SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2020
J.B. HUNT TRANSPORT SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Arkansas | 0-11757 | 71-0335111 |
| (State or other Jurisdiction of | Commission File Number | (IRS Employer |
| Incorporation or Organization) | | Identification No.) |
| | | |
| | | |
| | | |
| 615 J.B. Hunt Corporate Drive | | |
| Lowell, Arkansas | 72745 | (479) 820-0000 |
| (Address of Principal Executive Offices) | (Zip Code) | (Registrant’s telephone number) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock $0.01 par value | JBHT | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On January 22, 2020, our Board of Directors, through our Executive Compensation Committee or independent directors, approved the following base salaries.
John N. Roberts III | President and CEO | | $ | 900,000 | |
| | | | | | |
David G. Mee | EVP, Finance and Administration and CFO | | $ | 540,000 | |
| | | | | | |
Terrence D. Matthews | EVP, President of Intermodal | | $ | 525,000 | |
| | | | | | |
Shelley Simpson | EVP, President of ICS and Truckload and CMO | | $ | 540,000 | |
| | | | | | |
Nicholas Hobbs | EVP, President of DCS | | $ | 540,000 | |
| | | | | | |
Kirk Thompson | Chairman of the Board | | $ | 365,000 | |
A summary of our compensation arrangements with our named executive officers and our Chairman of the Board, excluding awards which may be made under our Management Incentive Plan, is attached as an exhibit to this Form 8-K and is incorporated by reference into this report.
ITEM 7.01. | REGULATION FD DISCLOSURE |
The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On January 22, 2020, we issued a news release announcing the declaration of a regular quarterly dividend of $0.27 per common share. That release contained a typographical error on the stockholders of record date of February 7, 2019, which should have stated the dividend is payable to stockholders of record on February 7, 2020. The dividend will be paid on February 21, 2020. A corrected copy of the news release is furnished as an exhibit to this Form 8-K.
Also on January 22, 2020, our Board of Directors adopted a new share repurchase program authorizing the repurchase of $500 million of the Company’s common stock.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the 28th day of January 2020.
| J.B. HUNT TRANSPORT SERVICES, INC. | |
| | | |
| | | |
| BY: | /s/ John N. Roberts, III | |
| | John N. Roberts, III | |
| | President and Chief Executive Officer | |
| | | (Principal Executive Officer) | |
| | | | |
| | | | |
| | BY: | /s/ David G. Mee | |
| | | David G. Mee | |
| | | Executive Vice President, Finance and | |
| | | Administration and Chief Financial Officer | |
| | | (Principal Financial Officer) | |
