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): May 25, 2023
Hub Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 0-27754
| 36-4007085
|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2001 Hub Group Way
Oak Brook, Illinois 60523
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 271-3600
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 240.13 e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock
| HUBG
| NASDAQ
|
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 25, 2023, Hub Group, Inc. (the “Company”) held the 2023 Annual Meeting at 10:00 a.m. at Hub Group Inc.’s Corporate Headquarters, located at 2001 Hub Group Way, Oak Brook, Illinois 60523. As of March 29, 2023, the record date for the 2023 Annual Meeting, there were 32,799,567 shares of Class A common stock and 574,903 shares of Class B common stock outstanding and entitled to vote. Each Class A share is entitled to one (1) vote and each Class B share is entitled to approximately eighty-four (84) votes. A quorum of stockholders, present in person or by proxy, representing 78,755,208 votes were present at the 2023 Annual Meeting. The final voting results of the 2023 Annual Meeting are set forth below. Each of these items is more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 14, 2023.
Proposal One – Election of Directors
The Company’s stockholders elected each of the Company’s ten nominees for director to serve until their respective successors are duly elected and qualified, as set forth below:
| NAME | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES |
| David P. Yeager | 64,295,081 | 13,672,808 | 787,319 |
| Phillip D. Yeager | 65,703,260 | 12,264,629 | 787,319 |
| Peter B. McNitt | 66,013,542 | 11,954,347 | 787,319 |
| Mary H. Boosalis | 64,568,020 | 13,399,869 | 787,319 |
| Lisa Dykstra | 66,013,465 | 11,954,424 | 787,319 |
| Michael E. Flannery | 65,976,986 | 11,990,903 | 787,319 |
| James C. Kenny | 66,022,702 | 11,945,187 | 787,319 |
| Janell R. Ross | 66,012,636 | 11,955,253 | 787,319 |
| Martin P. Slark | 63,535,013 | 14,432,876 | 787,319 |
| Gary Yablon | 66,016,703 | 11,951,186 | 787,319 |
Proposal Two – Advisory Vote to Approve Executive Compensation
The Company’s stockholders approved, on an advisory basis, the compensation of its named executive officers as described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2023, as set forth below:
| VOTES FOR | VOTES AGAINST | ABSENTATIONS | BROKER NON-VOTES |
| 76,706,543 | 1,245,369 | 15,977 | 787,319 |
Proposal Three – Advisory Vote to on the Frequency of the Advisory Vote on Executive Compensation
The Company’s common stockholders approved, on an advisory basis, an annual advisory vote on executive compensation, as set forth below:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN |
| 74,929,689 | 4,137 | 3,019,150 | 14,913 |
The vote results show that a majority of the votes cast were cast in favor of conducting the advisory vote on executive compensation on an annual basis. In light of this vote, and consistent with the Company’s recommendation as described in its 2023 proxy statement, the Company’s Board of Directors has determined to implement an annual advisory vote on compensation for the named executive officers, until the next advisory vote on frequency is held (which must be conducted at least every 6 years).
Proposal Four– Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s common stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, as set forth below:
| VOTES FOR | VOTES AGAINST | ABSENTATIONS | BROKER NON-VOTES |
| 78,197,488 | 537,729 | 19,991 | n/a |
Proposal Five– Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation
The Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2023, as set forth below:
| VOTES FOR | VOTES AGAINST | ABSENTATIONS | BROKER NON-VOTES |
| 60,663,629 | 17,251,461 | 52,799 | 787,319 |
SIGNATURE
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.
| | HUB GROUP, INC. |
| | |
| Date: May 26, 2023 | By: | /s/ Thomas P. LaFrance |
| Thomas P. LaFrance |
| Executive Vice President, General Counsel and Secretary |
