Heartland Express, Inc. Nominating Committee
The purposes of the Board of Directors Nominating Committee are
to assist the Board of Directors in identifying, screening and recommending
qualified candidates to serve as directors of the Company.
The Nominating Committee shall consist of not less than three
members who shall be appointed by the Board of Directors. Each member
shall be an independent director as defined under the listing standards of The
NASDAQ Stock Market, Inc. (“NASDAQ”).
Responsibilities and Authority
The Nominating Committee shall:
- Review with the Board from time to time the appropriate
skills and characteristics required for Board membership, including business
skills and experience, understanding of the trucking industry and other
industries relating to the Company’ business, personal integrity and sound
- Recommend to the Board candidates for election or reelection
to the Board at each annual meeting of the stockholders of the Company;
- Recommend to the Board candidates for appointment by the
Board to fill vacancies occurring on the Board;
- Consider director candidates recommended by stockholders, and
establish procedures by which stockholders may submit director candidate
recommendations for Committee consideration;
- Review the continued appropriateness of Board membership of
directors who retire or change from the positions they hold when the came on
the Board; and
The Nominating Committee also may make recommendations to the
Board regarding the size and composition of the Board.
When appropriate, to designate one or more of its members to
perform certain of its duties on its behalf, subject to such reporting to or
ratification by the Committee as the Committee shall direct.
The Nominating Committee shall meet at such times and places as
the Nominating Committee shall determine. The Chairman of the Nominating
Committee shall report on the Nominating Committee activities to the full