated by reference to Exhibit 10.17.8 of Saia, Inc.’s Form 10-K (File No.

0-49983) filed February 24, 2021).*

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of Saia’s Form 8-K (File No.

0-49983) filed on August 1, 2017) .

Subsidiaries of Registrant.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Description of Exhibit

The following financial information from Saia, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:

(i) Consolidated Balance Sheets as of December 31, 2022 and 2021, (ii) Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020, (iii) Consolidated Statements of Stockholders’

Equity for the years ended December 31, 2022, 2021 and 2020, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020, and (v) the Notes to the Consolidated Financial Statements.

XBRL Instance Document –

the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

The cover page from Saia’s Annual Report on Form 10-K for the year ended December 31, 2022 , formatted in Inline XBRL (included as Exhibit 101).

Clawback Policy

The following financial information from Saia, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:

(i) Consolidated Balance Sheets as of December 31, 2023 and 2022, (ii) Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, and (v) the Notes to the Consolidated Financial Statements.

XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

The cover page from Saia’s Annual Report on Form 10-K for the year ended December 31, 2023 , formatted in Inline XBRL (included as Exhibit 101).

* Management contract or compensatory plan or arrangement.

Certain portions of this exhibit have been redacted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

Form 10-K Summary

12 unchanged sentences

February 23, 2024

Vice President and Corporate Controller, Saia, Inc.

Vice President and Chief Accounting Officer, Saia,

February 23, 2024

1 unchanged sentence

/s/ Richard D.

O’Dell

Chairman, Saia, Inc.

February 23, 2024

O’Dell

/s/ Di-Ann Eisnor

12 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.

What changed 10-K

Item 9A. Controls and Procedures