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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): January 19, 2022
 
 
 
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 5.02.         COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
 
 
On January 19 and 20, 2022, our Board of Directors, through either our Executive Compensation Committee or our independent directors, as applicable, approved the following base salaries.
 
John N. Roberts III
President, CEO
  $ 980,000  
           
John Kuhlow
CFO, EVP
  $ 475,000  
           
Shelley Simpson
CCO, EVP People and Human Resources
  $ 625,000  
           
Nicholas Hobbs
COO, President of Contract Services, EVP
  $ 625,000  
           
Darren Field
President of Intermodal, EVP
  $ 525,000  
           
Kirk Thompson
Chairman of the Board
  $ 425,000  
 
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
 
(d)
Exhibits.
 
99.1
 
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 24th day of January 2022.
 
 
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 99.1

 

 

SUMMARY OF COMPENSATION ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS

AND CHAIRMAN OF THE BOARD

 

On January 19 and 20, 2022, the Board of Directors of J.B. Hunt Transport Services, Inc. (the “Company”), through either its Executive Compensation Committee or its independent directors, as applicable, 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 January 31, 2022. The following compensation excludes awards which may be made under our Management Incentive Plan:          

 

 

           

All Other

   

Base

 

Bonus

 

Compensation

Named Executive Officer

 

Salary

 

($)

 

($)

             

John N. Roberts, III

           

President, CEO

 

$980,000

 

(1)

 

(3), (4)

             

John Kuhlow

           

CFO, EVP

 

$475,000

 

(1)

 

(3), (4)

             

Shelley Simpson

           

CCO, EVP People and Human Resources

 

$625,000

 

(1)

 

(3), (4)

             

Nicholas Hobbs

           

COO, President of Contract Services, EVP

 

$625,000

 

(1)

 

(3), (4)

             

Darren Field

           

President of Intermodal, EVP

 

$525,000

 

(1)

 

(3), (4)

             

Kirk Thompson

           

Chairman of the Board

 

$425,000

 

(2)

 

(3), (4)

             

 

 

(1)

The Company has a performance-based bonus program that is related to the Company’s operating income for calendar year 2022 (the “2022 Company Bonus Plan”). According to the 2022 Company Bonus Plan, each of the Company’s named executive officers may earn a bonus ranging from zero to 60% of the executives’ annual base salary. The Company also has a Performance Growth Incentive bonus plan for calendar year 2022 (the “2022 PGI Bonus Plan”) that is related to the Company’s net revenue and earnings before taxes for calendar year 2022. Under the plan, John Roberts, as CEO and President, may earn a bonus ranging from zero to 125% of his annual base salary. Each other named executive officer may earn a PGI bonus ranging from zero to 100% of his or her annual base salary.

 

(2)

Kirk Thompson, as Chairman of the Board, is not eligible to participate in the 2022 Company Bonus Plan or the 2022 PGI Bonus Plan.

 

(3)

The Company provides certain perquisites which are disclosed annually in the Company’s proxy statement for its Annual Meeting of Stockholders.

 

(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 $9,000 during 2022.