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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): June 22, 2021
 
 
 
J.B. HUNT TRANSPORT SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
 
 
Arkansas 0-11757 71-0335111
(State or other Jurisdiction of Commission File Number (IRS Employer
Incorporation or Organization)   Identification No.)
     
     
     
615 J.B. Hunt Corporate Drive    
Lowell, Arkansas 72745 (479) 820-0000
(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:
 
☐ 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
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. ☐
 
 
 
 
ITEM 4.01.         CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
 
On June 22, 2021, following a competitive request for proposals process, the Audit Committee (the “Audit Committee”) of the Board of Directors of J.B. Hunt Transport Services, Inc. (the “Company”) approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, subject to completion of PwC’s standard client acceptance process and execution of an engagement letter, and dismissed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm.
 
The reports of EY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the years ended December 31, 2020 and 2019 and the subsequent interim period through June 22, 2021: (i) the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in its reports on the Company’s financial statements for such years, and (ii) there were no “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
 
The Company provided EY with a copy of the disclosures required by Item 304 of Regulation S-K contained in this Current Report on Form 8-K and requested that EY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether EY agrees with the above statements made by the Company in this Current Report on Form 8-K and, if not, stating the respects in which it does not agree. A copy of EY’s letter, dated June 28, 2021, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
 
During the years ended December 31, 2020 and 2019 and the subsequent interim period through June 22, 2021, neither the Company nor anyone acting on the Company’s behalf consulted PwC regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions or a “reportable event” described in Item 304(a)(1)(v) of Regulation S-K.
 
ITEM 9.01.         FINANCIAL STATEMENTS AND EXHIBITS
 
(d)           Exhibits.         
 
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 28th day of June 2021.
 
 
J.B. HUNT TRANSPORT SERVICES, INC.
       
BY:
/s/ John N. Roberts, III
John N. Roberts, III
President and Chief Executive Officer
    (Principal Executive Officer)  
       
       
  BY: /s/ John Kuhlow  
    John Kuhlow  
    Chief Financial Officer,  
    Executive Vice President  
    (Principal Financial Officer)  
 
 

Exhibit 16.1

 

 

 

June 28, 2021

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Ladies and Gentlemen:

 

We have read Item 4.01 of Form 8-K dated June 28, 2021, of J.B. Hunt Transport Services, Inc. and are in agreement with the statements contained in the second, third and fourth paragraphs on page two therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

 

/s/ Ernst & Young LLP