Knight-Swift Transportation (KNX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 12, 2026, with voting on director elections, executive compensation, auditor ratification, and a shareholder proposal on political spending transparency.

• 2025 saw significant progress in LTL integration, cost improvements in Truckload, and continued focus on safety, leadership, and sustainability.

• The company achieved $7.5B in total revenue, $1.3B in operating cash flows, and paid $117M in dividends, with an 11% dividend increase approved for 2026.

• Board refreshment included the addition of Douglas Col and the departure of Amy Boerger.

Voting matters and shareholder proposals

• Proposals include electing eleven 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, executive compensation, and auditor ratification, but against the political spending proposal.

• The political spending proposal seeks annual disclosure of policies and expenditures; the board opposes it, citing minimal political contributions and existing oversight.

Board of directors and corporate governance

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

• Board leadership is separated between the Executive Chairman and CEO, with a robust Lead Independent Director role.

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

• Annual board self-assessment and director succession planning are emphasized.

• Proxy access allows significant shareholders to nominate directors.