Item 8.01 Other Events.
Pursuant to the Company's majority vote policy, the Board met and considered
• The Company's understanding that the number of votes against"Mr. Edwards were substantially attributable to a recommendation issued by ISS Proxy Advisory Services Committee ("ISS") against"Mr. Edwards in his role as chair of the Company'sAudit and Executive Oversight Committee based principally on the Company's position with respect to certain corporate governance matters, as judged against certain ISS proxy voting guidelines. • The Company's further understanding that the recommendation by ISS were made in accordance with its proxy voting guidelines, which are of general applicability and without regard to the performance ofMr. Edwards , any other Board member individually, or of the Company, which has sinceMarch 2020 experienced a significant increase in its market capitalization, and recently reported record results for significant operational and profitability benchmarks, despite the significant headwinds of the COVID-19 epidemic. •Mr. Edwards has been an integral member of the Board and a meaningful contributor sinceDecember 2011 .Mr. Edwards has also been the Chair of theAudit and Executive Oversight Committee since 2011. • The depth ofMr. Edwards' experience and knowledge in the transportation and logistics industry, along with business combinations and financial management; and the recognition of the importance of this expertise to the Board, the Company and its stockholders; and the difficulty of replacing Mr. Edwards' experience and expertise on the Board. •Mr. Edwards' near perfect attendance record, level of preparation, participation and contributions at Board andAudit and Executive Oversight Committee meetings. • The requirement of theNew York-American Stock Exchange to maintain a Board of Directors that consist of at least a majority, and not less than three, independent Board members, such that the resignation ofMr. Edwards could jeopardize our continued listing.
After consideration and discussion of all of these factors, the Board determined
that the resignation of
Notwithstanding our operational and stock performance achievements, we are
mindful of the results of our 2020 Annual Meeting and intend to re-affirm our
commitment to the evolving corporate governance standards sought by certain of
our larger institutional stockholders and proxy advisory organizations such as
ISS. As a result, the Board has determined to, among others: (i) conduct a
stockholder outreach program to understand and discuss stockholder concerns;
(ii) engage
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Radiant Logistics, Inc. Date: December 30, 2020 By: /s/ Todd Macomber Todd Macomber Senior Vice President and Chief Financial Officer
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