UNITED STATES

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): April 27, 2020

 

 

P.A.M. TRANSPORTATION SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

0-15057

71-0633135

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

297 West Henri De Tonti, Tontitown, Arkansas 72770

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (479) 361-9111

 

 

N/A

 
 

(Former name or former address, if changed since last report)

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   

☐

Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

PTSI

NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.     ☐

 

 
 

 

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

 

On April 27, 2020, Daniel H. Cushman, President and Chief Executive Officer of P.A.M. Transportation Services, Inc. (the “Company”), notified the Company that he intends to retire as President and CEO of the Company effective May 1, 2020. In addition, Mr. Cushman retired as a director of the Company as of the Company’s Annual Meeting of Stockholders on April 29, 2020. Mr. Cushman will remain in an advisory role with the Company until July 31, 2020. The Company wishes to express its deep gratitude to Mr. Cushman for his dedicated leadership and vision during his eleven years as CEO of the Company and wish him well in his retirement.

 

On April 29, 2020, the Board of Directors of the Company appointed Matthew T. Moroun, Chairman of the Company’s Board of Directors, to serve as interim President and Chief Executive Officer of the Company effective May 1, 2020 until a permanent CEO is selected. Mr. Moroun will continue to serve as Chairman of the Board and will not receive any additional compensation for his service as interim CEO.

 

Matthew T. Moroun, age 46, has served as a director of the Company since 1992 and as Chairman of the Board since 2007. He is currently Chairman of the Compensation and Stock Option Committee and the Executive Committee of the Board of Directors, and the Company’s largest stockholder. During the past five years, Mr. Moroun's business experience has included serving as Chairman and President of CenTra, Inc., a diversified holding company based in Warren, Michigan. During that period, he has also served as Chairman and President of DIBC Holdings, Inc., whose subsidiaries own and operate the Ambassador Bridge in Detroit, Michigan and Windsor, Ontario. Mr. Moroun is also Chairman of Oakland Financial Corporation, an insurance and real estate holding company based in Sterling Heights, Michigan, and its subsidiaries. He is a principal shareholder in other family owned businesses engaged in, among other things, transportation services and real estate acquisition, development and management. Mr. Moroun has served as a director and as Chairman of the Board of Universal Logistics Holdings, Inc. (NASDAQ: ULH) since 2004. Matthew T. Moroun is the father of Matthew J. Moroun, a director of the Company.

 

Information regarding certain transactions between the Company and certain subsidiaries of CenTra and other companies owned or controlled by Matthew T. Moroun and his father, Manuel J. Moroun, a former director of the Company, is described on pages 33-34 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020, which description is incorporated herein by reference.

 

Item 5.07     Submission of Matters to a Vote of Security Holders.

 

On April 29, 2020, the Annual Meeting of Stockholders of the Company was held, at which meeting eight directors were elected to serve as the Board of Directors until the next Annual Meeting of Stockholders, the compensation of the named executive officers of the Company for 2019 was approved, an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a supermajority voting requirement regarding the removal of directors was approved, and the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the calendar year 2019 was ratified by the Company’s stockholders. Daniel H. Cushman did not stand for re-election as a result of his retirement from the Board of Directors on April 29, 2020. Final vote tabulations are indicated below:

 

 

(1)

Election of eight director nominees to serve until the date of the next Annual Meeting of Stockholders:

 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Michael D. Bishop

5,076,749

 

209,887

 

414,037

Frederick P. Calderone

4,337,517

 

949,119

 

414,037

W. Scott Davis

5,016,242

 

270,394

 

414,037

Edwin J. Lukas

4,338,567

 

948,069

 

414,037

Franklin H. McLarty

5,076,699

 

209,937

 

414,037

H. Pete Montaño

5,076,749

 

209,887

 

414,037

Matthew J. Moroun

4,321,881

 

964,755

 

414,037

Matthew T. Moroun

4,064,840

 

1,221,796

 

414,037

 

 
 

 

 

(2)

Proposal to approve, on a non-binding advisory vote basis, named executive officer compensation for 2019:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

5,189,346

 

10,917

 

86,373

 

414,037

 

 

(3)

Proposal to amend the Company’s Amended and Restated Certificate of Incorporation to add a supermajority voting requirement regarding the removal of directors consistent with the Company’s Amended and Restated By-Laws:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

5,140,861

 

144,997

 

778

 

414,037

 

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.

 

 

(4)

Proposal to ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for 2020:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

5,660,193

 

34,894

 

5,586

 

0

 

No additional business or other matters came before the meeting or any adjournment thereof.

 

Item 7.01     Regulation FD Disclosure.

 

On April 30, 2020, the Company issued a news release announcing the retirement of Daniel H. Cushman as President and CEO of the Company and the appointment of Matthew T. Moroun as interim CEO of the Company effective May 1, 2020. A copy of the news release is attached hereto as Exhibit 99.1.

 

The information contained in this Item 7.01 and Exhibit 99.1 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01     Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware on April 30, 2020.

 

99.1

News release issued by the Registrant on April 30, 2020.

 

 
 

 

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 hereunto duly authorized.

 

   

P.A.M. TRANSPORTATION SERVICES, INC.

   

 (Registrant)

     

Date: May 1, 2020

By:   

/s/ Allen W. West

   

Allen W. West

Vice President of Finance, Chief Financial Officer,

Secretary and Treasurer

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

 

OF

 

CERTIFICATE OF INCORPORATION

 

OF

 

P.A.M. TRANSPORTATION SERVICES, INC.

 

 

I.

 

The name of the corporation is P.A.M. Transportation Services, Inc.

 

II.

 

The Certificate of Incorporation shall be amended by the addition of the following new Article 13:

 

13.     Any director may be removed at any time, with or without cause, by the affirmative vote of the holders of seventy-five percent (75%) of the outstanding shares of the stock of the Corporation entitled to elect directors, either at the annual meeting or at a special meeting called for that purpose. No amendment to this Amended and Restated Certificate of Incorporation shall amend, alter, change or repeal this Article 13, unless such amendment, in addition to receiving any shareholder vote or consent required by the laws of the State of Delaware in effect at the time, shall receive the affirmative vote or consent of the holders of seventy-five percent (75%) of the outstanding shares of stock of the Corporation entitled to elect directors.

 

III.

 

The amendment set forth herein was adopted by the stockholders of the Corporation at the 2020 Annual Meeting of Stockholders held on April 29, 2020, in accordance with the applicable provisions of Section 242 of the Delaware General Corporation Law, as amended.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by Allen W. West, Vice President-Finance, Chief Financial Officer, Secretary and Treasurer of the Corporation, on the 30th day of April, 2020.

 

 

P.A.M. TRANSPORTATION SERVICES, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Allen West

 

 

 

 Allen W. West

 Vice President-Finance, Chief Financial

 Officer, Secretary and Treasurer

 

 

 

Exhibit 99.1

 

FROM: P.A.M. TRANSPORTATION SERVICES, INC.

P.O. BOX 188

Tontitown, AR 72770

Allen W. West

(479) 361-9111

 

P.A.M. TRANSPORTATION SERVICES, INC. ANNOUNCES LEADERSHIP CHANGES

 

Tontitown, Arkansas, April 30, 2020...... P.A.M. Transportation Services, Inc. (NASDAQ: PTSI) (the “Company”) today announced that Daniel H. Cushman, President and Chief Executive Officer of the Company, has notified the Company that he intends to retire after eleven years as President and CEO of the Company effective May 1, 2020. Mr. Cushman will remain in an advisory role with the Company until July 31, 2020. The Company will commence an internal and external national search for a new CEO.

 

“On behalf of the Board of Directors and our entire Company, I want to sincerely thank Dan for his transformative leadership and dedication over his eleven years as our CEO and wish him well in retirement,” said Matthew T. Moroun, Chairman of the Company’s Board of Directors. “Dan’s vision, character and commitment have been a driving force in the period of strong growth and profitability P.A.M. has achieved over the past decade, including three of the last five years being the most profitable in the Company’s history. The entire Board of Directors and management team have been privileged to work with him.”

 

“P.A.M. is well positioned for the future to create value for shareholders, and we look forward to building on Dan’s legacy of success and further strengthening the impressive leadership team he has established,” Mr. Moroun added.

 

The Board of Directors has appointed Matthew T. Moroun to serve as interim President and Chief Executive Officer of the Company effective May 1, 2020 until a permanent CEO is selected. Mr. Moroun will continue to serve as Chairman of the Board and will not receive any additional compensation for his service as interim CEO.

 

The search for a new CEO will be led by a special committee of the Board of Directors and facilitated by Pete Dwyer with HR-1 Corp. Mr. Dwyer may be reached at (586) 467-0140 or pdwyer@hr-1.net.

 

About P.A.M. Transportation Services, Inc.

 

P.A.M. Transportation Services, Inc. is a leading truckload dry van carrier transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company also provides transportation services in Mexico through its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers.

 

Forward-Looking Statements

 

Certain information included in this document contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results, prospects, plans or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, ongoing and potential future economic, business and operational disruptions and uncertainties due to the COVID-19 pandemic or other public health crises; excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; the resale value of the Company's used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; unanticipated increases in the number or amount of claims for which the Company is self-insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; litigation, including litigation related to alleged violations under the Fair Labor Standards Act and the Arkansas Minimum Wage Law; general risks associated with doing business in Mexico, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policy, including, without limitation, tariffs, import/export, trade and immigration regulations or policies; a significant reduction in or termination of the Company's trucking service by a key customer; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.