noticeofinternetavailabilty.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Soliciting Material under §240.14a-12


KNIGHT TRANSPORTATION, INC.
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
 
KNIGHT TRANSPORTATION, INC.
 
knx logo
  
Meeting Information
Meeting Type:    Annual
For holders as of:   03/31/09
Date:   05/21/09   Time: 8:30 A.M. MDT
Location:   Knight Transportation, Inc.
                        5601 W. Buckeye Rd.
                        Phoenix, AZ 85043
 
To obtain directions, call the company at (800) 489-2000
     
KNIGHT TRANSPORTATION, INC.
ATTN: PROXY DEPT.
5601 W. BUCKEYE RD.
PHOENIX, AZ 85043
  
You are receiving this communication because you hold shares in the company named above.
 
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
 
We encourage you to access and review all of the important information contained in the proxy materials before voting.
     
   
See the reverse side of this notice to obtain proxy materials and voting instructions.
 
- Before You Vote -
How to Access the Proxy Materials
 
 
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT     ANNUAL REPORT
How to View Online:
Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
 
 
1) BY INTERNET:
www.proxyvote.com
 
2) BY TELEPHONE:
1-800-579-1639
 
3) BY E-MAIL*:
sendmaterial@proxyvote.com
 
*
If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. To facilitate timely delivery, please make the request as instructed above on or before 05/07/09.
 
 
- How To Vote -
Please Choose One of the Following Voting Methods
 
 
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12-Digit Control Number available and follow the instructions.
 
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
 
 
Voting Items
  
 
The Board of Directors recommends a vote FOR each of
Proposals 1, 2, 3, 4 and 5.
 
Proposal No. 1:      Election of Class II Directors.
 
              NOMINEES:
              01 - Gary J. Knight
              02 - G.D. Madden
              03 - Kathryn L. Munro
 
 
Proposal No. 2:     Proposal to approve and ratify the Knight Transportation, Inc. Employee Stock Purchase Plan.
 
Proposal No. 3:    Proposal to approve and ratify an amendment and restatement of the Knight Transportation, Inc. 2003 Stock Option Plan (the "2003 Stock Option Plan"), which among other things (i) renames the Plan the "Knight Transportation, Inc. Amended and Restated 2003 Stock Option and Equity Compensation Plan," (ii) provides additional terms and administrative procedures applicable to restricted stock grants, and (iii) authorizes the issuance of stock appreciation rights.
 
Proposal No. 4:     Proposal to approve and ratify a one-time stock option exchange program for employees, along with an accompanying amendment to the 2003 Stock Option Plan to permit such exchange.
 
 
Proposal No. 5:     Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2009.
 
Other Action:       In their discretion, the proxies are also authorized to vote upon such other matters as may properly come before the Annual Meeting or any adjournments thereof.