Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(e) Compensatory Arrangements of Certain Officers.

At the annual meeting of shareholders of Spartan Motors, Inc. (the "Company") held on May 20, 2020, the Company's shareholders approved the First Amendment to Spartan Motors, Inc. Stock Incentive Plan (the "Plan") to make an additional 1,200,000 shares of common stock available for issuance pursuant to the Plan. This amendment was disclosed in the Company's proxy statement filed with the SEC on April 10, 2020.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 20, 2020, the Company held its annual meeting of shareholders, at which meeting 30,380,862 of the 35,427,135 shares outstanding and entitled to vote as of the March 23, 2020 record date were present and voted in person or by proxy. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in detail in the Company's proxy statement filed with the SEC on April 10, 2020.

Each of the nominees for directors listed in proposal 1 below were elected and each of the proposals 2, 3, 4, and 5 below were approved by the Company's shareholders. The voting results are as follows:

Proposal 1: Election to the Company's Board of Directors for a three-year term expiring at the Annual Meeting of Shareholders to be held in 2023:





     Nominee           For       Withheld    Broker Non-Votes
Angela K. Freeman   24,290,878    560,790       5,529,194
Dominic A. Romeo    23,690,646   1,161,022      5,529,194
Andrew M. Rooke     23,754,764   1,096,904      5,529,194

Proposal 2: Amendment to the Company's Articles of Incorporation to change the name of Spartan Motors, Inc. to The Shyft Group, Inc.:





   For       Against   Abstentions
29,730,915   525,703     124,244

Proposal 3: Amendment to the Spartan Motors, Inc. Stock Incentive Plan to make an additional 1,200,000 shares of common stock available for issuance under the plan:





   For       Against   Abstentions   Broker Non-Votes
24,134,877   565,511     151,280        5,529,194




                                       2

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Proposal 4: Ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020:





   For       Against   Abstentions
29,891,105   385,782     103,975

Proposal 5: Advisory vote on the Company's executive compensation:

For Against Abstentions Broker Non-Votes 23,753,814 415,399 682,455 5,529,194

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