8-K

UNITED STATES

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):         May 20, 2013

USA TRUCK, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-19858	71-0556971
(Commission File Number)	(I.R.S. Employer Identification No.)

3200 Industrial Park Road
Van Buren, Arkansas	72956
(Address of Principal Executive Offices)	(Zip Code)

(479) 471-2500

(Registrant’s telephone number, including area code)

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:

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

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

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

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

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)           As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2013, Robert A. Peiser delivered a conditional resignation as a Class III director of USA Truck, Inc. (the "Company") in accordance with the Company's majority vote policy.  Pursuant to the majority vote policy, directors are expected to tender a conditional offer of resignation to the Company's Board of Directors (the "Board") if that director receives a greater number of votes "withheld" or "against" his or her nomination than are voted "for" such election.  At the Company's 2013 Annual Meeting of Stockholders, held on May 8, 2013, Mr. Peiser was reelected by a plurality of votes cast, but received more votes "withheld" from his election than "for" his election.  Accordingly, Mr. Peiser tendered his conditional resignation to the Board on May 14, 2013.

Pursuant to the majority vote policy, the Nominating and Corporate Governance Committee (the "Committee") of the Board considered Mr. Peiser's tendered resignation and made a recommendation to the full Board whether to accept or reject the tendered resignation.  Mr. Peiser did not participate in the deliberations of the Committee or of the Board.  In determining whether to accept or reject Mr. Peiser's tendered resignation, the Committee and the Board considered a number of factors relative to the best interests of the Company and its stockholders.  The Committee and the Board considered the stated reason for Mr. Peiser not receiving the required majority vote and whether such underlying cause was cured or curable.  The Committee considered that the sole reason cited in the ISS Proxy Advisory Services ("ISS") report recommending votes be withheld from Mr. Peiser's election was "failing to submit the adoption of a poison pill to a shareholder vote at this year's annual meeting," the consequence of which is that the Company's stockholder rights plan (the "Rights Plan") will be put to a stockholder vote approximately 17 months after implementation, rather than the ISS-recommended 12 months.  As noted in the ISS report, the Board believed that this small five-month difference was warranted due to the Board's belief that the Company's "turnaround strategy, inclusive of the attraction and integration of additional high-caliber operating personnel, will take several quarters to implement and that the distraction of an unsolicited offer could be damaging to the execution of the plan as well as to shareholder value."  Therefore, the Committee and the Board believe that the reason Mr. Peiser failed to obtain a majority of the votes is curable upon either a stockholder vote on the Rights Plan or revocation of the Rights Plan.  The Company's response to the ISS report, detailing the rationale behind the implementation of the Rights Plan and the stockholder vote at the Company's 2014 Annual Meeting of Stockholders, is attached hereto as Exhibit 99.1.

 The Committee and the Board also considered Mr. Peiser's numerous contributions to the Company during his service on the Board, including his role in the Company's turnaround strategy; his role in recruiting the Company's new CEO; his role in restructuring the Company's management; his relationships with management; his role in the addition of Mr. Creager to the Board; his introduction of additional changes to the Company's governance structure, including the majority vote policy, retirement age policy, stock ownership requirements for Board members, Board self-evaluation, director education, and procedures to ensure that Board members have adequate time to commit to Board service; and his guidance in the negotiation process of the Company's new credit facility, which provides a more stable structure and does not contain financial covenants.

Ultimately, after consideration of all of these factors, the Committee recommended that the Board reject Mr. Peiser's tendered resignation, and the Board determined unanimously that it would not be in the best interests of the Company and its stockholders to accept Mr. Peiser's resignation.  Since Mr. Peiser's conditional resignation, offered in accordance with the majority vote policy, was not accepted, Mr. Peiser will continue to serve as a Class III member of the Board.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

99.1 Letter from the Company to ISS Proxy Advisory Services, dated April 29, 2013.

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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 hereunto duly authorized.

		USA Truck, Inc.
		(Registrant)
Date:	May 20, 2013	/s/ John M. Simone
		John M. Simone
		President and Chief Executive Officer
Date:	May 20, 2013	/s/ Clifton R. Beckham
		Clifton R. Beckham
		Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Exhibit
99.1	Letter from the Company to ISS Proxy Advisory Services, dated April 29, 2013.

EX-99.1

April 29, 2013

Kathryn Cohen

702 King Farm Boulevard

Suite 400

Rockville, MD 20850

Re: USA Truck, Inc. (NASDAQ ticker: USAK)

Dear Ms. Cohen:

I am writing in reference to the April 24 ISS proxy advisory recommendation that USA Truck's stockholders withhold their votes for re-election of incumbent director and Chairman, Robert A. Peiser, on the basis that our Board adopted a shareholder rights plan (“Rights Plan”) in November 2012 without a stockholder vote scheduled within 12 months of the adoption.  The unanimous board of directors (“Board”), and I personally, wish to convey that the loss of Mr. Peiser from his leadership role on the Board would not be in the best interest of our stockholders for at least four reasons:

(1)   Mr. Peiser is an experienced turnaround executive who has demonstrated his value to the Company by assisting with evaluating personnel and strategy, replacing certain executives, and re-assigning certain functions over the past several months;

(2)   The Company's reconfigured management team continues to benefit from the experience and insight of Mr. Peiser;

(3)   Mr. Peiser has led substantive changes to our governance practices in favor of the stockholders as detailed below; and

(4)   Mr. Peiser has the full confidence of other members of the Board in terms of establishing priorities and holding management accountable.

Upon examining the facts and the overall benefits of Mr. Peiser's service as Chairman in comparison to the relatively small burden of a vote on the Rights Plan after 17 months (May 2014 instead of the 12 month ISS requirement of November 2013), we respectfully request reconsideration of your recommendation.

The ISS publication is professional and factually correct in its description of events, although additional insight into the nuance and rationale may be helpful.  In late 2011, a competitor accumulated a 6% stake and publicly announced its interest in discussing a takeover.  The offer was disruptive to our management team and customer relationships.  Our then-incumbent Board rejected a sale process at a time when the stock was trading substantially below tangible book value and instead focused on enhancing management, stabilizing the capital structure, and adding directors with relevant experience to enhance oversight.

Mr. Peiser joined our Board in February 2012 as part of this plan.  For the balance of 2012, in conjunction with senior management, he led efforts to fortify the Company’s operations and financial condition.  Mr. Peiser was influential in the decision to make certain changes to senior management and took the lead role in recruiting the Company’s new CEO as well as convincing me to step back from CEO into my former role as CFO.  As Chairman, he continues to work with management on the introduction of best practice management processes, including more effective budgeting and monitoring of various operating metrics, and continues to be involved in the recruitment of additional management.

 From a financial perspective, Mr. Peiser encouraged a refinancing of our revolving credit facility into a more stable structure without financial covenants.  The facility was provided by Wells Fargo through personnel that knew Mr. Peiser from his previous companies. This new facility improved our liquidity and pricing.

 Also, as a governance expert, he introduced many best practices, including a resignation policy for those directors not receiving a majority of votes, age limits, annual Board evaluations, and a more effective committee structure.  He was also influential in recruiting an additional director (Robert Creager) to enhance the Company’s Audit Committee.

 In reference to the adoption of the Rights Plan in November 2012, Mr. Peiser and the entire Board balanced several considerations.  The Board was uncertain of the amount of time needed to attract a new CEO and was cognizant that leading candidates would be less likely to enter a situation where the Company could be subject to an unsolicited bid before the new CEO even had the chance to take action.  At the time, the Board suspected that a CFO search and possibly other searches would take place as well, and the Board did not want to risk an unsolicited offer undermining those searches as well.  Deferring the vote on the Rights Plan to 2014 would give candidates assurance that they would have time to make an impact.

 Recall that the May 2014 voting date was established at the time the Rights Plan was adopted in November 2012, before the CEO, CFO, and other management decisions were known.  The Board wanted to give stockholders assurance that they would have the right to vote on the Rights Plan, while also affording time to attract a new management team.  The Board did not have the benefit of knowing exactly when the new team would be in place.

 The Board also weighed the potential impact of putting the Rights Plan to a vote in May 2013 against the possibility of opening the Company to an attack at a time when its market capitalization was at its lowest point in its history.  In making its decision, the Board considered the possibility that a public takeover attempt would seriously jeopardize the operations and financial stability of the Company, which might, perversely, discourage the potential acquirer from continuing its pursuit and subsequently leave the Company unable to pursue a successful standalone plan.

 The Board considered holding the vote in November 2013, but believed the extra time and expense of a special meeting was not justified given a time difference of only five months.  Moreover, only one director who participated in the adoption of the Rights Plan (Mr. Peiser) was up for vote in the 2013, so the delay to May 2014 did not have a meaningful impact on the opportunity to “entrench” Board members.

 The decision to put it up for a vote in May 2014 was made with careful deliberation, extensive analysis and with the counsel of outside advisors as well as with due regard to the practice of allowing shareholders to decide the propriety of such a Rights Plan with all the appropriate information to make that informed judgment.  In making its decision, the Board did not ignore ISS’s stated policies, but felt that it had reached a reasonable position that balanced the Company’s needs and the underlying goal of ISS’s policies.  Because the Rights Plan will be subject to a stockholder vote, and only five months after the normal ISS schedule, the Board believed the balance favored a 2014 annual meeting vote.

 In light of the foregoing, we would respectfully request that you recommend a vote in favor of Mr. Peiser in consideration of his many contributions to the Board and the Company.  In many ways, he exhibits exactly the attributes stockholders should want in a director.  We believe our stockholders’ interests will be served by giving regard to all of Mr. Peiser’s contributions to the Company, rather than focusing on a single issue that will resolve itself in only a matter of months.

 We welcome the opportunity to discuss this matter with you further.   Are you available for a brief telephone call between yourself and Robert Peiser on Tuesday morning of this week?

 Thank you for your consideration.

 Sincerely,

Cliff Beckham

Executive Vice President & CFO