SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2020
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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock $0.01 par value |
JBHT |
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A is being filed to revise and update our Current Report on Form 8-K filed on January 28, 2020 (the “Original Report”). The purpose of this amendment is to amend the disclosure provided in Item 5.02 of the Original Report to correct certain compensation amounts which were incorrectly reported in the Original Report. Except as otherwise provided herein, the other disclosures made in the Original Report remain unchanged.
ITEM 5.02. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On January 22, 2020, our Board of Directors, through our Executive Compensation Committee or independent directors, approved the following base salaries.
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John N. Roberts III |
President and CEO |
$ |
915,000 |
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David G. Mee |
EVP, Finance and Administration and CFO |
$ |
540,000 |
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Terrence D. Matthews |
EVP, President of Intermodal |
$ |
525,000 |
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Shelley Simpson |
EVP, President of ICS and Truckload and CMO |
$ |
540,000 |
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Nicholas Hobbs |
EVP, President of DCS |
$ |
540,000 |
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Kirk Thompson |
Chairman of the Board |
$ |
375,000 |
A summary of our compensation arrangements with our named executive officers and our Chairman of the Board, 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.
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. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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 on the 3rd day of February 2020.
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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 January 22, 2020, the Board of Directors of J.B. Hunt Transport Services, Inc. (the “Company”), through its Executive Compensation Committee or independent directors, approved the following compensation for each of the Company’s named executive officers and for the Chairman of the Board. All base salaries are effective February 3, 2020. The following compensation excludes awards which may be made under our Management Incentive Plan:
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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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$915,000 |
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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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$540,000 |
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(1) |
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(3), (4) |
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Terrence D. Matthews |
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EVP, President of Intermodal |
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$525,000 |
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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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$540,000 |
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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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$540,000 |
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(1) |
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(3), (4) |
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Kirk Thompson |
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Chairman of the Board |
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$375,000 |
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(2) |
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(3), (4) |
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(1) |
The Company has a performance-based bonus program that is related to the Company’s operating income for calendar year 2020 (the “2020 Company Bonus Plan”). According to the 2020 Company Bonus Plan, each of the Company’s named executive officers may earn a bonus ranging from zero to 55% of the executives’ annual base salary. The Company also has a Performance Growth Incentive bonus plan for calendar year 2020 (the “2020 PGI Bonus Plan”) that is related to the Company’s net revenue and earnings before taxes for calendar year 2020. Under the plan, John Roberts, as President and CEO, may earn a bonus ranging from zero to 121% of base salary. Each other named executive officer may earn a bonus ranging from zero to 88% of base salary. |
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(2) |
Kirk Thompson, as Chairman of the Board, is not eligible to participate in the 2020 Company Bonus Plan or the 2020 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. The Company also provides certain other perquisites which are disclosed annually in the Company’s proxy statement for its Annual Meeting of Stockholders. |
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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 2020. |
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