0001437749-19-007691.txt : 20190422 0001437749-19-007691.hdr.sgml : 20190422 20190422165414 ACCESSION NUMBER: 0001437749-19-007691 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190418 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190422 DATE AS OF CHANGE: 20190422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT J B TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000728535 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710335111 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11757 FILM NUMBER: 19759901 BUSINESS ADDRESS: STREET 1: 615 JB HUNT CORPORATE DR STREET 2: PO BOX 130 CITY: LOWELL STATE: AR ZIP: 72745 BUSINESS PHONE: 479-820-0000 MAIL ADDRESS: STREET 1: 615 JB HUNT CORPORATE DRIVE STREET 2: PO BOX 130 CITY: LOWELL STATE: AR ZIP: 72745 8-K 1 jbht20190419_8k.htm FORM 8-K jbht20190419_8k.htm

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

 

 

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 18, 2019

 

 

 

  

J.B. HUNT TRANSPORT SERVICES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

Arkansas             0-11757
71-0335111    
(State or other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization)   Identification No.)
     
     
615 J.B. Hunt Corporate Drive    
Lowell, Arkansas 72745 (479) 820-0000
(Address of Principal Executive Offices) (Zip Code) (Registrant’s telephone number)

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

 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. ☐

 

 

 

 

ITEM 5.07.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Our Annual Meeting of Stockholders was held on April 18, 2019. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. The following four matters were included in our proxy dated March 8, 2019 and were voted upon at the annual meeting. Final vote tabulations are indicated below:

 

 

1.

To elect Directors for a term of one (1) year:

 

   

For

    Against     Abstain    

Non Votes

 
                                 

Douglas G. Duncan

    94,679,885       2,933,092       127,055       5,411,919  

Francesca M. Edwardson

    94,334,866       3,279,317       125,849       5,411,919  

Wayne Garrison

    93,484,515       4,178,581       76,936       5,411,919  

Sharilyn S. Gasaway

    94,453,750       3,163,981       122,301       5,411,919  

Gary C. George

    90,970,743       6,642,149       127,140       5,411,919  

Bryan Hunt

    90,500,954       7,154,302       84,776       5,411,919  

Coleman H. Peterson

    93,025,623       4,588,611       125,798       5,411,919  

John N. Roberts, III

    96,010,837       1,445,876       283,319       5,411,919  

James L. Robo

    89,938,348       7,675,215       126,469       5,411,919  

Kirk Thompson

    93,415,191       4,038,437       286,404       5,411,919  

 

 

2.

To consider and approve an advisory resolution regarding the Company’s compensation of its named executive officers:

 

 

For

    89,851,980  

Against

    7,704,909  

Abstain

    183,143  

Non Votes

    5,411,919  

 

 

3.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2019 calendar year:

 

 

For

    102,130,509  

Against

    925,115  

Abstain

    96,327  

Non Votes

    -  

 

 

 

 

4.

To consider and vote upon a stockholder proposal requesting the Company to prepare and disclose a report of the Company's political contributions policy and political contributions made by the Company:

 

 

For

    28,548,060  

Against

    61,405,202  

Abstain

    7,786,770  

Non Votes

    5,411,919  

 

 

No additional business or other matters came before the meeting or any adjournment thereof.

 

ITEM 8.01.

OTHER EVENTS

 

On April 18, 2019, the Board of Directors of J.B. Hunt Transport Services, Inc. (the “Company”) approved and adopted an amendment to the Company’s Third Amended and Restated Management Incentive Plan (“MIP”). The amendment amends the MIP to modify and reduce the existing plan limit on awards to any non-employee director in a single calendar year from a limit based on the number of shares granted (not in excess of 20,000 shares) to a limit based on the fair market value of the awards granted, determined as of the date of grant (not in excess of $500,000). A copy of the MIP, as amended, is attached as an exhibit to this Form 8-K and is incorporated by reference into this report.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits.

 

10.1

J.B. Hunt Transport Services, Inc. Third Amended and Restated Management Incentive Plan (incorporated by reference from Appendix A of the Company’s definitive proxy statement on Schedule 14A, filed March 9, 2017).

 

10.2

Amendment to J.B. Hunt Transport Services, Inc. Third Amended and Restated Management Incentive Plan.

 

 

SIGNATURES

 

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 thereunto duly authorized on the 22nd day of April 2019.

 

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

 

 

 

 

 

BY:

/s/ John N. Roberts, III

 

 

 

John N. Roberts, III

 

 

 

President and Chief Executive Officer

(Principal Executive Officer)

 

       
  BY: /s/ David G. Mee  
    David G. Mee  
    Executive Vice President, Finance and  
    Administration and Chief Financial Officer  
    (Principal Financial Officer)  

 

 

EX-10.2 2 ex_141397.htm EXHIBIT 10.2 ex_141397.htm

Exhibit 10.2

 

 

 

 

AMENDMENT

TO

J.B HUNT TRANSPORT SERVICES, INC.

THIRD AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN

 

The last sentence of Section 2.8 of the J.B. Hunt Transport Services, Inc. Third Amended and Restated Management Incentive Plan (the “Plan”) is hereby amended such that Section 2.8 of the Plan shall read in its entirety as follows:

 

2.8    LIMITATION OF PLAN BENEFITS. Plan Benefits granted to any Participant in any one year shall be limited to two percent (2%) of the total shares authorized for issuance under the Plan (i.e., 2% of 44,000,000). Subject to adjustment in accordance with Section 2.6, no Participant shall be granted, during any one (1) year, options to purchase Common Stock and stock appreciation rights with respect to more than 880,000 shares of Common Stock in the aggregate or any other awards with respect to more than 880,000 shares of Common Stock in the aggregate. Additionally, a non-employee director may not be granted awards with respect to Common Stock that has a fair market value (determined as of the date of grant) in excess of $500,000 in a single calendar year.

 

APPROVED by the Board of Directors of J.B. Hunt Transport Services, Inc. at a regular meeting of the Board of Directors duly called and held this 18th day of April, 2019.

 

 

 

 /s/ Jennifer R. Boattini                                

 Jennifer R. Boattini, Corporate Secretary