Heartland Express (HTLD) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, with voting on director elections, auditor ratification, executive compensation, and amendments to the 2021 Restricted Stock Award Plan.

• Proxy materials are distributed via Notice and Access to reduce costs and environmental impact.

• Record date for voting is March 16, 2026, with 77,462,272 shares outstanding and entitled to vote.

• Voting can be done in person, by mail, phone, or internet, with each share entitled to one vote.

Voting matters and shareholder proposals

• Election of seven directors, including one new nominee, to serve until the 2027 annual meeting.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory, non-binding vote on executive compensation (say-on-pay).

• Proposal to amend the 2021 Restricted Stock Award Plan to increase authorized shares from 600,000 to 1,200,000.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• Board consists of seven members, majority independent, with diverse backgrounds in finance, industry, and academia.

• Board committees (Audit and Risk, Compensation, Nominating and Governance) are fully independent.

• Board leadership combines CEO and Chairman roles, balanced by independent committees.

• Attendance at board and committee meetings was 100% in the last fiscal year.

• Stockholder communications, code of ethics, anti-corruption, and human rights policies are in place.