SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of
1934
Files by Registrant (X)
Filed by a party other than the Registrant ( )
Check the Appropriate Box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Materials Pursuant to ss. 240.14a-11c or ss. 240.14a-12
HEARTLAND EXPRESS, INC.
(Name of Registrant as Specified in its Charter)
The Heartland Express, Inc. Board of Directors
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the Appropriate Box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Price per unit or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid N/A
( ) Fee paid previously with preliminary materials N/A
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
HEARTLAND EXPRESS, INC.
2777 Heartland Drive
Coralville, Iowa 52241
NOTICE AND PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 10, 2001
Dear Fellow Stockholders:
The 2001 Annual Meeting of Stockholders (the "Annual Meeting") of Heartland
Express, Inc., a Nevada corporation (the "Company"), will be held at The Clarion
Hotel & Conference Center, 1220 First Avenue, Coralville, Iowa, at 8:00 a.m.
local time, on Thursday, May 10, 2001, for the following purposes:
1. To consider and act upon a proposal to elect five (5) directors of the
Company;
2. To consider and act upon a proposal to ratify the selection of Arthur
Andersen LLP as independent public accountants for the Company
for 2001; and
3. To consider and act upon such other matters as may properly come
before the meeting and any adjournment thereof.
The foregoing matters are more fully described in the accompanying Proxy
Statement.
The Board of Directors has fixed the close of business on March 15, 2001,
as the record date for the determination of Stockholders entitled to receive
notice of and to vote at the Annual Meeting or any adjournment thereof. Shares
of common stock may be voted at the Annual Meeting only if the holder is present
at the Annual Meeting in person or by valid proxy. YOUR VOTE IS IMPORTANT. TO
ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED TO PROMPTLY
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. Returning
your proxy now will not interfere with your right to attend the Annual Meeting
or to vote your shares personally at the Annual Meeting, if you wish to do so.
The prompt return of your proxy may save the Company additional expenses of
solicitation.
All Stockholders are cordially invited to attend the Annual Meeting.
By Order of the Board of Directors
Russell A. Gerdin
Chairman of the Board
President and Secretary
Coralville, Iowa 52241
April 6, 2001
HEARTLAND EXPRESS, INC.
2777 Heartland Drive
Coralville, Iowa 52241
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 2001
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Heartland Express, Inc., a Nevada
corporation (the "Company"), to be used at the 2001 Annual Meeting of
Stockholders of the Company (the "Annual Meeting"), which will be held at The
Clarion Hotel and Conference Center, 1220 First Avenue, Coralville, Iowa 52241,
on Thursday, May 10, 2001, at 8:00 a.m. local time, and any adjournment thereof.
All costs of the solicitation will be borne by the Company. The Company does not
intend to solicit proxies other than by this mailing; provided, that directors,
officers, and employees may solicit proxies by use of the mails or telephone
without compensation other than their regular compensation. The approximate date
of mailing this proxy statement and the enclosed form of proxy is April 6, 2001.
The enclosed copy of the Company's annual report for the fiscal year ended
December 31, 2000, is not incorporated into this Proxy Statement and is not to
be deemed a part of the proxy solicitation materials.
PROXIES AND VOTING
Only stockholders of record at the close of business on March 15, 2001
("Stockholders") are entitled to vote, either in person or by valid proxy, at
the Annual Meeting. On the record date of March 15, 2001, the Company had
25,366,582 shares of $0.01 par value common stock issued and outstanding. Each
share is entitled to one vote. The Company has no other class of stock
outstanding. Stockholders are not entitled to cumulative voting in the election
of directors.
All proxies that are properly executed and received by the Company prior to
the Annual Meeting will be voted in accordance with the choices indicated. Any
Stockholder may be represented and may vote at the Annual Meeting by a proxy or
proxies appointed by an instrument in writing. In the event that any such
instrument in writing shall designate two (2) or more persons to act as proxies,
a majority of such persons present at the meeting shall have and may exercise,
or, if only one shall be present, then that one shall have and may exercise, all
of the powers conferred by such written instrument upon all of the persons so
designated unless the instrument shall otherwise provide.
1
No such proxy shall be valid after the expiration of six (6) months from
the date of its execution, unless coupled with an interest or unless the person
executing it specifies therein the length of time for which it is to continue in
force, which in no case shall exceed seven (7) years from the date of its
execution. Any Stockholder giving a proxy may revoke it at any time prior to its
use at the Annual Meeting by filing with the Secretary of the Company a
revocation of the proxy, by delivering to the Company a duly executed proxy
bearing a later date, or by attending the meeting and voting in person.
Other than the election of directors, which requires a plurality of the
votes cast, each matter to be submitted to the Stockholders requires the
affirmative vote of a majority of the votes cast at the meeting. For purposes of
determining the number of votes cast with respect to a particular matter,
proxies cast "For" or "Against" are included. If no direction is given to the
proxy holder, the proxy will be voted "For" the proposals as specified in this
proxy statement, and, at the discretion of the proxy holder, upon such other
matters as may properly come before the meeting or any adjournment thereof.
Proxies marked "Abstain" and broker non-votes are counted only for purposes of
determining whether a quorum is present at the meeting.
2
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, the Stockholders will elect five (5) directors to
serve as the Board of Directors until the 2002 Annual Meeting of Stockholders or
until their successors are duly elected and qualified. The Board may increase
the size of the Board of Directors in the future and add one or more members if
desirable candidates are found. Absent contrary instructions, each proxy will be
voted for Russell A. Gerdin, Richard O. Jacobson, Dr. Benjamin J. Allen, Michael
J. Gerdin, and Lawrence D. Crouse, all of whom are standing for re-election. In
the event one or more of the individuals listed below shall unexpectedly become
unavailable to serve, which the Board of Directors has no reason to expect, the
proxies that would have otherwise been voted for such individuals will be voted
for a substitute nominee selected by the Board.
Information Concerning Executive Officers and Directors
Information concerning the names, ages, positions with the Company, tenure
as a director, and business experience of the Company's current directors, and
executive officers is set forth below. All references to experience with the
Company include positions with the Company's operating subsidiary, Heartland
Express, Inc of Iowa.
- --------------------------------------------------------------------------------
DIRECTOR
NAME AGE POSITION SINCE
- --------------------------------------------------------------------------------
Russell A. Gerdin 59 Chairman of the Board,
President, Secretary 1978
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John P. Cosaert 53 Executive Vice President
of Finance, Treasurer N/A
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Richard L. Meehan 55 Executive Vice President
of Marketing N/A
- --------------------------------------------------------------------------------
Richard O. Jacobson (1) 64 Director 1994
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Dr. Benjamin J. Allen (1) 54 Director 1995
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Michael J. Gerdin 31 Director 1996
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Lawrence D. Crouse (1) 60 Director 1999(2)
- --------------------------------------------------------------------------------
___________________________
1 Member of Audit Committee
2 Mr. Crouse previously served on the Board of Directors from 1986 to 1991.
3
Russell A. Gerdin has served as the Company's President since 1978 and as
Chairman of the Board since 1986.
John P. Cosaert has served as the Company's Vice President of Finance and
Treasurer from 1986 to April 1996. In April 1996 he was named Executive Vice
President.
Richard L. Meehan has served as the Company's Vice President of Marketing
from 1986 to April 1996. In April 1996 he was named Executive Vice President.
Richard O. Jacobson has served as a director since 1994. Mr. Jacobson
served as President and Chief Executive Officer from 1968 to October 1998 and
Chairman of the Board since October 1998 of Jacobson Warehouse Company, Inc. and
Jacobson Transportation Company, Inc., Des Moines, Iowa. Mr. Jacobson also
serves as a director for Atrion Corporation, Firstar Bank of Des Moines, and
FelCor Lodging Trust, Inc.
Dr. Benjamin J. Allen has served as a director since 1995. He is the Dean
and Distinguished Professor of Business at Iowa State University in Ames, Iowa,
and has served in this capacity since 1994. Dr. Allen serves as Professor in the
Department of Logistics Operations, and Management Information Systems and
Department of Economics at Iowa State University. Dr. Allen also served in the
Office of Transportation Regulatory Policy of the U.S. Department of
Transportation as a Brookings Institute Economics Policy Fellow.
Michael J. Gerdin has served as a director since 1996. Mr. Gerdin is an
employee of Heartland Express, Inc. He served as President of A & M Express,
Inc., a subsidiary of the Company, from September 1998 through December 2000.
From July 1997 to September 1998, Mr. Gerdin coordinated the operations
departments of Heartland Express and A & M Express. From 1992 until July 1997,
Mr. Gerdin held a variety of positions within the Company, including positions
in the operations, sales, safety, and driver recruiting departments. Prior to
1992 Mr. Gerdin was a full-time student obtaining his degree in Business
Administration from Luther College. Michael J. Gerdin is the son of Russell A.
Gerdin.
Lawrence D. Crouse has served as a director since 1999. Mr. Crouse is a
business consultant and President of KP Enterprises, Inc., a real estate holding
company with operations in several states. Mr. Crouse served as Chairman and CEO
of Crouse Cartage Company, a regional, less-than-truckload carrier based in
Carroll, Iowa, from 1987 to December 1996 and as its Vice Chairman from January
1997 to May 1998. Crouse Cartage was a subsidiary of Transfinancial Holdings,
Inc., a publicly traded company. Mr. Crouse served as Vice President and a
director of Transfinancial Holdings, Inc. from 1991 until May 1998. Mr. Crouse
previously served as a member of the Company's Board of Directors from 1986 to
1991. He is the trustee of trusts for the benefit of Russell Gerdin's children.
Board of Directors and Committee Meetings
The Board of Directors met three times during the last fiscal year, and all
directors were present at each meeting, and each committee meeting, if the
director served on a committee.
4
Directors who are not employees of the Company are paid $1,000 for
attendance at each Board of Directors or committee meeting attended (if the
committee meeting is held on a day other than the day of a Board meeting), and
are reimbursed for expenses incurred in attending such meetings.
Audit Committee. The 2000 Audit Committee consisted of Richard O. Jacobson,
Dr. Benjamin J. Allen and Lawrence D. Crouse. The Audit Committee met three
times during 2000. The Committee's functions are described in detail in the
Audit Committee Charter, attached to this proxy statement as "Exhibit A".
Other Committees. The Company does not maintain a standing nominating
committee or a compensation committee. Functions normally assigned to these
committees are performed by the Board of Directors as a whole.
Board of Directors Interlocks and Insider Participation/Certain Transactions and
Relationships
The 2000 Board of Directors consisted of Russell A. Gerdin, Richard O.
Jacobson, Michael J. Gerdin, Dr. Benjamin J. Allen, and Lawrence D. Crouse, all
of whom participated in deliberations concerning executive officer compensation.
No other individuals participated in such deliberations. During 2000, Russell A.
Gerdin served as the President and Secretary of the Company. The Board of
Directors establishes the compensation of Russell A. Gerdin and reviews
compensation set by Russell A. Gerdin for other executive officers.
In 2000, the Company leased two office buildings, totaling approximately
25,000 square feet, a storage building of approximately 3,500 square feet, and
five acres of land from Russell A. Gerdin for $292,281 plus taxes, utilities,
insurance and maintenance. The lease expires on May 31, 2005, but is renewable
for an additional five year term with a cost of living adjustment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed with management the
Company's audited financial statements as of and for the year ended December 31,
2000.
The Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants.
5
The Committee has received and reviewed the written disclosures and the
letter from the independent auditors required by Independence Standard No. 1,
Independence Discussions with Audit Committees, as amended, by the Independence
Standards Board, and has discussed with the auditors the auditors' independence.
Based on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the financial statements referred to
above be included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000.
The Board of Directors has determined that the members of the Audit
Committee are independent. The Audit Committee has adopted a written charter,
which is attached to this proxy statement as "Exhibit A".
In addition to performing the audit of the Company's consolidated financial
statements, Arthur Andersen provided other services during 2000. The aggregate
fees billed for 2000 for each of the following categories of services are set
forth below:
Audit and review of the Company's
2000 financial statements $56,000
All other services, primarily tax related $21,670
Arthur Andersen did not provide any services related to financial systems
design and implementation during 2000.
Lawrence D. Crouse, Chairman
Richard O. Jacobson
Benjamin J. Allen
6
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation paid by the Company to its chief executive officer and
two other named executive officers whose total annual salary and bonus exceeded
$100,000 during the most recent fiscal year (the "Named Officers"), for services
in all capacities for the fiscal years ended December 31, 2000, 1999, and 1998.
Summary Compensation Table
- --------------------------------------------------------------------------------
Long-Term Compensation
---------------------------------
Annual Compensation Awards Payouts
------------------------ ---------------- -----
Other Restric- All
Annual ted Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($)1 ($) (#) ($) ($)2
- --------------------------------------------------------------------------------
Russell A. Gerdin
Chairman and 2000 300,000 - - - - - -
President (Chief 1999 300,000 - - - - - -
Executive Officer) 1998 300,000 - - - - - -
John P. Cosaert,
Executive Vice 2000 125,008 - - - - - 50,000
President, Treasurer, 1999 125,008 - - - - - -
and Chief Financial 1998 106,244 - - - - - -
Officer
Richard L. Meehan
Executive Vice 2000 125,008 - - - - - 50,000
President- 1999 125,008 - - - - - -
Marketing 1998 106,244 - - - - - -
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__________________________
1 Other annual compensation did not exceed 10% of the Named Officers' total
salary for any reported year.
2 All other compensation reflects the Company's contribution to the
non-qualified deferred compensation plan for key management employees.
Board of Directors Report on Executive Compensation
The members of the Board of Directors prepared the following report on
executive compensation:
The Board of Directors reviews the compensation of the Company's executive
officers annually. The compensation of Mr. Gerdin, the Company's chief executive
officer, is evaluated differently than that of the other executive officers. A
summary of the considerations for each is set forth below.
Chief Executive Officer. Mr. Gerdin receives a base salary only, with no
bonus or long-term incentives. The Board of Directors recognizes Mr. Gerdin's
substantial responsibility and contribution to the Company's operating
performance, operating margin, revenue and net income growth rates, and
attainment of Company goals, as well as his large stockholdings.
7
At Mr. Gerdin's request, his salary has remained the same since 1986, and he has
never been paid a bonus. The Board believes that Mr. Gerdin's salary is
reasonable compared to similarly situated executives, and that as a holder of
approximately 50% of the Company's outstanding stock, Mr. Gerdin receives an
incentive through appreciation in the value of the Company's stock. Because of
Mr. Gerdin's request, the Board of Directors has not considered or approved an
increase in annual compensation or any incentive compensation for Mr. Gerdin.
Thus, corporate performance directly affects Mr. Gerdin, but not through his
compensation by the Company.
Other Executive Officers. The Company's other executive officers are
compensated through a mix of salary and incentive compensation. In establishing
compensation, the Board of Directors annually considers (i) the Company's
operating performance, stock performance, operating margin, and revenue and net
income growth rates, (ii) team-building skills, individual performance, past
performance and potential with the Company, (iii) local compensation levels and
cost of living, and (iv) compensation information disclosed by similar
publicly-held truckload motor carriers. Salary and bonus levels are largely
subjective, with individual performance being the most important factor.
Compensation levels at other publicly-traded truckload motor carriers are used
as a general guide, and the Board believes that the compensation of its
executive officers as a group, historically and during the last fiscal year, has
been comparable to that of other carriers.
The Board believes that providing an incentive for its executive officers
to maximize profitability is important. In 1993, the Company's subsidiary,
Heartland Express, Inc. of Iowa, adopted a non-qualified deferred compensation
plan for key management employees designated by the Board of Directors of the
subsidiary for a given year. The total contingent benefit available for all
participants is a percentage of the Company's previous year's net profits equal
to one-fourth of one percent of such profits for each percentage point (or a
fraction thereof) by which the Company's operating ratio was less than a
specified target. The operating ratio represents the percentage which operating
expenses bear to operating revenues. The benefits vest in increments up to age
65, payment is deferred until cessation of employment, and all payments are
subject to certain vesting and forfeiture provisions. The chief executive
officer does not participate in the deferred compensation arrangement.
Contributions to the plan totaled $100,000 in 2000 on behalf of the executive
officers. Under the deferred compensation plan, there is a direct relationship
between the Company's operating efficiency and the deferred amount allocable to
the executive officers. The Board of Directors determines the portion of the
annual total deferred compensation pool to allocate to individual executive
officers based upon a subjective evaluation of the job performance of each
individual executive officer.
Board of Directors
Russell A. Gerdin Benjamin J. Allen
Richard O. Jacobson Michael J. Gerdin
Lawrence D. Crouse
8
Tuition Award Program
The Company maintains a tuition award program for the children of certain
employees, including executive officers. Contributions to the program are based
upon the Company's performance. During 2000, the Company contributed $231,000 to
the program, based upon 1999 performance. The amount paid for children of the
Company's executive officers was $9,764 in 1999 and $5,212 in 2000.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors, and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely upon a review of the copies of such forms furnished to the Company, or
written representations that no Forms 5 were required, the Company believes that
its officers, directors and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them during the Company's
preceding fiscal year; except that three reports, covering three transactions,
were filed late by John P. Cosaert, Richard O. Jacobson, and Richard L. Meehan.
They all filed Forms 4 after ten days following the close of the months in which
the transactions occurred.
9
PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT
The following table sets forth, as of March 15, 2001, the number and
percentage of outstanding shares of Common Stock beneficially owned by each
person known by the Company to beneficially own more than 5% of such stock, by
each director, director nominee, and Named Officer of the Company, and by all
directors and executive officers of the Company as a group.
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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
- --------------------------------------------------------------------------------
Amount & Nature Percent
Title of Class Name and Address of Beneficial Owner of Beneficial of
Ownership Class (1)
- --------------------------------------------------------------------------------
Common Stock Russell A. Gerdin, President,
Secretary, and Director
2777 Heartland Drive,
Coralville, IA 52241 13,340,109 (2) 52.6%
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Common Stock Richard O. Jacobson, Director
P.O. Box 224, Des Moines, IA 50301 72,400 (3) *
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Common Stock Benjamin J. Allen, Director
2720 Thompson Drive, Ames, IA 50010 200 *
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Common Stock Michael J. Gerdin, Director
840 Eastern Star Road,
Kingsport, TN 37663 - - *
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Common Stock Lawrence D. Crouse, Director
R.R. 1, Box 82, Burke, SD 57523 677,619 (4) 2.7%
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Common Stock John P. Cosaert, Executive
Vice President
2777 Heartland Drive,
Coralville, IA 52241 18,629 *
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Common Stock Richard L. Meehan, Executive
Vice President
2777 Heartland Drive,
Coralville, IA 52241 26,289 (5) *
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Common Stock All directors and executive
officers as a group
(7 individuals) 13,490,427 53.2%
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_____________________________
* Less than one percent (1%)
1 Based upon 25,366,582 outstanding shares as March 15, 2001.
2 Mr. Gerdin owns 12,694,990 shares directly. An additional 645,119 shares
are held of record by a voting trust, the voting trust certificates of
which are owned by Gerdin Family Investments, L.P. Mr. Gerdin is the
general partner of the limited partnership and has dispositive power over
the voting trust certificates and stock. Mr. Gerdin is not the voting
trustee and does not have the power to vote the shares in the voting trust.
3 All shares are owned by the Richard O. Jacobson Foundation, a private
foundation established by Mr. Jacobson. Mr. Jacobson has voting and
dispositive power over the shares, but neither he nor any of his family
members may receive distribution from the foundations assets. Accordingly,
beneficial ownership is disclaimed.
4 Of the shares reported, 15,000 shares are owned by Mr. Crouse through his
individual retirement account and 17,500 are owned personally. The other
645,119 shares are held by Gerdin Family Investments, L.P., and Mr. Crouse
is the voting trustee.
5 All shares are owned directly, except for 9,011 shares held by Mr. Meehan's
wife and 4,693 share held by trusts for the benefit of Mr. Meehan's
children. Mr. Meehan disclaims beneficial ownership of such shares.
10
STOCK PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR HEARTLAND EXPRESS
The following graph compares the cumulative total stockholder return of the
Company's Common Stock with the cumulative total stockholder return of the
Nasdaq Stock Market (U.S. Companies) and the Nasdaq Trucking & Transportation
Stocks commencing December 29, 1995, and ending December 29, 2000.
GRAPH AREA
Legend
Symbol Index Desc. 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
___ Heartland Express 100.0 185.1 204.1 132.9 119.6 173.3
- --- CRSP index for
Nasdaq Stock
Market (U.S.
Companies) 100.0 123.0 150.7 212.5 394.8 237.4
.. CRSP Index for
Nasdaq Trucking
& Transportation
Stocks 100.0 110.4 141.3 127.1 122.8 111.6
The stock performance graph assumes $100 was invested on January 1, 1996.
There can be no assurance that the Company's stock performance will continue
into the future with the same or similar trends depicted in the graph above. The
Company will not make or endorse any predictions as to future stock performance.
The CRSP Index for Nasdaq Trucking & Transportation Stocks includes all publicly
held truckload motor carriers traded on the Nasdaq Stock Market, as well as all
Nasdaq companies within the Standard Industrial Code Classifications 3700-3799,
4200-4299, 4400-4599, and 4700-4799. The Company will provide the names of all
companies in such index upon request.
11
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP as independent
public accountants for the Company for the 2001 fiscal year. Arthur Andersen LLP
has served as independent public accountants for the Company since the 1994
fiscal year. Representatives of Arthur Andersen LLP are expected to be present
at the Annual Meeting with an opportunity to make a statement, if they desire to
do so, and to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
PROPOSAL 2 TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE COMPANY.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2002 Annual Meeting
of the Stockholders of the Company must be received by the Corporate Secretary
of the Company at the Company's principal executive offices on or before
December 8, 2001, to be included in the Company's proxy material related to the
meeting.
OTHER MATTERS
The Board of Directors does not intend to present at the Annual Meeting any
matters other than those described herein and does not presently know of any
matters that will be presented by other parties.
HEARTLAND EXPRESS, INC.
Russell A. Gerdin
Chairman of the Board,
President and Secretary
April 6, 2001
12
"Exhibit A"
Heartland Express, Inc. Board of Directors Audit Committee Charter
The Board of Directors Audit Committee is responsible for assisting the Board of
Directors in discharging its fiduciary oversight responsibilities. The Audit
Committee will provide oversight on matters relating to accounting, financial
reporting, internal controls, auditing, regulatory compliance and other matters
as directed by the Audit Committee Chairman.
Organization
The Audit Committee shall consist of not less than three independent members,
who shall be appointed by the Board of Directors. Members of the Committee will
be financially literate or must become financially literate within a reasonable
period of time after being appointed to the Committee. Each member will obtain
an understanding of accounting and reporting issues especially as they relate to
the Company's business. At least one member of the Committee shall have
accounting related financial management experience, or any other comparable
experience or background that results in the individual's financial
sophistication. The Committee will meet on a regular basis and will report any
significant issues to the overall Board of Directors. The meetings of the
Committee will be scheduled by the Chairman at his discretion.
Responsibilities
Recommend to the Board of Directors the firm to be employed as independent
accountants, and shall review the activities and the independence of the
auditors hired. The Committee has the authority to select, evaluate and replace
the Company's independent accountant.
Insure the independent accountants understand they are ultimately accountable to
the Board of Directors and the Audit Committee, and require the independent
accountant submit a formal written statement to the Committee regarding any
relationships and services which may affect their objectivity and independence.
Consult with the independent accountants regarding the audit plan, and review
with management the independent accountants' suggestions for improvement of
Company's accounting practices.
Discuss with management and independent accountants the adequacy of the
Company's financial statements and the disclosures associated with the financial
statements.
Review with management and the independent accountants any material or unusual
transactions, estimates and assumptions used to prepare the financial
statements.
Meet with the independent accountants at least once a year for the purpose of
discussing any matter which either the Committee or the independent accountants
believe should be discussed.
Internal Control
Review adequacy and effectiveness of internal controls.
Review how management is protecting and maintaining security of the Company's
assets.
Review the independent accountants internal control recommendations and access
the appropriateness of management's response.
13
Compliance with Laws
Review accounting, legal, tax and other regulatory compliance issues which
materially impact the Company.
Periodically receive updates from management on compliance issues.
Review significant findings by regulatory agencies and where applicable
management's response.
The Committee has the authority to investigate any matter within its scope of
responsibility. In exercising their responsibility the Committee may ask for
assistance from management and/or engage independent resources as determined
necessary.
The Chairperson shall make regular reports to the Board of Directors on the
Committee's activity.
14