UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2024 |
Universal Logistics Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
Michigan | 0-51142 | 38-3640097 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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12755 E. Nine Mile Road |
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Warren, Michigan |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 586 920-0100 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Stock, no par value |
| ULH |
| The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 15, 2024, Universal Logistics Holdings, Inc. (“ULH,” “we,” “us,” or “our”) issued a press release announcing our financial and operating results for the thirteen weeks and year ended December 31, 2023, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 14, 2024, our Board of Directors (the “Board”) approved and adopted our Sixth Amended and Restated Bylaws (the “Bylaws”), effective immediately. The Bylaws amend and restate our Fifth Amended and Restated Bylaws, which were adopted on December 13, 2019. Among other things, the amendments to the Bylaws:
The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On February 14, 2024, our Board approved a resolution to retire our current treasury share holdings. As of February 14, 2024, the number of issued shares of our common stock, no par value, is 31,027,100 shares, of which 26,304,223 shares are outstanding and 4,722,877 are treasury shares to be retired immediately. The cost basis of our treasury share holdings is $96,840,000. After giving effect to their retirement, our former treasury shares will be considered unissued shares, and we will have 26,304,223 shares issued and outstanding. The net financial impact on total shareholders’ equity, after giving effect to retirement of the treasury shares, is zero.
Separately, on February 15, 2024, we issued a press release announcing that our Board declared a cash dividend of $0.105 per share of common stock. The dividend is payable on April 1, 2024 to shareholders of record on March 4, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
3.1 |
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99.1 |
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104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| UNIVERSAL LOGISTICS HOLDINGS, INC. |
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Date: | February 15, 2024 | By: | /s/ Steven Fitzpatrick |
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| Steven Fitzpatrick |