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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 28, 2016, the Board of Directors (the “Board”) of USA Truck, Inc. (the “Company”) adopted the USA Truck, Inc. Recoupment Policy (the “Clawback Policy”) and the USA Truck, Inc. Executive and Director Stock Ownership, Retention and Anti-Hedging and Pledging Policy (the “Stock Ownership Policy”).
to the Clawback Policy, in the event of a material financial restatement or the imposition of a material financial penalty after the effective date of the Clawback Policy, the Company will require, to the fullest extent permitted by applicable law, that an employee who was subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, forfeit or reimburse the Company for any incentive-based compensation (including cash- and equity-based incentive compensation) paid or granted to such employee at any time during the performance period relating to the applicable incentive-based compensation, in the sole and absolute discretion of the Board, as further provided in the Clawback Policy. The Clawback Policy includes a look-back period of three completed fiscal years immediately preceding the date on which the Company is required to prepare a material financial restatement. The foregoing description of the Clawback Policy is qualified in its entirety by reference to the full text of the Clawback Policy, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
to the Stock Ownership Policy, the Company’s executive officers (including the Chief Executive Officer, the Chief Financial Officer, and the other Named Executive Officers) and non-employee directors are required to build certain stock ownership over time through equity grants, expressed as multiples of annual base salary or cash retainer for Board service, as applicable. Such individuals are required to retain post-tax shares from each award on exercise, vesting, or earn-out, until such individual complies with the stock ownership levels required by the Stock Ownership Policy. In addition, the Stock Ownership Policy prohibits hedging transactions in the stock of the Company (including, but not limited to, short-selling, options, puts, and calls, as well as derivatives such as swaps, forwards, and futures), pledging stock of the Company as collateral for loans, and purchasing stock of the Company on margin. The foregoing description of the Stock Ownership Policy is qualified in its entirety by reference to the full text of the Stock Ownership Policy, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.0 Financial Statements and Exhibits
(d) Exhibits
99.1 USA Truck, Inc. Recoupment Policy.
99.2 USA Truck, Inc. Executive and Director Stock Ownership, Retention and Anti-Hedging and Pledging Policy.
The information contained in Item 9.01 of this report and the exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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 up +0.39 at 9.22 with 395,474 shares trading hands.