Knight-Swift Transportation (KNX) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 13, 2025, to elect 12 directors, approve executive compensation, ratify the auditor, and vote on a shareholder proposal regarding political spending transparency.

• 2024 saw significant market challenges, but operational efficiency and cost management initiatives improved resilience and positioned the company for future growth.

• Leadership transitions included Adam Miller as CEO and Andrew Hess as CFO, with a focus on succession planning and talent development.

• The company expanded its LTL services through acquisition and organic growth, integrating new terminals and reinforcing LTL as a core business pillar.

• Investments in energy-efficient technologies and alternative fuels support sustainability goals and operational efficiency.

Voting matters and shareholder proposals

• Proposals include electing 12 directors, an advisory vote on executive compensation, ratification of Grant Thornton as auditor, and a shareholder proposal on political spending transparency.

• The board recommends voting for all directors, for executive compensation, for auditor ratification, and against the political spending proposal.

• The board opposes the political spending proposal, citing immaterial trade association dues and no direct political contributions.

Board of directors and corporate governance

• The board consists of 12 nominees, with a majority being independent and diverse in gender and race.

• Committees (Audit, Compensation, Nominating and Corporate Governance, Finance) are fully independent.

• The board separates the roles of Chairperson and CEO, with a robust lead independent director role.

• Annual board self-assessment and director education are conducted.

• Proxy access allows stockholders with 3% ownership for three years to nominate directors.