Heartland Express (HTLD) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 8, 2025, to elect seven directors, ratify the auditor, and hold an advisory vote on executive compensation.

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

• Record date for voting is March 10, 2025, with 78,529,641 shares eligible to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying Grant Thornton LLP as auditor for 2025, and a non-binding say-on-pay vote for executive compensation.

• Proposals require a plurality or majority of votes cast, with abstentions and broker non-votes not affecting outcomes.

• Shareholder proposals for the 2026 meeting must be received by November 28, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Seven director nominees, including one new nominee, with a mix of industry, financial, and governance expertise.

• Four of six current directors are independent; the new nominee would also be independent.

• Board committees (Audit and Risk, Compensation, Nominating and Governance) are composed entirely of independent directors.

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

• Stock ownership guidelines and anti-hedging/pledging policies are in place for directors and executives.