10-K/A

Delaware
(State or other jurisdiction of incorporation or organization)

47-3913221
(IRS Employer
Identification No.)

15455 Dallas Parkway, Suite 550
Addison, Texas

(Address of principal executive offices)

(Zip Code)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-K/A

Amendment No. 1

(Mark One)



	☑	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2021.
	☐	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission File Number: 001-37509

DASEKE, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code

(972) 248-0412

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	DSKE	The NASDAQ Capital Market
Warrants, each exercisable for one half of a share of Common Stock at an exercise price of $5.75 per half share	*	*

* On February 23, 2022, NASDAQ Stock Market LLC filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist Daseke, Inc.’s warrants from NASDAQ due to the expiration of the warrants on February 27, 2022; each warrant not exercised on or before the expiration date became void. The deregistration of the warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended, will be effective 90 days, or such shorter period as the SEC may determine, after the filing of the Form 25.

Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer 			Accelerated filer  Smaller reporting company  Emerging growth company ☐
Non-accelerated filer 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No 

The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant, computed by reference to the last sales price as reported on the NASDAQ Capital Market as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was $291.8 million.

62,566,133 shares of common stock were outstanding as of February 18, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Original Report”), filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2022 (the “Original Filing Date”). The sole purpose of this Amendment No. 1 is to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include Part III information in our Form 10-K because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original Report. The reference on the cover of the Original Report to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Report is hereby deleted.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 and Part IV, Item 15 of the Original Report are hereby amended and restated in their entirety. This Amendment No. 1 does not amend, update or otherwise change any other information in the Original Report and does not purport to reflect any information or events subsequent to the Original Filing Date. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Report, including any amendment to those filings.

Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

Unless expressly indicated or the context requires otherwise, the terms “Daseke,” the “Company,” “we,” “us” and “our” in this document refer to Daseke, Inc., a Delaware corporation, and, where appropriate, its wholly owned subsidiaries.



		Page No.
Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	1
Item 11.	Executive Compensation	6
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	21
Item 14.	Principal Accounting Fees and Services	23

Part IV.
Item 15.	Exhibits, Financial Statement Schedules	23
Signatures		29


Name	Position	Age	Year Served Since
Charles “Chuck” F. Serianni	Chairman of the Board and Independent Director	60	2019
Brian Bonner	Independent Director	66	2015
Don R. Daseke	Director and Chairman Emeritus	82	2008
Catharine Ellingsen	Independent Director	58	2021
Grant Garbers	Independent Director	59	2021
Melendy Lovett	Independent Director	64	2022
Jonathan Shepko	Chief Executive Officer and Director	44	2017
Ena Williams	Independent Director	53	2019


Compensation Elements	Characteristics	Primary Objective
Base salary	Fixed annual cash compensation. Salaries may be increased from time to time by the Board’s Compensation Committee (the “Compensation Committee”) based on each NEO’s responsibilities and performance.	Designed to be a stable component of compensation; recognize performance of job responsibilities; attract and retain talented NEOs.
Annual cash bonuses	Performance-based annual cash incentive bonuses, based on the Company’s achievement of certain adjusted pre-tax net income targets (paid pursuant to our NEOs’ employment agreements except as otherwise noted below).	Encourage the focus on short-term performance goals that serve as the basis for long-term performance and stockholder value creation; reward achievement of those goals.
Long-term equity incentive awards	Equity-based compensation awards designed to incentivize executives to deliver long-term financial performance and stockholder value, while also providing a retention vehicle for top executive talent. For 2021, long-term equity incentive awards consisted of RSUs that are subject to a multi-year vesting period and PSUs that performance-vest based on the Company’s achievement of certain adjusted pre-tax net income targets during a three-year performance period, as modified by the Company’s relative total shareholder return as measured against the Company’s performance peer group.	Designed to incentivize executives to deliver long-term financial performance and stockholder value, retain top executive talent, and align executive interests with stockholder interests.
Retirement savings 401(k) plan	Qualified 401(k) retirement plan benefits are available for our NEOs and all other full-time employees.	Provide an opportunity for tax-efficient retirement savings.
Health and welfare benefits	Health and welfare benefits are available to our NEOs and all other full-time employees.	Provide benefits to meet the health and welfare needs of our employees and their families.


What We Do	What We Do Not Do
• Utilize an independent compensation consultant • Utilize a peer group of companies based on the Company’s industry, size and other factors to provide a reference point on compensation determinations • Utilize a balanced approach to compensation, which combines fixed and variable compensation, short-term and long-term compensation, and cash and equity compensation • Maintain a competitive compensation package designed to attract, motivate, retain and reward experienced and talented executive officers • Ensure cliff vesting for portions of incentive equity awards to align with stockholder interests • Utilize different financial metrics for short-term and long-term compensation programs, with a portion of long-term equity compensation subject to the Company’s achievement of certain pre-tax net income targets and modified by the Company’s relative total shareholder return measured against a peer group • Include a clawback provision in our NEOs' employment agreements that allows us to recover incentive compensation in certain circumstances	• Provide excessive severance agreements or tax gross-up payments to executives • Provide single-trigger change in control termination benefits in employment agreements • Allow directors or officers to hedge Company stock or pledge Company stock as collateral for a loan except in certain limited circumstances pre-approved by our Chief Legal Officer, who will approve such request only if such person clearly demonstrates the ability to repay the loan without selling stock • Provide excessive perquisites to our executives • Utilize compensation practices that involve excessive or unnecessary risk-taking • Allow directors or officers to engage in speculative trading of Company stock • Allow ratable vesting for any incentive equity awards • Have the same financial metrics for short-term and long-term compensation programs


Name and principal position	Year	Salary ($)		Bonus ($)(1)		Stock awards ($)(2)		Option awards ($)(3)		Non-equity incentive plan compensation ($)(4)		All other compensation ($)(5)		Total ($)
Jonathan Shepko(6)	2021		316,669		466,666		4,265,292		—		1,600,000		—		6,648,627
Chief Executive Officer	2020		—		—		—		—		—		—		—
Jason Bates(7)	2021		450,000		—		569,606		—		675,000		11,600		1,706,206
Executive Vice President and Chief Financial Officer	2020		315,341		75,000		229,215		222,129		472,131		250,000		1,563,816
Rick Williams(8)	2021		548,275		—		664,547		—		842,625		63,867		2,119,314
Executive Vice President and Chief Operating Officer	2020		570,794		702,500		285,516		316,192		516,393		13,022		2,404,417


Name	Year	401(k) Company-matching contributions ($)		Relocation expenses ($)		Other ($)(a)		Total ($)
Jonathan Shepko	2021		—		—		—		—
Jason Bates	2021		11,600		—		—		11,600
Rick Williams	2021		11,600		—		52,267		63,867


	Option awards									Stock awards
Name	Grant date	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable (1)		Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#) (1)		Market value of shares or units of stock that have not vested ($) (2)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (1)		Equity incentive plan awards: market value of unearned shares, units or other rights that have not vested ($) (2)
Jonathan Shepko	2/27/2017		20,000	5,000(3)			9.98	2/27/2027			—		—		—		—
	8/2/2021		—		—		—		—		—		—	553,936(4)			5,561,517
	8/2/2021		—		—		—		—	184,645(5)			1,853,836		—		—
Jason Bates(6)	4/20/2020		74,533	149,067(7)			1.38	4/20/2030			—		—		—		—
	4/20/2020		62,100	124,200(8)			1.38	4/20/2030			—		—		—		—
	4/20/2020		—		—		—		—	388,500(9)			3,900,540		—		—
	6/25/2021		—		—		—		—		—		—	79,766(4)			800,851
	6/25/2021		—		—		—		—	26,589(5)			266,954		—		—
Rick Williams	5/6/2020		103,533	207,067(10)			1.41	5/6/2030			—		—		—		—
	5/6/2020		86,967	173,933(11)			1.41	5/6/2030			—		—		—		—
	5/6/2020		—		—		—		—	453,200(12)			4,550,128		—		—
	6/25/2021		—		—		—		—		—		—	93,062(4)			934,342
	6/25/2021		—		—		—		—	31,020(5)			311,441		—		—


Name	Fees earned or paid in cash ($)(1)		Stock awards ($)(2)		Option awards ($)(3)		Total ($)
Brian Bonner		85,000		102,001		—		187,001
Kevin M. Charlton(4)		—		—		—		—
Don R. Daseke		75,000		102,001		—		177,001
Catharine Ellingsen		50,625		85,473		—		136,098
Grant Garbers		75,000		102,001		—		177,001

SEC Form 10-K/A filed by Daseke Inc. (Amendment)