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): October 20, 2016
J.B. HUNT TRANSPORT SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Arkansas |
0-11757 |
71-0335111 |
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(State or other Jurisdiction of |
Commission File Number |
(IRS Employer |
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Incorporation or Organization) |
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Identification No.) |
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615 J.B. Hunt Corporate Drive |
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Lowell, Arkansas |
72745 |
(479) 820-0000 |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On October 20, 2016, our Executive Compensation Committee recommended and independent members of the Board of Directors approved the following base salaries.
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John N. Roberts III |
President and CEO |
$ | 825,000 | ||
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Terry Matthews |
EVP, President of Intermodal |
$ | 485,000 | ||
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David G. Mee |
EVP, Finance and Administration and CFO |
$ | 485,000 | ||
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Shelley Simpson |
EVP, President of ICS and Truckload and CMO |
$ | 485,000 | ||
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Nicholas Hobbs |
EVP, President of DCS |
$ | 475,000 | ||
| Kirk Thompson | Chairman of the Board | $ | 350,000 |
A summary of our compensation arrangements with our named executive officers, excluding awards which may be made under our Management Incentive Plan, is attached as an exhibit to this Form 8-K and is incorporated by reference into this report.
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ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS |
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(d) |
Exhibits. |
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99.1 |
Summary of Compensation Arrangements with Named Executive Officers |
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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 thereunto duly authorized, in the city of Lowell, Arkansas, on the 24th day of October 2016.
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J.B. HUNT TRANSPORT SERVICES, INC. |
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BY: |
/s/ John N. Roberts, III |
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John N. Roberts, III President and Chief Executive Officer (Principal Executive Officer) |
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BY: |
/s/ David G. Mee |
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David G. Mee Executive Vice President, Finance and Administration and Chief Financial Officer (Principal Financial Officer) |
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Exhibit 99. 1
SUMMARY OF COMPENSATION ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
On October 20, 2016, the Executive Compensation Committee of J.B. Hunt Transport Services, Inc. (the “Company”) recommended and independent members of the Board of Directors approved the following base salaries. All base salaries were effective immediately. The Executive Compensation Committee of the Company approved the following other compensation amounts (effective January 1, 2017), excluding awards which may be made under our Management Incentive Plan, as indicated:
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All Other |
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Base |
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Bonus |
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Compensation |
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Named Executive Officer |
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Salary |
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($) |
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($) |
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John N. Roberts, III |
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President and CEO |
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$825,000 |
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(1) |
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(3), (4) |
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Terry Matthews |
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EVP, President of Intermodal |
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$485,000 |
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(1) |
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(3), (4) |
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David G. Mee |
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EVP, Finance and Administration and CFO |
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$485,000 |
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(1) |
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(3), (4) |
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Shelley Simpson |
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EVP, President of ICS and Truckload and CMO |
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$485,000 |
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(1) |
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(3), (4) |
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Nicholas Hobbs |
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EVP, President of DCS |
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$475,000 |
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(1) |
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(3), (4) |
| Kirk Thompson | ||||||
| Chairman of the Board | $350,000 | (2) | (3), (4) |
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(1) |
The Company has a performance-based bonus program that is related to the Company’s earnings per share (EPS) for calendar year 2017. According to the 2017 EPS bonus plan, each of the Company’s named executive officers may earn a bonus ranging from zero to 180% of the Executives’ annual base salary. The Company also has a Performance Growth Incentive (PGI) bonus plan for calendar year 2017 that is related to the Company’s net revenue and earnings before interest and taxes for calendar year 2017. Under the plan, John Roberts, as President and CEO, may earn a bonus ranging from zero to 125%. Each other named executive officer may earn a bonus ranging from zero to 100%. |
| (2) | Kirk Thompson, as Chairman of the Board, is not eligible to participate in the 2017 EPS Bonus Plan or the 2017 PGI Bonus Plan. | |
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(3) |
The Company will reimburse each named executive officer up to $10,000 for actual expenses incurred for legal, tax and estate plan preparation services. |
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(4) |
The Company has a 401(k) retirement plan that includes matching contributions on behalf of each of the named executive officers. The plan is expected to pay each named executive officer approximately $6,000 during 2017. |
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