USA TRUCK, INC. (NASDAQ:USAK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On May 10, 2017 (the Grant Date), the Executive Compensation
Committee (the Committee) of the Board of Directors of USA Truck,
Inc. (the Company) approved certain details with respect to the
Companys long-term incentive plan for 2017 (the 2017 LTIP),
including (i) adopting certain levels of return on invested
capital as the performance goal, (ii) setting a performance
period of April 1, 2017 through December 31, 2019 (the
Performance Period), and (iii) determining that awards under the
LTIP will be 70% in the form of equity and 30% in the form of
cash. As we have previously disclosed, James Reed, Chief
Executive Officer and President, James Jim Craig, Executive Vice
President and Chief Commercial Officer and President USAT
Logistics, Jason Bates, Executive Vice President and Chief
Financial Officer, and Werner Hugo, who was recently appointed
Senior Vice President, Trucking Operations, are each eligible to
receive awards under the 2017 LTIP. Under the 2017 LTIP, (i) Mr.
Reed is eligible to earn shares of the Companys common stock and
cash equal to up to 150% of his base salary on the Grant Date
(with a target of 100%), with the cash component adjusted for
changes in the Company’s stock price between the Grant Date and
the conclusion of the Performance Period, (ii) Mr. Craig is
eligible to earn shares of the Companys common stock and cash
equal to up to 125% of his base salary on the Grant Date (with a
target of 75%), with the cash component adjusted for changes in
the Companys stock price between the Grant Date and the
conclusion of the Performance Period, (iii) Mr. Bates is eligible
to earn shares of the Companys common stock and cash equal to up
to 100% of his base salary on the Grant Date (with a target of
60%), with the cash component adjusted for changes in the
Companys stock price between the Grant Date and the conclusion of
the Performance Period, and (iv) effective on his start date, Mr.
Hugo will be eligible to earn shares of the Companys common stock
and cash equal to up to 100% of his base salary on his start date
(with a target of 60%), with the cash component adjusted for
changes in the Company’s stock price between his start date and
the conclusion of the Performance Period. On the Grant Date, the
Committee granted restricted stock at target under the 2017 LTIP
to Messrs. Reed, Craig, and Bates. Mr. Hugo will receive
restricted stock at target under the 2017 LTIP on his start date.

Item 5.07 Submission of Matters
to a Vote of Security Holders

On May 10, 2017, the Company held its Annual Meeting of
Stockholders (the Annual Meeting). The following are the
proposals voted upon at the Annual Meeting and the final results
on the votes of such proposals. The proposals are described in
detail in the Companys amended and restated proxy statement filed
with the Securities and Exchange Commission on April 7, 2017.

Proposal 1. Election of Class I Directors. The Board of Directors
nominated two nominees to stand for election at the 2017 Annual
Meeting and each of the nominees was elected to serve a term
expiring at the 2020 Annual Meeting by the following vote:

Proposal 2. Advisory approval of the Companys executive
compensation. This proposal was approved by the following vote:

Proposal 3. Advisory and non-binding vote on frequency of future
advisory votes on the Companys executive compensation. A majority
of stockholders voted for 1 Year by the following vote:

The Companys Board of Directors considered the results of the
non-binding, advisory vote on the frequency of votes on executive
compensation and determined that it would hold future
non-binding, advisory votes each year until the next stockholder
non-binding, advisory vote on the frequency of these votes.

Proposal 4. Renewal of the material terms of the
performance-based goals under the USA Truck, Inc. 2014 Omnibus
Incentive Plan (the Incentive Plan) to allow certain grants and
awards to continue to qualify as performance-based compensation
under Internal Revenue Code Section 162(m). This proposal was
approved by the following vote:

Proposal 5. Approval of the first amendment to the Incentive
Plan. This proposal was approved by the following vote:

About USA TRUCK, INC. (NASDAQ:USAK)

USA Truck, Inc. is a truckload carrier providing transportation of general commodities throughout the continental United States and into and out of portions of Mexico and Canada. The Company operates through two segments: Trucking and Strategic Capacity Solutions (SCS). The Trucking segment consists of truckload and dedicated freight services. The SCS segment consists of freight brokerage and rail intermodal services. The Company transports full dry van trailer loads of freight from origin to destination without intermediate stops or handling. The Company offers a range of truckload and logistics services to a customer base that spans a range of industries. The Company’s fleet of approximately 1,832 tractors consists of 1,568 company tractors and 264 independent contractor tractors. The Company owns approximately 6,200 trailers. The Company also transports general commodities into and out of Mexico by allowing through-trailer service from its terminal in Laredo, Texas.

USA TRUCK, INC. (NASDAQ:USAK) Recent Trading Information

USA TRUCK, INC. (NASDAQ:USAK) closed its last trading session down -0.18 at 5.89 with 273,837 shares trading hands.