HUB GROUP, INC. (NASDAQ:HUBG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On May 10, 2017, the Companys stockholders approved the Hub
Group, Inc. 2017 Long-Term Incentive Plan (the Plan). Effective
as of May 16, 2017, the Company adopted form of stock awards
under the Plan for the Companys employees, including the Companys
principal executive officer, principal financial officer and
named executive officers, and form of stock awards under the Plan
for non-employee directors. The forms of stock awards represent
the right to receive shares of the Companys Class A Common Stock
under the Plan, subject to certain time restrictions.
Attached hereto as Exhibit 10.1 is the Form of Terms of
Restricted Stock Award to Directors under the Hub Group, Inc.
2017 Long-Term Incentive Plan. Attached hereto as Exhibit 10.2 is
the Form of Terms of Restricted Stock Award to non-directors
under the Hub Group, Inc. 2017 Long-Term Incentive Plan. The
descriptions of the material terms of the awards are qualified in
their entirety by reference to the award agreements.
Item5.07. Submission of Matters to a Vote of Security
Holders.
On May10, 2017, the Company held the 2017 Annual Meeting at 10:00
a.m. at Hub Group Inc.s Corporate Headquarters, located at 2000
Clearwater Drive, Oak Brook, Illinois 60523. As of March13, 2017,
the record date for the 2017 Annual Meeting, there were
33,480,802 shares of Class A common stock and 662,296 shares of
Class B common stock outstanding and entitled to vote. Each Class
A share is entitled to one (1) vote and each Class B share is
entitled to approximately eighty-four (84) votes. A quorum of
stockholders, present in person or by proxy, representing
86,299,255 votes were present at the 2017 Annual Meeting. The
final voting results of the 2017 Annual Meeting are set forth
below. Each of these items is more fully described in the
Companys proxy statement filed with the Securities and Exchange
Commission on March22, 2017.
Proposal One Election of Directors
The Companys stockholders elected each of the Companys eight
nominees for director to serve until their respective successors
are duly elected and qualified, as set forth below:
Name | Votes For | Votes Withheld | Broker Non-Votes |
David P. Yeager | 84,625,303 | 473,389 | 1,200,563 |
Donald G. Maltby | 83,670,093 | 1,428,599 | 1,200,563 |
Gary D. Eppen | 79,497,996 | 5,600,696 | 1,200,563 |
James C. Kenny | 84,527,014 | 571,678 | 1,200,563 |
Charles R. Reaves | 83,593,966 | 1,504,726 | 1,200,563 |
Martin P. Slark | 84,450,350 | 648,342 | 1,200,563 |
Jonathan P. Ward | 84,517,815 | 580,877 | 1,200,563 |
Peter B. McNitt | 84,541,149 | 557,543 | 1,200,563 |
Proposal Two Advisory Vote on Executive
Compensation
The Companys stockholders approved the compensation of its named
executive officers as described in the Companys definitive Proxy
Statement filed with the Securities and Exchange Commission on
March 22, 2017, as set forth below:
Votes For | Votes Against | Abstentions | Broker non-Votes |
77,050,064 | 7,712,937 | 335,691 | 1,200,563 |
Proposal Three Advisory Vote on the Frequency of Advisory
Vote on Executive Compensation
The Companys common stockholders approved an annual advisory vote
on executive compensation, as set forth below:
1 Year | 2 Year | 3 Year | Abstain |
74,503,084 | 4,668 | 10,575,931 | 15,009 |
The vote results show that a majority of the votes cast were cast
in favor of conducting the advisory vote on executive
compensation on an annual basis. In light of this vote, and
consistent with the Companys recommendation as described in its
2017 proxy statement, the Companys Board of Directors has
determined to implement an annual advisory vote on compensation
for the named executive officers, until the next advisory vote on
frequency is held (which must be conducted at least every 6
years).
Proposal Four Ratification of the Selection of Independent
Registered Public Accounting Firm
The Companys common stockholders ratified the selection of Ernst
Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017, as
set forth below:
Votes For | Votes Against | Abstentions | Broker non-Votes |
86,029,118 | 247,529 | 22,608 | – |
Proposal Five Approval of the Hub Group, Inc. 2017
Long-Term Incentive Plan
The Companys common stockholders approved the 2017 Long-Term
Incentive Plan as described in the Companys definitive Proxy
Statement filed with the Securities and Exchange Commission on
March 22, 2017, as set forth below:
Votes For | Votes Against | Abstentions | Broker non-Votes |
70,426,038 | 14,314,289 | 358,365 | 1,200,563 |
Item 9.01 Financial Statements and Exhibits
(a)Not Applicable.
(b)Not Applicable.
(c)Not Applicable.
(d)A list of exhibits filed herewith are contained on the Exhibit
Index which immediately precedes such exhibits and is
incorporated herein by reference.
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About HUB GROUP, INC. (NASDAQ:HUBG)
Hub Group, Inc. is an asset-light freight transportation management company. The Company offers intermodal, truck brokerage and logistics services. The Company operates through two business segments: Mode and Hub. The Mode segment markets and operates its freight transportation services, consisting of intermodal, truck brokerage and logistics, primarily through agents who enter into contractual arrangements with Mode LLC. The Hub segment provides intermodal, truck brokerage and logistics services through a network of operating centers throughout the United States, Canada and Mexico. The Company is an intermodal marketing company (IMC) in the United States and a full service transportation provider, offering intermodal, truck brokerage and logistics services. It operates through a network of operating centers and independent business owners. The Company also provides drayage services with its own drayage operations, which it operates through its subsidiary Hub Group Trucking. HUB GROUP, INC. (NASDAQ:HUBG) Recent Trading Information
HUB GROUP, INC. (NASDAQ:HUBG) closed its last trading session down -0.40 at 35.90 with 285,465 shares trading hands.