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0000728535
0000728535
2022-07-20
2022-07-20
--12-31
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): July 20, 2022
J.B. HUNT TRANSPORT SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Arkansas
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0-11757
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71-0335111
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(State or other Jurisdiction of Incorporation or Organization
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Commission File Number
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(IRS Employer Identification No.)
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615 J.B. Hunt Corporate Drive
Lowell, Arkansas
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72745
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(479) 820-0000
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrant’s telephone number)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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JBHT
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NASDAQ
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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. ☐
The information in Item 7.01 and Exhibits 99.1 and 99.2 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 and Exhibits 99.1 and 99.2 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On July 20, 2022, the Board of Directors of J.B. Hunt Transport Services, Inc. (the “Company”) appointed Shelley Simpson to serve as President of the Company effective August 1, 2022. John N. Roberts, III will remain in his role as Chief Executive Officer of the Company.
Ms. Simpson, 50, has served as the Company’s Chief Commercial Officer since 2017 and Executive Vice President of People and Human Resources since November 2020. From 2017 to 2020, she served as the Company’s President of Highway Services, a position created by combining the Company’s executive management of its Integrated Capacity Solutions and Truckload segments. Ms. Simpson previously served as President of Integrated Capacity Solutions from 2007 to 2017 and President of Truckload from 2014 to 2017. She also served as the Company’s Chief Marketing Officer from 2011 to 2017. Ms. Simpson joined the Company in 1994.
Effective August 1, 2022, Ms. Simpson’s annual base salary will increase to $725,000. In connection with her promotion, Ms. Simpson was awarded performance-based restricted share units valued at $5 million which will vest in equal annual installments over a 10-year period with an initial vest on August 1, 2023 and subsequent vests on January 31 beginning in 2024, subject to the Company’s achievement of predetermined annual operating income targets preceding the applicable vesting date. Under the Company’s Performance Growth Initiative (PGI) bonus plan, Ms. Simpson’s eligible bonus amount will increase to a range of 75% to 125% of her annual base salary, effective August 1, 2022, consistent with the PGI bonus plan for Mr. Roberts. Her eligible bonus under the PGI bonus plan for the period from January 1 through July 31, 2022, will remain at the Executive Vice President level with a range of 50% to 100% of annual base salary. PGI bonus payments are subject to the Company’s achievement of predetermined net revenue and earnings before taxes targets for calendar year 2022. Ms. Simpson remains eligible to receive an annual bonus consistent with the Company’s annual operating income bonus plan under the previously disclosed terms of such plan.
The Company has not entered into any written employment agreement with Ms. Simpson. Ms. Simpson’s husband was employed by the Company until his retirement in 2021 and earned $192,295 in compensation from the Company during 2021.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CEO TO BOARD OF DIRECTORS
On July 20, 2022, the Company’s Board of Directors approved and adopted Amendment No. 1 to the Second Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately. Amendment No. 1 to the Bylaws updates the Bylaws to designate that the Chief Executive Officer of the Company shall be a member of the Board of Directors. The Bylaws previously provided that the President of the Company shall be a member of the Board of Directors.
The foregoing description of Amendment No. 1 to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE
On July 20, 2022, we issued a news release announcing the appointment of Shelley Simpson as President of the Company and certain other executive management changes which will be effective August 1, 2022. A copy of that news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 21, 2022, we issued a news release announcing that the Company’s Board of Directors adopted a new share repurchase program authorizing the repurchase of an additional $500 million of the Company’s common stock. A copy of that news release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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 26th day of July, 2022.
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J.B. HUNT TRANSPORT SERVICES, INC.
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BY:
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/s/ John N. Roberts, III
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John N. Roberts, III
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President and Chief Executive Officer
(Principal Executive Officer)
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BY: |
/s/ John Kuhlow |
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John Kuhlow |
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Chief Financial Officer, |
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Executive Vice President |
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(Principal Financial Officer) |
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Exhibit 3.1
AMENDMENT NO. 1 TO THE
SECOND AMENDED AND RESTATED BYLAWS
OF
J.B. HUNT TRANSPORT SERVICES, INC.
Adopted July 20, 2022
WHEREAS, the board of directors (the “Board”) of J.B. Hunt Transport Services, Inc. (the “Corporation”) deems it desirable and in the best interests of the Corporation, that the Second Amended and Restated Bylaws of the Corporation be amended, for the purpose of providing that the Chief Executive Officer of the Corporation shall be a member of the Board, as set out below.
NOW, THEREFORE, it is hereby:
RESOLVED, that Section 5.1 of Article V of the Second Amended and Restated Bylaws of the Corporation is hereby amended and replaced in its entirety to read as follows:
5.1 Positions Authorized. The officers of the Corporation shall consist of a Chairman of the Board (if one be chosen and designated to act by the Board of Directors), a Chief Executive Officer (who shall be a member of the Board of Directors), a President, one or more Vice Presidents (with such additional designations of title, if any, and duties as provided by resolution of the Board of Directors), a Secretary, a Treasurer, and one or more Assistant Secretaries and Assistant Treasurers, and such further officers as the Board of Directors or the Executive Committee may from time to time designate. Any two or more offices may be held by the same person, except the offices of President and Secretary or Assistant Secretary, provided, however, in case the Corporation has only one shareholder, any two or more offices may be held by the same person, so long as the Corporation shall have only one shareholder. The Board of Directors may designate a general counsel but such person or firm shall not thereby be deemed to be an officer of the Corporation.
DATED as of July 20, 2022.
/s/ Kirk Thompson
Chairman
ATTEST:
/s/ Jennifer Boattini
Secretary
Exhibit 99.1
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J.B. Hunt Transport Services, Inc.
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Contact: Brittnee Davie
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615 J.B. Hunt Corporate Drive
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Vice President – Marketing
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Lowell, Arkansas 72745
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press@jbhunt.com
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FOR IMMEDIATE RELEASE
J.B. HUNT ANNOUNCES SHELLEY SIMPSON AS PRESIDENT
Chief Commercial Officer and Executive Vice President of People Stepping into New Role
LOWELL, Ark., July 20, 2022 – J.B. Hunt Transport Services Inc., one of the largest supply chain solutions providers in North America, announced today the appointment of Shelley Simpson as president of the company.
The Board of Directors elected Shelley Simpson, 50, as company president effective August 1, 2022. Over Simpson’s 28-year career at J.B. Hunt, she has served 15 years in executive leadership roles, most recently as chief commercial officer and executive vice president of people and human resources, in addition to leading International Services and Corporate Marketing.
John N. Roberts, III, will remain chief executive officer and a member of the J.B. Hunt Board of Directors, a new management structure for the company.
“Over her tenure at J.B. Hunt, Shelley has worn multiple hats across our business, bringing a data-driven, experienced-based approach to every area she has led,” said Roberts. “If you look at the most disruptive areas of our company, from new technologies to global commercialization to investments in our people, Shelley’s innovative leadership has always guided us toward positive results.”
Simpson will take charge of oversight of all management duties and performance for all company business units, emerging technology, developing services and People and Human Resources.
In 2007, Simpson was named president of Integrated Capacity Solutions (ICS), a business unit she helped to create. She assumed sales and marketing executive responsibilities in 2011 as chief marketing officer. She took on additional leadership in 2014 as president of J.B. Hunt’s Truckload business segment. Simpson was named chief commercial officer and president of Highway Services in 2017 and led the strategic direction and launch of J.B. Hunt 360°®. In 2020, Simpson added responsibilities for people and human resources.
Simpson’s career at J.B. Hunt reflects the company’s progression as an innovative leader in the transportation and logistics industry, a tradition that started with company founders Johnnie Bryan and Johnelle Hunt in 1961. Since 2017, the company has nearly doubled in revenue and reported revenue of $14 billion in the trailing 12 months.
“I am grateful for John’s continued leadership and growth mindset,” said Simpson. “As our year-long 60th anniversary comes to a close, I can’t help but reflect on our company’s storied history of innovation. From leading the way as the industry’s first asset-based intermodal service provider to leveraging the benefits of technology for shippers and carriers through J.B. Hunt 360, our people have and will continue to fuel our growth through a cycle of innovation that is intrinsic to our organization.”
“We have an exceptional executive leadership team in place with an average tenure of more than 25 years at the company. As I take on this new role, I remain committed to empowering our people to continue to disrupt, adapt and accelerate and fiercely focused on driving value for our customers, with financial discipline and dedication to our mission to create the most efficient transportation network in North America,” said Simpson.
In addition to these changes, Brad Hicks will continue as president of Highway Services and will take on additional responsibilities as executive vice president of people. Hicks has been at the company for 26 years and has served in executive roles since 2017. Spencer Frazier will assume the role of executive vice president of Sales and Marketing. Frazier has been with the company for 21 years, most recently serving as senior vice president of Sales, a role he has held for the past 11 years.
J.B. Hunt operates one of the largest company-owned fleets in North America with approximately 111,000 intermodal containers, 20,000 tractors and 40,000 trailers. The company’s technology platform J.B. Hunt 360 is an industry leader in digital freight matching and provides shippers with access to nearly one million trucks through qualified third-party carriers across the country.
Ranked at 311 on the Fortune 500 list, J.B. Hunt has received numerous recognitions that include being named one of the World’s Most Admired Companies by Fortune, a Top 75 Green Supply Chain Partner by Inbound Logistics and a Military Friendly Employer by VIQTORY. J.B. Hunt was recently named a 2022 Best Employer for Diversity by Forbes for the second consecutive year. The company consistently ranks among the top of the FreightWaves FreightTech25, Transport Topics Top 100 Largest For-Hire Carriers and Transport Topics Top 50 Logistics Companies, among others.
About J.B. Hunt
J.B. Hunt Transport Services, Inc., an S&P 500 company, provides innovative supply chain solutions for a variety of customers throughout North America. Utilizing an integrated, multimodal approach, the company applies technology-driven methods to create the best solution for each customer, adding efficiency, flexibility, and value to their operations. J.B. Hunt services include intermodal, dedicated, refrigerated, truckload, less-than-truckload, flatbed, single source, final mile, and more. J.B. Hunt Transport Services, Inc. stock trades on NASDAQ under the ticker symbol JBHT and is a component of the Dow Jones Transportation Average. J.B. Hunt Transport, Inc. is a wholly owned subsidiary of JBHT. For more information, visit www.jbhunt.com.
Exhibit 99.2
| J.B. Hunt Transport Services, Inc. |
Contact: Brad Delco |
| 615 J.B. Hunt Corporate Drive |
Senior Vice President – Finance |
| Lowell, Arkansas 72745 |
(479) 820-2723 |
| (NASDAQ: JBHT) |
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FOR IMMEDIATE RELEASE
J. B. HUNT TRANSPORT SERVICES, INC. ANNOUNCES ADDITIONAL $500 MILLION SHARE REPURCHASE AUTHORIZATION
LOWELL, Ark., July 21, 2022 - J.B. Hunt Transport Services, Inc. (NASDAQ:JBHT) announced today that its Board of Directors adopted a new share repurchase program authorizing the repurchase of an additional $500 million of the Company’s common stock. The specific timing and amount of the repurchase will vary based on market conditions, cash flows, securities law limitations and other factors. The repurchase program may be suspended, extended or discontinued at any time without prior notice.
About J.B. Hunt
J.B. Hunt Transport Services, Inc., an S&P 500 company, provides innovative supply chain solutions for a variety of customers throughout North America. Utilizing an integrated, multimodal approach, the company applies technology-driven methods to create the best solution for each customer, adding efficiency, flexibility, and value to their operations. J.B. Hunt services include intermodal, dedicated, refrigerated, truckload, less-than-truckload, flatbed, single source, final mile, and more. J.B. Hunt Transport Services, Inc. stock trades on NASDAQ under the ticker symbol JBHT and is a component of the Dow Jones Transportation Average. J.B. Hunt Transport, Inc. is a wholly owned subsidiary of JBHT. For more information, visit www.jbhunt.com
