UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒                            Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

J.B. HUNT TRANSPORT SERVICES, INC.

615 J.B. Hunt Corporate Drive

Lowell, Arkansas 72745

479-820-0000

Internet Site: jbhunt.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held April 18, 2019

The Annual Meeting of Stockholders of J.B. Hunt Transport Services, Inc. (the Company) will be held April 18, 2019,28, 2022, at 10 a.m. (CDT) at the Company’s headquarters, located at 615 J.B. Hunt Corporate Drive in Lowell, Arkansas, for the following purposes:

	To elect Directors for a term of one (1) year
	To consider and approve an advisory resolution regarding the Company’s compensation of its named executive officers
	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2022 calendar year
	To transact such other business as may properly come before the Annual Meeting or any adjournments thereof

 

Only stockholders of record on February 12, 2019,March 8, 2022, will be entitled to vote at the meeting or any adjournments thereof. The stock transfer books will not be closed.

 

The 20182021 Annual Report to Stockholders is included in this publication.

 

By Order of the Board of Directors   JENNIFER R. BOATTINI Corporate Secretary Lowell, Arkansas March 8, 201924, 2022

J.B. HUNT TRANSPORT SERVICES, INC.

Notice of Annual Meeting

 

 

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Proxy Statement – Summary

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Proxy Statement Summary

 

 

YOUR VOTE IS IMPORTANT

PLEASE EXECUTE YOUR PROXY WITHOUT DELAY

 

J.B. HUNT TRANSPORT SERVICES, INC.

615 J.B. Hunt Corporate Drive

Lowell, Arkansas 72745

479-820-0000

Internet Site: jbhunt.com

 

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PROXY STATEMENT

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This Proxy Statement is furnished in connection with the solicitation of proxies by J.B. Hunt Transport Services, Inc. (the Company), on behalf of its Board of Directors (the Board), for the 20192022 Annual Meeting of Stockholders (the Annual Meeting). The Proxy Statement and the related proxy card are being distributed on or about March 8, 2019.24, 2022.

 

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD APRIL 18, 201928, 2022

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This Proxy Statement and our 20182021 Annual Report to Stockholders, which includes our Annual Report on Form 10-K, are available at jbhunt.com.

 

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

Item	Board RecommendationRecommendations	Further Details
Election of Directors	FOR	Page 1216
Advisory Vote on Executive Compensation	FOR	Page 6069
Ratification of Independent Registered Public Accounting Firm	FOR	Page 63
Stockholder Proposal Regarding Reporting Political Contributions	AGAINST	Page 6673

 

YOU SHOULD CAREFULLY READ THIS PROXY STATEMENT IN ITS ENTIRETY

The summary information provided above is for your convenience only and is merely a brief description of material information contained in this Proxy Statement.

 

YOUR VOTE IS IMPORTANT. IMPORTANT

IF YOU ARE A REGISTERED OWNER, YOU MAY VOTE BY INTERNET, TELEPHONE, OR BY COMPLETING, SIGNING, AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT TO US IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE

 

IF YOU ARE A BENEFICIAL OWNER, PLEASE FOLLOW THE VOTING INSTRUCTIONS OF YOUR BROKER, BANK, OR OTHER NOMINEE AS PROVIDED WITH THIS PROXY STATEMENT AS PROMPTLY AS POSSIBLE

 

J.B. HUNT TRANSPORT SERVICES, INC.

Proxy Statement

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Proxy Statement – Summary

Director Nominees

Compensation Objectives, Principles and Practices

We believe the ability to attract, retain and provide appropriate incentives for professional personnel, including the senior executive officers and other key employees of the Company is essential to maintaining the Company’scompany’s leading competitive position, thereby providing for the long-term success of the Company. The overall compensation philosophy of the Company’s Board of Directors and management is guided by the following principles:

Proxy Statement – Summary

2018 BUSINESS HIGHLIGHTS

Overview/Mission Statement

In 2021, J.B. Hunt celebrated 60 years of doing business. Both reflection and foresight reveal that our success rests on our employees navigating the complexities of the industry and creating value for customers by eliminating waste, reducing costs, establishing strong relationships and delivering exceptional service. The Board and Management recognize that the balance of sound corporate governance combined with environmental and social responsibility is the soil where healthy, sustainable business grows. This foundational model offers benefits for all stakeholders.

Our priorities are apparent in our key areas of investments - people, equipment and technology. We understand the honor of being an industry leader comes with the responsibility to keep roadways and employees safe, which we do not take for granted. It has also become increasingly important that we not only recognize the diversity throughout our value chain but create a lasting culture of inclusion that celebrates and encourages diversity in its many forms. Additionally, we feel the urgency to focus on reducing our carbon footprint and uphold our role as good stewards of the environment. Being at the forefront of the latest technology helps us to significantly improve both our efficiency and safety.

We believe that this work contributes to the success of our customers, raises the bar in our industry and gives our employees a shared purpose, which creates value for all our stakeholders. We aim to seek out and implement long-term strategies that positively shift the trajectory of the industry and, in turn, help us to accomplish our mission: to create the most efficient transportation network in North America.

Proxy Statement – Summary

Sustainability

Like the previous 60 years, 2021 was marked by progress and exploration in our sustainability journey. Our willingness to embrace a spirit of curiosity and champion diverse perspectives propels us forward while remaining people-focused keeps us grounded.

Our sustainability journey started before the word sustainability was popular and we continue to take steps to increase our efforts to share that story with our stakeholders. In 2019, the executive management team advanced these efforts with the establishment of our Sustainability Committee led by our then Chief Operations Officer, Craig Harper. Mr. Harper was named our Chief Sustainability Officer in November 2020. In 2021, under the direction of Mr. Harper and with the help of many others, J.B. Hunt was able to successfully launch its first ever Sustainability Report in accordance with the Global Reporting Initiative (GRI) Standard and in alignment with the Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) frameworks.

The Sustainability Committee is comprised of a diverse group of employees responsible for identifying opportunities to advance our measurement, management and disclosure of our sustainability efforts. The work of this group helps identify and mitigate risks such as climate-related risks and other topics within the social and governance aspects of sustainability, including diversity and sustainable procurement. Members of the Committee regularly present to our Nominating and Corporate Governance Committee on the Company’s efforts and investments made to reduce our greenhouse gas (GHG) emissions as part of its oversight of fossil fuel efficiency and progress on reducing the Company’s environmental impact.

	Environmental Matters The Company recognizes that reducing GHG emissions in our business is important to our stockholders, our customers, the communities we serve, the global environment and ultimately the future success of our Company. Increasingly, our customers are making environmental responsibility a priority in their business decision-making, and the same is true for the Company. We’ve worked hard to create solutions to reduce carbon emissions and maintain sound environmental and social responsibility while reducing costs and meeting or exceeding our customers’ operational needs. Our business strategy continues to work toward and prepare for the low-carbon transition and constantly evolves to offer the necessary mix of transportation and logistics services to minimize our carbon footprint. We’re constantly seeking sustainable solutions to address capacity and efficiency through technology. Technology-driven initiatives from the past year that support our climate strategy efforts and address capacity issues include: ●     Working with Google to collaborate on next-generation supply chain platform technology and expand the J.B. Hunt 360°® platform to increase efficiencies and enhance visibility across the supply chain ●     Integrating the freight-matching platform within J.B. Hunt 360 with KeepTruckin’s Smart Load Board and SAP® ERP to provide greater visibility into capacity and offer carriers freight opportunities that better align with their operations

Proxy Statement – Summary

J.B. Hunt Corporate Responsibility

Overview/Mission Statement

With a pastWe remain encouraged by the advancements being made with alternative fuel vehicles and present more than 50 years inwe believe that they have the making, we know how important it ispotential to look toward the future. We believe doing business today in ways that help preserve and protect the people we serve and the world in which we live is the best waysignificantly reduce our Scope 1 emissions. However, until economically viable alternatives are available, challenges to take care of business. From reducingfurther reduce our carbon emissions include but are not limited to the availability of commercial diesel-powered equipment and our ability to convert over-the-road (OTR) shipments to rail through our intermodal service offering, which on average reduces a shipment’s carbon footprint and keeping the roads safer to embracing the diversity of our customers and people, we’re in it for the long haul. We do what we can to make business decisions that have a positive impact on the things that matter most.by 60% versus highway truck transportation.

Environmental Stability

At J.B. Hunt, we put forth a deliberate effort to make business decisions that have a positive impact on the environment. The Company is in an industry that utilizesAs fossil fuels represent a significant component of operating costs, management is continually working to operate and generate profits. Management is conscious ofminimize the environmental effects of its operations and strives to be a good steward in the use of nonrenewable resources. Management is committed to monetizing the efficient use of fossil fuels,volume used, such as adopting the most advanced technologies provided from original equipment manufacturers (OEM), utilizing aftermarket products to reduce fuel burn, adopting policies to incentivize reduced fuel burn and assisting manufacturers in developing commercially viable alternative fuel sources.

Annually, management will present its progress in growing intermodal load conversions from highway transportationThe Company recognizes that reducing our carbon footprint is a continuous journey, and its progress towards improving its fleet MPG though its efficiency efforts and adoption of commercially viable alternative fuel sourceswe believe the following items support our commitment to the Nominating and Governance Committee as part of its oversight of fossil fuel efficiency andreducing our environmental impact progress.

Proxy Statement – Summary

We are dedicated to creating a more sustainable supply chain for our customers.impact:

Social Matters J.B. Hunt added its first ever all-electric, medium-duty box trucksrecognizes that operating a successful, sustainable business means acknowledging and addressing important and relevant social issues with sincerity. As a company, we support numerous initiatives in many ways that reflect the values most important to its private fleet. The trucks have zero tailpipe emissions, eliminatingour employees, customers, and the noisecommunities where we operate. With over 33,000 J.B. Hunt employees across North America (~22,000 of which are our truck drivers), we believe our focus on safety, career development, fostering a diverse and carbon footprint of similar trucks.inclusive workplace and giving back to the communities we serve are among our highest priorities.

Proxy Statement – Summary

Social Issues

Doing business to the best of our ability also means acknowledging and addressing important social issues. As a company, we support numerous initiatives that reflect the values most important to our customers and employees.

We cover a lot of miles in this business in the communities we serve and across the country. The people we encounter—employees, customers, and vendors—share diverse backgrounds and an equally diverse range of interests and passions. J.B. Hunt puts forth its best effort to support initiatives reflecting the company values which are most near and dear to the hearts of those we serve each day.

Public Safety

Our commitment to safety, which is a cornerstone of our business, has not deterred us from our goal of providing best-in-class service to our customers. Ensuring the roads are safe for our drivers and everyone on the roadmotoring public is important to us.us as a key social responsibility and as a business concern. We train drivers extensively to understand and comply with all required safety measures.

J.B. Hunt has made considerable investments in safety over the past 20 years. Safetylast two decades because first and foremost, it is a core valuethe right thing to do, and part of our corporate culture. It just has to be.it is an investment with almost immeasurable returns. We share the road with millions of people across the country every day, and our livelihood depends on keeping those roads as safe as possible for everyone. In addition to complying with industry-relevant laws and mandates, J.B. Hunt makes its contribution to public road safety in a variety of ways — driver training, drug testing and investing in technologies that make drivers and equipment safer.

We have continuously maintained a satisfactory safety rating from the Federal Motor Carrier Safety Administration (FMCSA) since 1992. Our out-of-service (OOS) rates for vehicle, driver and HAZMAT fall substantially below reported national averages in the FMCSA’s Safety Measurement System (SMS).and Fitness Electronic Records (SAFER) System. In CSA (Compliance, Safety, Accountability), our safety performance falls below the threshold inof FMCSA’s on-road safety performance BASICs (Behavior Analysis and Safety Improvement Categories) for unsafe driving, hours of service (HOS), driver fitness, controlled substance/alcohol, vehicle maintenance, and crash indicator.

Proxy Statement – Summary

in all categories.

Public safety is further promoted through smart purchasing decisions. As new safety technologies are made available, we carefully evaluate each to determine the overall impact and benefit they could bring to our drivers, trucks and equipment.

COVID-19: Employee Safety And Health

In 2021, the complexities of the novel coronavirus (COVID-19) only intensified. We are proud of the role J.B. Hunt essential workers have played throughout the COVID-19 pandemic to keep supply chains moving and deliver essential goods. The health and well-being of our workforce is a priority as reflected by our cultural commitment to safety. We strive to conduct all of our operations as safely as possible.

In 2020, we deployed our resources to support COVID-19 relief efforts in our communities including distributing nearly 300,000 pieces of PPE to medical facilities in Northwest Arkansas. We also provided a one-time bonus of $500, totaling $14 million, for drivers and personnel at field operations and customer facilities supporting the drivers who kept the country’s freight moving as the effects of the COVID-19 pandemic were beginning to take hold.

And we have continued to provide support to our people and communities. Since February 2021, we have hosted COVID-19 vaccine clinics at J.B. Hunt corporate headquarters in conjunction with Northwest Arkansas Council. To date, more than 34,000 doses have been given out to our local community and even more at various company facilities throughout the country.

People Matters

Despite operating over 166,000 pieces of transportation equipment, our single greatest asset is our people. J.B. Hunt strives to provide a supportive and safe work environment for its employees where diverse and innovative ideas can be fostered to solve problems and provide value-added services for our customers. In addition to our employees; our customers, vendors and the communities where we operate also share diverse backgrounds and an equally diverse range of interests and passions. J.B. Hunt puts forth its best effort to support initiatives reflecting the company values that are shared with its stakeholders.

Governance Highlights

We believe that good corporate governance helps to ensure the Company is managed for the long-term benefit of all of our stockholdersstakeholders and accordingly observe the following key corporate governance principles:

Proxy Statement – Summary

ACCOLADESAccolades

While the roots of innovation stretch as far back as the business’s beginnings, some of J.B. Hunt’s latest implementations are definitive of a cutting-edge company. From helping businesses operate more effectively to enhancing the safety of its company fleet, J.B. Hunt is developingoperates in a highly competitive industry which requires an intense focus on continuous improvement across all aspects of the business. From introducing innovative and implementing newdisruptive technologies that through human insight and artificial intelligence, complement its commitmentdrive efficiencies in operations, to creatingchampioning for enhancements to industry safety standards, we remain committed to our mission to create the most efficient transportation systemsnetwork in the North America. In 2021, J.B. Hunt is proud to have been recognized with the following:

Recognitions

PROPOSAL ONE
Election of Directors

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL NUMBER ONE

Our Board nominates Douglas G. Duncan, Francesca M. Edwardson, Wayne Garrison, Sharilyn S. Gasaway, Gary C. George, Thad Hill, Bryan Hunt, Coleman H. Peterson,Gale V. King, John N. Roberts, III, James L. Robo, and Kirk Thompson as directors to hold office for a term of one year, expiring at the close of the 20202023 Annual Meeting of Stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The Board believes that these incumbent directors standing for re-electiondirector nominees are well-qualified and experienced to direct and manage the Company’s operations and business affairs and will represent the interests of the stockholders as a whole. Biographical information on each of these nominees is set forth below in “Nominees for Director.”

If any director nominee becomes unavailable for election, which is not anticipated, the named proxies will vote for the election of such other person as the Board may nominate, unless the Board resolves to reduce the number of directors to serve on the Board and thereby reduce the number of directors to be elected at the Annual Meeting.

PROPOSAL 1

The Board of Directors unanimously recommends a vote FOR each of the director nominees listed herein

INFORMATION YOU NEED TO MAKE AN INFORMED DECISION

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Number of Directors and Term of Directors and Executive Officers

The Company’sAmended and Restated Bylaws of J.B. Hunt Transport Services, Inc. (the Bylaws) provide that the number of directors shall not be less than three or more than 12, with the exact number to be fixed by the Board. The Board currently consists of 10eleven directors. Directors serve a term of one year from their election date to the Annual Meeting of Stockholders.Meeting.

Directors are elected by a majority of votes cast with respect to each director, provided that the number of nominees does not exceed the number of directors to be elected.

TheAt the Company’s Annual Meeting, the stockholders of the Company elect at the Company’s Annual Meeting successors for directors whose terms have expired. The Board elects members to fill new membership positions and vacancies in unexpired terms on the Board. No director will be eligible to stand for re-election or be elected to a vacancy once he or she has reached 72 years of age. Executive officers are elected by the Board and hold office until their successors are elected and qualified or until their earlier death, retirement, resignation, or removal.

PROPOSAL ONE Election of Directors

NOMINEES FOR DIRECTOR

Terms expire 20192023

Douglas G. Duncan Age: 6871 Director Since: 2010 Committees:Committees Upon Election: Audit Committee, Nominating and Corporate Governance Committee PrinciplePrincipal Occupation: FedEx Freight Corporation (retired) Recommendation: The Board has determined that Mr. Duncan’s 30-years of transportation experience, including management positions in operations, sales and marketing and ultimately chief executive officer, qualify him to continue to serve as a Director of the Company. Experience: Mr. Duncan retired as President and Chief Executive Officer of FedEx Freight Corporation, a wholly owned subsidiary of FedEx Corporation in February 2010. FedEx Freight Corporation is a leading provider of regional and national less-than-truckload (LTL) freight services. Mr. Duncan was the founding chief executive officer of FedEx Freight. He also served on the Strategic Management Committee of FedEx Corporation. Before the formation of FedEx Freight, he served for two years as President and Chief Executive Officer of Viking Freight. He served on the Executive Committee of the American Trucking Associations and as Chairman of the American Transportation Research Institute. A graduate of Christopher Newport University, Mr. Duncan served on the university’s Board of Visitors. Other Directorships (Prev. 5 Yrs.): Benchmark Electronics, Inc. (Chair of the Nominating and Governance Committee), Brambles LTD Family Relationships: None

Recommendation: The Board has determined that Mr. Duncan’s 30 years of transportation experience, including management positions in operations, sales, and marketing and ultimately as chief executive officer, qualify him to continue to serve as a Director of the Company.

Experience: Mr. Duncan retired as President and Chief Executive Officer of FedEx Freight Corporation, a wholly owned subsidiary of FedEx Corporation, in February 2010. FedEx Freight Corporation is a leading provider of regional and national less-than-truckload (LTL) freight services. Mr. Duncan was the founding chief executive officer of FedEx Freight. He also served on the Strategic Management Committee of FedEx Corporation. Before the formation of FedEx Freight, he served for two years as President and Chief Executive Officer of Viking Freight. He served on the Executive Committee of the American Trucking Associations and as Chairman of the American Transportation Research Institute. A graduate of Christopher Newport University, Mr. Duncan served on the university’s Board of Visitors.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Benchmark Electronics, Inc. (Chair of Nominating and Governance Committee), Brambles LTD

Other Directorships – Private Organizations (Prev. 5 Yrs.): None

Family Relationships: None

Francesca M. Edwardson Age: 6164 Director Since: 2011 Committees:Committees Upon Election: Audit Committee, Nominating and Corporate Governance Committee Principal Occupation: American Red Cross of Chicago and Northern Illinois (retired)

Recommendation: The Board has determined that Ms. Edwardson continues to qualify to serve as a Director of the Company based on her lengthy and successful experience in both the transportation industry and legal environment, which provide respected insight and guidance to both the Board and management.

Experience: Ms. Edwardson retired as the Chief Executive Officer of the American Red Cross of Chicago and Northern Illinois, a business unit of the American Red Cross, in 2016, a position she had held since 2005. She previously served as Senior Vice President and General Counsel for UAL Corporation, a predecessor company to United Airlines Holdings, Inc. She has also been a partner in the law firm of Mayer Brown and the Executive Director of the Illinois Securities Department. Ms. Edwardson is a graduate of Loyola University in Chicago, Illinois, holding degrees in economics and law.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Duluth Holdings, Inc. (Chair of Compensation Committee)

Other Directorships – Private Organizations: Rush University Medical Center, Lincoln Park Zoo (Chair of Nominating Committee)

Family Relationships: None

Wayne Garrison Age: 69 Director Since: 1981 Committees Upon Election: None Principal Occupation: J.B. Hunt Transport Services, Inc. (retired)

Recommendation: The Board has determined that Mr. Garrison’s extensive experience in the industry and over 40 years with J.B. Hunt in multiple roles provides invaluable experience to the Board and stockholders, qualifying him to continue to serve as a Director of the Company.

Experience: Mr. Garrison served as Chairman of the Board of the Company from 1995 to December 31, 2010, and continues to serve as a member of the Board of Directors. Joining the Company in 1976 as Plant Manager, Mr. Garrison has also served as Vice President of Finance in 1978, Executive Vice President of Finance in 1979, President in 1982, Chief Executive Officer in 1987 and Vice Chairman of the Board from January 1986 until May 1991.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

Other Directorships – Private Organizations (Prev. 5 Yrs.): None

Family Relationships: None

Sharilyn S. Gasaway Age: 53 Director Since: 2009 Committees Upon Election: Audit Committee (Chair), Executive Compensation Committee, Nominating and Corporate Governance Committee PrinciplePrincipal Occupation: American Red Cross of Greater ChicagoAlltel Corp. (retired) Recommendation: The Board has determined that Ms. Edwardson continues to qualify to serve as a Director of the Company based on her lengthy and successful experience in both the transportation industry and legal environment, which provide respected insight and guidance to both the board and management. Experience: Ms. Edwardson retired as the Chief Executive Officer of the American Red Cross of Chicago and Northern Illinois, a business unit of the American Red Cross, in 2016, a position she held since 2005. She previously served as Senior Vice President and General Counsel for UAL Corporation, a predecessor company to United Continental Holdings, Inc. She has also been a partner in the law firm of Mayer Brown and the Executive Director of the Illinois Securities Department. Ms. Edwardson is a graduate of Loyola University in Chicago, Illinois, holding degrees in economics and law. Other Directorships (Prev. 5 Yrs.): Duluth Holdings, Inc (Chair of Compensation Committee), Rush University Medical Center, Lincoln Park Zoo

Recommendation: The Board has determined that Ms. Gasaway’s experience in accounting, finance, mergers and acquisitions, and regulatory matters, all gained through her extended tenures within the financial environment, which provide unquestionable value to the Company, qualify her to continue to serve as a Director of the Company.

Experience: Ms. Gasaway served as Executive Vice President and Chief Financial Officer of Alltel Corp., the Little Rock, Arkansas-based Fortune 500 wireless carrier, from 2006 to 2009. She was part of the executive team that spearheaded publicly traded Alltel’s transition through the largest private equity buyout in the telecom sector and was an integral part of the successful combination of Alltel and Verizon. She also served as Alltel’s Corporate Controller and Principal Accounting Officer from 2002 to 2006. Joining Alltel in 1999, she served as Director of General Accounting, Controller, and Vice President of Accounting and Finance. Prior to joining Alltel, she worked for eight years at Arthur Andersen LLP. Ms. Gasaway has a degree in accounting from Louisiana Tech University and is a Certified Public Accountant.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Genesis Energy, LP (Chair of Audit Committee), Waddell & Reed Financial, Inc. (Chair of Audit Committee) (No longer publicly traded)

Other Directorships – Private Organizations (Prev. 5 Yrs.): Louisiana Tech University Foundation, Louisiana Tech University College of Business Advisory Board, Arkansas Children’s, Inc., Arkansas Children’s Foundation

Family Relationships: None

J.B. HUNT TRANSPORT SERVICES, INC.

Proxy Statement

13

PROPOSAL ONE Election of Directors

Wayne Garrison Age: 66 Director Since: 1981 Committees: None Principle Occupation: J.B. Hunt Transport Services, Inc. (retired) Recommendation: The Board has determined that Mr. Garrison’s extensive experience in the industry and over 40 years with J.B. Hunt in multiple roles provides invaluable experience to the board and stockholders, qualifying him to continue to serve as a Director of the Company. Experience: Mr. Garrison served as Chairman of the Board of the Company from 1995 to December 31, 2010, and continues to serve as a member of the Board of Directors. Joining the Company in 1976 as Plant Manager, Mr. Garrison has also served as Vice President of Finance in 1978, Executive Vice President of Finance in 1979, President in 1982, Chief Executive Officer in 1987 and Vice Chairman of the Board from January 1986 until May 1991. Other Directorships (Prev. 5 Yrs.): None Family Relationships: None

Sharilyn S. Gasaway Age: 50 Director Since: 2009 Committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee Principle Occupation: Alltel Corp. (retired) Recommendation: The Board has determined that Ms. Gasaway’s experience in accounting, finance, mergers and acquisitions, and regulatory matters, all gained through her extended tenures within the financial environment, which provide unquestionable value to the Company, qualify her to continue to serve as a Director of the Company. Experience: Ms. Gasaway served as Executive Vice President and Chief Financial Officer of Alltel Corp., the Little Rock, Arkansas-based Fortune 500 wireless carrier, from 2006 to 2009. She was part of the executive team that spearheaded publicly traded Alltel’s transition through the largest private equity buyout in the telecom sector and was an integral part of the successful combination of Alltel and Verizon. She also served as Alltel’s Corporate Controller and Principal Accounting Officer from 2002 to 2006. Joining Alltel in 1999, she served as Director of General Accounting, Controller, and Vice President of Accounting and Finance. Prior to joining Alltel, she worked for eight years at Arthur Andersen LLP. Ms. Gasaway has a degree in accounting from Louisiana Tech University and is a Certified Public Accountant. Other Directorships (Prev. 5 Yrs.): Genesis Energy, LP (Chair of Audit Committee), Waddell & Reed Financial, Inc., Louisiana Tech University Foundation, Louisiana Tech University College of Business Advisory Board, Arkansas Children’s, Inc., Arkansas Children’s Foundation Family Relationships: None

PROPOSAL ONE Election of Directors

Gary C. George Age: 6871 Director Since: 2006 Committees:Committees Upon Election: Nominating and Corporate Governance Committee (Chair), Executive Compensation Committee PrinciplePrincipal Occupation: George’s Inc. Recommendation: The Board has determined that Mr. George continues to qualify to serve as a Director of the Company based on his extensive business and management knowledge gained through his leadership of a large diversified corporation. Experience: Mr. George is Chairman of George’s, Inc., a private, fully integrated poultry company with operations in Arkansas, Missouri, Virginia and Tennessee. He is a graduate of the University of Arkansas with a degree in business administration. He served on the Board of Trustees for the University of Arkansas from 1995 through 2005 and was Chairman of the Board of Trustees in 2005. Other Directorships (Prev. 5 Yrs.): Legacy National Bank (Chairman), Arkansas Children’s, Inc., Arkansas Children’s Northwest, National Chicken Council Family Relationships: None

Recommendation: The Board has determined that Mr. George continues to qualify to serve as a Director of the Company based on his extensive business and management knowledge gained through his leadership of a large, diversified corporation.

Experience: Mr. George is Chairman of George’s, Inc., a private, fully integrated poultry company with operations in Arkansas, Missouri, Virginia, and Tennessee. He is a graduate of the University of Arkansas with a degree in business administration. He served on the Board of Trustees for the University of Arkansas from 1995 through 2005 and was Chairman of the Board of Trustees in 2005.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

Other Directorships – Private Organizations (Prev. 5 Yrs.): Legacy National Bank (Chairman), Arkansas Children’s, Inc., Arkansas Children’s Northwest, National Chicken Council

Family Relationships: None

Bryan HuntThad (John B., III) Hill Age: 6054 Director Since: 19912021 Committees:Committees Upon Election: NoneExecutive Compensation Committee, Nominating and Corporate Governance Committee PrinciplePrincipal Occupation: Hunt Automotive GroupCalpine Corporation

Recommendation: The Board has determined that Mr. Hunt’s historical and current knowledge of the company and valuable contributions to the Board has determined that Mr. Hill’s expertise in financial and capital markets and experience leading a diverse and geographically dispersed workforce qualify him to serve as a Director of the Company.

Experience: Mr. Hill is President and Chief Executive Officer for Calpine Corporation (Calpine), one of the nation’s largest independent competitive power companies, operating power plants and retail businesses in 22 states and Ontario, Canada. Mr. Hill has led Calpine since 2014, when he was promoted from President and Chief Operating Officer to his current position. Prior to joining Calpine, he was Executive Vice President of NRG Energy and President of NRG Texas, where he was responsible for NRG’s largest regional business. Mr. Hill received his Bachelor of Arts degree from Vanderbilt University magna cum laude and his Master of Business Administration degree from the Amos Tuck School of Dartmouth College, where he was elected an Edward Tuck Scholar.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Calpine Corporation (No longer publicly traded)

Other Directorships – Private Organizations (Prev. 5 Yrs.): Amos Tuck School of Dartmouth College, Episcopal High School, Greater Houston Partnership (Chairman of the Board)

Family Relationships: None

Experience:Proposal 1     Mr. Hunt served as an employee of the Company from 1983 through 1997. He is the Managing Member of Best Buy Here Pay Here of Arkansas, a private company with used-car operations in Arkansas, Missouri and Oklahoma; Progressive Car Finance, a private company that provides subprime financing for automobile dealers; and 71B Auto Auction and I-135 Auto Auction, both private companies engaged in the auction of automobiles, trucks, boats and other motor vehicles to dealers and the general public in Arkansas and Kansas. A graduate of the University of Arkansas, he has a degree in marketing and transportation. Other Directorships (Prev. 5 Yrs.): The New School Family Relationships: Son of co-founders J.B. and Johnelle Hunt ELECTION OF DIRECTORS

J.B. HUNT TRANSPORT SERVICES, INC.

Proxy Statement

15 Bryan Hunt Age: 63 Director Since: 1991 Committees Upon Election: None Principal Occupation: Hunt Automotive Group

PROPOSAL ONERecommendation: The Board has determined that Mr. Hunt’s historical and current knowledge of the company and valuable contributions to the Board of J.B. Hunt since 1991 continue to qualify him to serve as a Director of the Company.

Experience: ElectionMr. Hunt served as an employee of Directorsthe Company from 1983 through 1997. He is the Managing Member of Best Buy Here Pay Here of Arkansas, a private company with used-car operations in Arkansas, Missouri, and Oklahoma; Progressive Car Finance, a private company that provides subprime financing for automobile dealers; and 71B Auto Auction and 71B Mobile Auto Auction, both private companies engaged in the auction of automobiles, trucks, boats, and other motor vehicles to dealers and the general public in Arkansas and Kansas. A graduate of the University of Arkansas, he has degrees in marketing and transportation.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

Other Directorships – Private Organizations (Prev. 5 Yrs.): The New School

Family Relationships: Son of co-founders J.B. and Johnelle Hunt

Coleman H. PetersonGale V. King Age: 7065 Director Since: 20042020 Committees:Committees Upon Election: Executive Compensation Committee, (Chair), Nominating and Corporate Governance Committee Principle Occupation: Hollis Enterprises, LLC Recommendation:Principal Occupation: The Board has determined that Mr. Peterson’s vast experience within the discipline of human resource management, including his lengthy tenure with a large international corporation, provides valuable guidance to the organization, qualifying him to continue to serve as a Director of the Company. Experience: Mr. Peterson is the President and CEO of Hollis Enterprises LLC, a human resources consulting firm founded in 2004. He is retired from Wal-Mart Stores, Inc. as Executive Vice President of its People Division. During his tenure, Mr. Peterson was responsible for recruitment, retention and development of the world’s largest corporate workforce. Prior to his experience with Wal-Mart, Mr. Peterson spent 16 years with Venture Stores, with his last position being Senior Vice President of Human Resources. He holds bachelor’s and master’s degrees from Loyola University of Chicago. Other Directorships (Prev. 5 Yrs.): Cracker Barrel Old Country Store, Inc. (Chair Compensation Committee), Build-A-Bear Workshop Family Relationships: NoneNationwide Mutual Insurance Co. (retired)

Recommendation: The Board has determined that Ms. King’s experience and expertise in the areas of human capital management, diversity, equity and inclusion, leading the Human Resources organization within a Fortune 100 company, together with her established strategic and operational leadership success as a senior executive provide valuable guidance to the organization, qualifying her to serve as a Director of the Company.

Experience: Ms. King retired as Executive Vice President and Chief Administrative Officer for Nationwide Mutual Insurance Co. (Nationwide), a Fortune 100 financial services company with approximately 26,000 employees in July 2021. Her accountabilities included Nationwide’s Human Resources, Corporate Real Estate, Corporate Security, and Aviation operations. Prior roles included Nationwide’s Executive Vice President and Chief Human Resources Officer from 2009 to 2012. She holds bachelor’s and master’s degrees from the University of Florida.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): AutoZone, Inc. (Member of Compensation Committee)

Other Directorships – Private Organizations (Prev. 5 Yrs.): The University of Florida Foundation, Inc. (Member of Talent Management Committee and Past Chair), The Executive Leadership Council (Member of Finance Committee), Columbus Women’s Commission, National Urban League (Vice Chair), Columbus Museum of Art

Family Relationships: None

20	John N. Roberts, III Age: 54 Director Since: 2010 Committees: None Principle Occupation: President and Chief Executive Officer, J.B. Hunt Transportation Services, Inc.HUNT TRANSPORT SERVICES, INC.     Proxy Statement

Recommendation:Proposal 1     The Board has determined that Mr. Roberts continues to qualify to serve as a Director of the Company based on his continual success while serving as the Company’s current President and Chief Executive Officer. Experience: Mr. Roberts is the Company’s President and Chief Executive Officer. A graduate of the University of Arkansas, he served as Executive Vice President and President of Dedicated Contract Services from 1997 to December 31, 2010. Joining the Company in 1989, he began his career as a Management Trainee and subsequently served as an EDI Services Coordinator, Regional Marketing Manager for the Intermodal and Truckload business units, Business Development Executive for DCS and Vice President of Marketing Strategy for the Company. Other Directorships (Prev. 5 Yrs.): Federal Reserve Bank of St. Louis, Arkansas Children’s Northwest Family Relationships: None ELECTION OF DIRECTORS

16

John N. Roberts, III Age: 57 Director Since: 2010 Committees Upon Election: None Principal Occupation:J.B. HUNT TRANSPORT SERVICES, INC.

Proxy StatementHunt Transport Services, Inc.

PROPOSAL ONERecommendation: The Board has determined that Mr. Roberts continues to qualify to serve as a Director of the Company based on his continual success while serving as the Company’s current President and Chief Executive Officer.

Experience: ElectionMr. Roberts is the Company’s President and Chief Executive Officer. A graduate of Directorsthe University of Arkansas, he served as Executive Vice President and President of Dedicated Contract Services from 1997 to December 31, 2010. Joining the Company in 1989, he began his career as a Management Trainee and subsequently served as an EDI Services Coordinator, Regional Marketing Manager for the Intermodal and Truckload business units, Business Development Executive for DCS, and Vice President of Marketing Strategy for the Company.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): None

Other Directorships – Private Organizations (Prev. 5 Yrs.): Federal Reserve Bank of St. Louis, Arkansas Children’s Northwest

Family Relationships: None

James L. Robo Age: 5659 Director Since: 2002 Committees:Committees Upon Election: AuditExecutive Compensation Committee (Chair), Nominating and Corporate Governance Committee, Independent Lead Director PrinciplePrincipal Occupation:NextEra Energy, Inc. Recommendation: The Board has determined that Mr. Robo’s financial expertise, leadership experience, and business experience gained through his leadership of a large complex corporation, qualify him to continue to serve as a Director of the Company. Experience: Mr. Robo is Chairman and Chief Executive Officer of NextEra Energy, Inc., a leading clean energy company. He is Chairman of the company’s rate-regulated electric utility subsidiary, Florida Power & Light Company, as well as Chairman and CEO of NextEra Energy Partners, LP, a growth-oriented limited partnership formed by NextEra Energy to acquire, manage and own contracted clean energy projects. Prior to joining NextEra Energy in 2002, Mr. Robo spent 10 years at General Electric Company. He served as President and Chief Executive Officer of GE Mexico from 1997 until 1999 and as President and Chief Executive Officer of the GE Capital TIP/Modular Space division from 1999 until February 2002. From 1984 through 1992, Mr. Robo worked for Mercer Management Consulting. He received a BA summa cum laude from Harvard College and an MBA from Harvard Business School, where he was a Baker Scholar. Other Directorships (Prev. 5 Yrs.): NextEra Energy, Inc. (Chairman), NextEra Energy Partners, LP (Chairman) Family Relationships: None

Kirk Thompson Age: 65 Director Since: 1985 Committees: None Principle Occupation: Chairman of the Board, J.B. Hunt Transportation Services, Inc. Recommendation: The Board has determined that Mr. Thompson’s extensive experience in the industry and over 40 years with J.B. Hunt in multiple roles provides invaluable experience to the organization and qualify him to continue to serve as a Director of the Company. Experience: Mr. Thompson is the Company’s Chairman of the Board. He served as President and Chief Executive Officer from 1987 to December 31, 2010. A graduate of the University of Arkansas and a Certified Public Accountant, Mr. Thompson joined the Company in 1973. He served as Vice President of Finance from 1979 until 1984, Executive Vice President and Chief Financial Officer until 1985, and President and Chief Operating Officer from 1986 until 1987, when he was elected President and Chief Executive Officer. Other Directorships (Prev. 5 Yrs.): Rand Logistics,

Recommendation: The Board has determined that Mr. Robo’s financial expertise, leadership experience, and business experience gained through his leadership of a large complex corporation, qualify him to continue to serve as a Director of the Company.

Experience: Mr. Robo is Executive Chairman of NextEra Energy, Inc., a leading clean energy company. He is also Executive Chairman of NextEra Energy Partners, LP, a growth-oriented limited partnership formed by NextEra Energy to acquire, manage, and own contracted clean energy projects as well as formally serving as Chairman of the company’s rate-regulated electric utility subsidiary, Florida Power & Light Company. Prior to joining NextEra Energy in 2002, Mr. Robo spent ten years at General Electric Company. He served as President and Chief Executive Officer of GE Mexico from 1997 until 1999 and as President and Chief Executive Officer of the GE Capital TIP/ Modular Space division from 1999 until February 2002. From 1984 through 1992, Mr. Robo worked for Mercer Management Consulting. He received a Bachelor of Arts summa cum laude from Harvard College and an Master of Business Administration from Harvard Business School, where he was a Baker Scholar.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): NextEra Energy, Inc. (Chairman), NextEra Energy Partners, LP (Chairman)

Other Directorships – Private Organizations (Prev. 5 Yrs.): None

Family Relationships: None

Kirk Thompson Age: 68 Director Since: 1985 Committees Upon Election: None Principal Occupation: J.B. Hunt Transport Services, Inc.

Recommendation: The Board has determined that Mr. Thompson’s extensive experience in the industry and over 45 years with J.B. Hunt in multiple roles provide invaluable experience to the organization and qualify him to continue to serve as a Director of the Company.

Experience: Mr. Thompson is the Company’s Chairman of the Board. He served as President and Chief Executive Officer from 1987 to December 31, 2010. A graduate of the University of Arkansas and a Certified Public Accountant, Mr. Thompson joined the Company in 1973. He served as Vice President of Finance from 1979 until 1984, Executive Vice President and Chief Financial Officer until 1985, and President and Chief Operating Officer from 1986 until 1987, when he was elected President and Chief Executive Officer.

Other Directorships - Publicly Held Companies (Prev. 5 Yrs.): Rand Logistics, Inc. (No longer publicly traded)

Other Directorships – Private Organizations (Prev. 5 Yrs.): None

Family Relationships: None

PROPOSAL ONE Election of Directors

DIRECTOR COMPENSATION

Overview of Nonemployee Director Compensation Program

The Company pays only nonemployee directors for their services as directors. Directors who are also officers or employees of the Company are not eligible to receive any of the compensation described below.

For the annual period between the Company’s 20182021 and 20192022 Annual Meetings, compensation for nonemployee directors serving on the Board was as follows:

No changes were madeIn January 2022, the Executive Compensation Committee reviewed a summary of various compensation packages awarded to directors of the aboveCompany’s peer group compiled by Meridian Compensation Partners, LLC. Based on this review, the Executive Compensation Committee recommended and the Board of Directors approved the following compensation schedule for nonemployee directors for the annual period between the Company’s 2019 and 2020beginning after our 2022 Annual Meetings.Meeting:

Process for Reviewing and Setting Nonemployee Director Compensation

The Executive Compensation Committee reviews the adequacy and competitiveness of the nonemployee director compensation program annually and makes recommendations to the full Board for approval. Each year, the Committee directs its compensation consultant to provide an independent assessment of the Company’s nonemployee director compensation program. The consultant analyzes and compares the Company’s program against the same peer group used to benchmark executive officer compensation (see page 3845 for further details about the peer group). The Committee targets total nonemployee director compensation levels at a competitive range of peer group total compensation. The Committee also considers total aggregate Board compensation and other factors when making recommendations to the Board for approval.

Nonemployee Board of Director Compensation Paid in Calendar Year 2018

(1) Reimbursement of expenses to attend Board and Committee meetings

Each nonemployee member of the Board had the choice of receiving his or her annual retainer of $215,000 in Company stock, cash or any combination thereof. Those directors choosing to receive their full retainer in Company stock received 1,772 shares based on the $121.27 closing market price on April 19, 2018. Sharilyn S. Gasaway elected to receive half of her retainer in stock, totaling 886 shares, based on the closing market price shown above. Douglas G. Duncan, Wayne Garrison, and Bryan Hunt elected to receive their annual retainer in cash.

To more closely align his or her interests with those of the stockholders, each Board member is required to own three times his/her estimated annual compensation in Company stock within five years of his/her initial stockholder election to the Board. All Board members comply with this requirement.

Nonemployee members of the Board did not participate in either a company-sponsored pension or deferred compensation plan in calendar year 2018.

PROPOSAL ONE Election of Directors

Chairman of the Board

The role of Chairman of the Board is an employed executive position of the Company. Therefore, the Chairman of the Board participates in all primary compensation components available to executive officers of the Company as discussed in our Compensation Discussion and Analysis of this Proxy Statement, with the exception of short-term cash incentive awards and long-term equity incentive awards. He does not receive any director fees for his service on the Company’s Board of Directors.

ChairmanBoard of Director Compensation Paid in Calendar Year 20182021

��

(1) Includes $9,500$10,000 taxable allowance for financial counseling services and $3,270$5,891 Company contributions to 401(k) plan.

Each nonemployee member of the Board had the choice of receiving his or her annual retainer of $245,000 in Company stock, cash, or any combination thereof. Those directors choosing to receive their full retainer in Company stock received 1,444 shares based on the $169.59 closing market price on April 22, 2021. Gary George elected to receive half of his retainer in stock, totaling 722 shares, and Douglas G. Duncan elected to receive 30% of his retainer in stock, totaling 433 shares, based on the closing market price shown above. All other nonemployee directors elected to receive their annual retainer in cash.

To more closely align his or her interests with those of the stockholders, each Board member is required to own three times his or her estimated annual compensation in Company stock within five years of his or her initial stockholder election to the Board. All Board members comply with this requirement.

Nonemployee members of the Board did not participate in either a company-sponsored pension or deferred compensation plan in calendar year 2021.

Executive Officers of the Company

Jennifer R. Boattini, 46,49, joined the Company in 2006 as Director of Litigation and Contract Management and currently serves as Senior Vice President of Legal and Litigation and General Counsel. She also serves as the Company’s Corporate Secretary.

Kevin Bracy, 48,51, joined the Company in 1998 as a Financial Analyst and currently serves as Senior Vice President of Finance Treasurer and Assistant Secretary.Treasurer.

Darren Field, 48,51, joined the company in 1994 as a Night Dispatcher and currently serves as President of Intermodal and Executive Vice President of Intermodal.President.

Craig Harper,, 61, 64, joined the Company in 1992 as Vice President of Marketing and currently serves as Chief Sustainability Officer and Executive Vice President. Prior to joining the Company, he worked for Rineco Chemical Industries as its Chief Executive Officer.

Bradley Hicks, 46,49, joined the Company in 1996 as a Management Trainee and currently serves as President of Highway Services and Executive Vice President of Dedicated Contract Services.President.

Nicholas Hobbs, 56,59, joined the Company in 1984 as a Management Trainee and currently serves as Chief Operating Officer, President of Contract Services, and Executive Vice President and President of Dedicated Contract Services.President.

John Kuhlow, 48,51, joined the Company in 2006 as Assistant Corporate Controller and currently serves as SeniorChief Financial Officer and Executive Vice President of Finance, Controller and Chief Accounting Officer.President. Prior to joining the Company, he was a Senior Audit Manager for KPMG LLP. Mr. Kuhlow is a Certified Public Accountant.

Terrence D. Matthews, 60, joined the Company in 1986 as a National Accounts Manager and currently serves as Executive Vice President and President of Intermodal. Prior to joining the Company, he worked as a National Accounts Manager for North American Van Lines.

Eric McGee, 45,48, joined the Company in 1998 as a National Account Service Monitor and currently serves as Executive Vice President of Highway Services.

David G. Mee, 58, joined the Company in 1992 as Vice President Tax and currently serves as Executive Vice President of Finance and Administration and Chief Financial Officer. Prior to joining the Company, he was a Senior Tax Manager for KPMG LLP. Mr. Mee is a Certified Public Accountant.

Stuart Scott, 52,55, joined the Company in 2016 as Chief Information Officer and Executive Vice President and Chief Information Officer.President. Prior to joining the Company, he served as Chief Information Officer (CIO) at Tempur-Sealy International, CIO at Microsoft, and CIO for various General Electric businesses.

Shelley Simpson, 47,50, joined the Company in 1994 as a Management Trainee and currently serves as Executive Vice President, Chief Commercial Officer and Executive Vice President of Highway Services.People and Human Resources.

Brian Webb, 53, joined the Company in 2002 as a Business Development Executive and currently serves as Executive Vice President of Final Mile Services.

Security Ownership of Management

The following table sets forth the beneficial ownership of the Company’s common stock as of February 12, 2019,March 8, 2022, by each of its current directors, (including all nominees for director), the Named Executive Officers (the NEOs), and all other executive officers and directors as a group. Unless otherwise indicated in the footnotes below, “beneficially owned” means the sole or shared power to vote or direct the voting of a security or the sole or shared power to dispose or direct the disposition of a security.

*Less than 1 percent

Security Ownership of Management

our share pledging policy is further discussed in the Stock Pledging section of the Compensation Discussion and Analysis on page 49.

Corporate Governance

We believe that good corporate governance helps to ensure that the Company is managed for the long-term benefit of our stockholders. We continually review and consider our corporate governance policies and practices, the SEC’s corporate governance rules and regulations, and the corporate governance listing standards of NASDAQ, the stock exchange on which our common stock is traded. Key corporate governance principles observed by the Board and Company include:

You can access and print the Charters of our Audit Committee, Executive Compensation Committee, (Compensation Committee), and Nominating and Corporate Governance Committee (Corporate Governance Committee), as well as our Corporate Code of Ethical and Professional Standards for Directors, Officers and Employees, Whistleblower Policy, and other Company policies and procedures required by applicable law, regulation, or NASDAQ corporate governance listing standards on the “Corporate Governance” page of the “Investors”“Corporate Responsibility” section of our website at jbhunt.com. Additionally, you can request copies of any of these documents by writing to our Corporate Secretary at the following address:

J.B. Hunt Transport Services, Inc.

Attention: Corporate Secretary

615 J.B. Hunt Corporate Drive

Lowell, Arkansas 72745

Director Independence

The Board is composed of a majority of directors who satisfy the criteria for independence under the NASDAQ corporate governance listing standards. In determining independence, each year the Board affirmatively determines, among other items, whether the directors have no material relationship with the Company or any of its subsidiaries pursuant to the NASDAQ corporate governance listing standards. When assessing the “materiality” of a director’s relationship with the Company, if any, the Board considers all relevant facts and circumstances, not merely from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation and the frequency or regularity of the services, whether the services are being carried out at arm’s length in the ordinary course of business, and whether the services are being provided substantially on the same terms to the Company as those prevailing at the time from unrelated parties for comparable transactions. Material relationships can include commercial, banking, industrial, consulting, legal, accounting, charitable, and familial relationships. The Board also considers any other relationship that could interfere with the exercise of independence or judgment in carrying out the duties of a director.

Applying these independence standards, the Board has determined that Douglas G. Duncan, Francesca M. Edwardson, Sharilyn S. Gasaway, Gary C. George, Coleman H. Peterson,Thad Hill, Gale V. King, and James L. Robo are all independent directors.independent. After due consideration, the Board has determined that none of these current or nominated nonemployee directors have a material relationship with the Company or any of its subsidiaries (either directly or indirectly as a partner, stockholder, or officer of any organization that has a relationship with the Company or any of its subsidiaries) and that they all meet the criteria for independence under the NASDAQ corporate governance listing standards.

Risk Management and Oversight

As previously described in their biographies, current members and director nominees of our Board represent diverse backgrounds of business and academic experience. The Board, as a whole, performs the risk oversight of the Company and does not assign the task or responsibility to any one member or a committee. Therefore, the Board believes that the current and nominated members each possess unique yet complementary experiences and backgrounds that create diverse points of view, opinions, personalities, and management styles that allow for the proper risk management and oversight of the Company.

Independent Lead Director

The Board has established the position of Independent Lead Director, to which James L. Robo was appointed. The Independent Lead Director directs the executive sessions of independent directors at the Board meetings at which the Chairman is not present and has authority to call meetings of independent directors. The Independent Lead Director facilitates communication between the Chairman, the CEO, and the independent directors, as appropriate, and performs such other functions as the Board directs.

Independent Director Meetings

Independent directors generally meet in executive session as part of each regularly scheduled Board meeting, with discussion led by the Independent Lead Director.

Director Recommendations by Stockholders

In addition to recommendations from Board members, management, or professional search firms, the Corporate Governance Committee will consider director candidates properly submitted by stockholders who individually or as a group have beneficially owned at least 2% of the outstanding shares of the Company’s common stock for at least one year from the date the recommendation is submitted. StockholdersFor director candidate recommendations to be included in the annual proxy statement, stockholders must submit director candidate recommendations in writing by Certified Mailcertified mail to the Company’s Corporate Secretary delivered not less than 120 days prior to the first anniversary of the date of the Proxy Statement relating to the Company’s previous Annual Meeting. Accordingly, for the 20202023 Annual Meeting of Stockholders, director candidates must be submitted to the Company’s Corporate Secretary byon or before November 9, 2019.24, 2022. Director candidates submitted by stockholders must contain at least the following information:

●	if the Recommending Stockholder is not the registered holder of such shares, proof of beneficial ownership of such shares in compliance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended,

●	the name, age, business address, and residence of the recommended director candidate (Candidate),

In addition, the recommending stockholderRecommending Stockholder and the candidateCandidate must submit, with the recommendation, a signed statement agreeing and acknowledging that:

For a complete list of the information that must be included in director recommendations submitted by stockholders, please see the “Director Recommendations by Stockholders“Directorship Guidelines and Selection Policy” on the “Corporate Governance” page of the “Investors”“Corporate Responsibility” section of our website at jbhunt.com. The Corporate Governance Committee will consider all director candidatesCandidates submitted through its established processes and will evaluate each of them, including incumbents, based on the same criteria. However,In the event a Candidate of a Recommending Stockholder is subsequently nominated by the Corporate Governance Committee may prefer incumbent directors and director candidates whom they know personally or who have relevant industry experiencethe Board, included in the Company’s Proxy Statement, and in-depth knowledgedoes not receive at least 25% of the Company’s business and operations.

votes cast in the related election of Directors, the Candidate is prohibited from again serving as a Candidate for four years from the date of the annual meeting in question.

Corporate Governance

If a stockholder desires to nominate a director candidate for election at the Annual Meeting but does not intend to recommend the candidate for consideration by the Corporate Governance Committee and inclusion in the Company’s proxy materials for the Annual Meeting, such stockholder must comply with the procedural and informational requirements described in Section 2.13 of the Company’s Bylaws, a copy of which may be obtained upon written request to the Corporate Secretary of the Company.

The policies and procedures as set forth above are intended to provide flexible guidelines for the effective functioning of the Company’s director nomination process. The Board intends to review these policies and procedures periodically and anticipates that modifications may be necessary from time to time as the Company’s needs and circumstances change.

Board Composition and Director Qualifications

The Corporate Governance Committee periodically assesses the appropriate size and composition of the Board and whether any vacancies on the Board are expected. In the event that vacancies are anticipated or otherwise arise, the Corporate Governance Committee will review and assess potential director candidates. The Corporate Governance Committee utilizes various methods for identifying and evaluating candidates for director. Candidates may come to the attention of the Corporate Governance Committee through recommendations of Board members, management, stockholders, or professional search firms. Generally, director candidates should, at a minimum:

In addition, the Corporate Governance Committee seeks director candidates who possess the following qualities and skills:

●	experience in skillful management or oversight of a publicly held company,

●	personal and professional reputation for industry, integrity, honesty, candor, fairness, and discretion,

●	willingness and ability to devote sufficient time and diligence towards the fulfillment of responsibilities,

●	free from any conflict of interest,

●	knowledge of the critical aspects of the Company’s business and operations, and

– accounting and finance

– mergers and acquisitions

– investment management

– law

– academia

– strategic planning

– investor relations

– executive leadership development

– executive compensation

– service as a senior officer of, or a trusted adviser to senior management of, a publicly held company.

	>	accounting and finance
	>	mergers and acquisitions
	>	business and management
	>	law
	>	academia
	>	strategic planning
	>	investor relations
	>	executive leadership development
	>	executive compensation
	>	service as a senior officer of, or a trusted adviser to senior management of, a publicly held company.

The current and nominated independent members of the Board each possess the general skills, experience, attributes, and qualifications that make them a proper fit for the Company’s Board as described above. Specific strengths and qualities possessed by each member that makes him or her eligible to serve on the Company’s Board include:

Douglas G. Duncan– 30 years of experience in the transportation industry

Francesca M. Edwardson– business experience in the transportation industry, law, human resources, and corporate governance

Sharilyn S. Gasaway– accounting, finance, mergers and acquisitions, and regulatory experience

Gary C. George– business experience related to managing a diversified business headquartered in Springdale, Arkansas

Coleman H. PetersonThad Hill– financial expertise in capital markets and business experience managing a diverse and geographically dispersed workforce

Gale V. King– human resource experience with a large internationaland diverse workforce corporate governance, and retailleadership experience

James L. Robo– financial expertise, leadership experience, and business experience related to equipment and the transportation industry

Messrs. Garrison, Hunt, Roberts, and Thompson, as nonindependent directors, have extensive work experience and history with the Company from its origins, which the Board believes is critical to its composition.

Overboarding

To further facilitate each director’s ability to effectively serve as a member of the Board, each director is limited to serving on no more than four boards of directors of publicly held companies in total, including that of the Company. In addition, a director is required to obtain Board approval prior to joining the board of another publicly held company, which allows the Board to exercise its judgment regarding various considerations and potential conflicts of interest.

Board Diversity

As indicated by the criteria above, the Board prefers a mix of background and experience among its members. Furthermore, theour current and nominated Board is diverse both in gender and ethnic representation, with 30%more than 25% of our current and nominated members reflecting female or minority demographics. The Board does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes, and experiences, taken as a whole, will contribute to the high standards of Board service to the Company. The effectiveness of this approach is evidenced by the directors’ participation in insightful and robust yet mutually respectful deliberation that occurs at Board and Committee meetings.

The table below highlights the current gender identity and demographic background of the members of the Board, in compliance with Nasdaq’s Listing Rule 5605:

Board Leadership Structure

The Company split the titles, roles, and responsibilities of the Chairman of the Board and Chief Executive Officer in 1985. The Company and the Board believe that, while the duties may be performed by the same person without consequence to either Company operations or stockholders’ interest, separation of duties allows the Chairman to focus more on active participation by the Board and oversight of management, while the Chief Executive Officer is better able to focus on day-to-day operations of the Company.

Corporate Governance

Communications With The Board

Stockholders and other interested parties may communicate with the Board, Board Committees, or the independent or the nonmanagement directors, each as a group or any director individually, by submitting their communications in writing to the attention of the Company’s Corporate Secretary. All communications must identify the recipient and author, state whether the author is a stockholder of the Company, and be forwarded to the following address via Certified Mail:certified mail:

J.B. Hunt Transport Services, Inc.

Attention: Corporate Secretary

615 J.B. Hunt Corporate Drive

Lowell, Arkansas 72745

The directors of the Company have instructed the Corporate Secretary not to forward to the intended recipient any communications that are reasonably determined in good faith by the Corporate Secretary to relate to improper or irrelevant topics or that are substantially incomplete.

Board Meetings and Annual Meeting Attendance

The Board held foursix scheduled meetings during the 20182021 calendar year. All directors attended at least 75% of the aggregate of the Board meetings and committee meetings on which each served during 2018. All2021, and all members of the Board attended the 20182021 Annual Meeting of Stockholders. As a safety precaution due to the COVID-19 pandemic, the Board members attended the 2021 Annual Meeting by teleconference but were available for questions from shareholders. The Company has adopted a Director Attendance Policy toCorporate Governance Guidelines which stress the importance of attendance, director preparedness, and active and effective participation at Board and Board Committee meetings.

Board Committees

Standing committees of the Board include the Audit, Executive Compensation, and Nominating and Corporate Governance committees. Committee members are elected annually by the Board and serve until their successors are elected and qualified or until their earlier death, retirement, resignation, or removal.

The following table summarizes the membership of the Board and each of its committees and the number of times each met during calendar year 2018:2021:

On January 23, 2019,21, 2022, the Corporate Governance Committee recommended, and the Board approved, the same committee assignments as 20182021 for 2019.2022.

Corporate Governance

AUDIT COMMITTEE

Under the terms of its charter, the Audit Committee representsoversees the Company’s accounting and assistsfinancial reporting processes, internal audit functions and risk management policies and practices, and the Board in fulfilling its oversight responsibility relating to the integrityaudit of the Company’s financial statements and internal control over financial reporting. In fulfilling its oversight responsibilities, the financial reporting process,Audit Committee relies on the systems of internal accountingexpertise and financial controls, the internal audit function, the annual independent auditknowledge of the Company’s financial statements, the Company’s compliance with legalmanagement, internal auditors, and regulatory requirements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function, and the performance of its independent auditors.registered public accounting firm.

In fulfilling its duties, the Audit Committee, among other things, shall: