Form 8-K/A date of report 04-27-23
true
0000728535
0000728535
2023-04-27
2023-04-27
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2023
J.B. HUNT TRANSPORT SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Arkansas
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0-11757
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71-0335111
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(State or other Jurisdiction of Incorporation or Organization
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Commission File Number
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(IRS Employer Identification No.)
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615 J.B. Hunt Corporate Drive Lowell, Arkansas
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72745
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(479) 820-0000
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrant’s telephone number)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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JBHT
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NASDAQ
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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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A is being filed to amend and supplement our Current Report on Form 8-K filed on April 28, 2023 (the “Original Report”). The purpose of this amendment is to supplement the disclosure in Item 5.07 of the Original Report to report the Company’s determination as to the frequency with which the Company intends to hold future stockholder advisory votes on the compensation of its named executive officers.
Based on the results of Proposal 3 regarding the frequency of future stockholder advisory votes on the Company’s compensation of its named executive officers, the Company will hold future stockholder advisory votes on named executive officer compensation every year until the next advisory vote on the frequency of such votes, which will occur no later than our Annual Meeting of Stockholders in 2029.
Except as otherwise provided herein, the other disclosures made in the Original Report remain unchanged.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Our Annual Meeting of Stockholders was held on April 27, 2023. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. The following four matters were included in our proxy dated March 16, 2023 and were voted upon at the annual meeting. Final vote tabulations are indicated below:
1. To elect Directors for a term of one (1) year:
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For
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Against
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Abstain
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Non Votes |
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Francesca M. Edwardson
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88,672,955 |
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3,289,257 |
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82,537 |
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4,300,522 |
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Wayne Garrison
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86,538,128 |
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5,471,545 |
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35,076 |
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4,300,522 |
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Sharilyn S. Gasaway
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87,563,337 |
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4,405,605 |
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75,806 |
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4,300,522 |
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Thad (John B. III) Hill
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86,753,958 |
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5,109,792 |
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180,999 |
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4,300,522 |
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Bryan Hunt
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83,199,644 |
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8,756,384 |
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88,720 |
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4,300,522 |
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Persio Lisboa
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91,033,594 |
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886,883 |
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124,272 |
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4,300,522 |
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John N. Roberts, III
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89,900,670 |
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2,108,624 |
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35,455 |
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4,300,522 |
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James L. Robo
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81,251,029 |
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10,753,442 |
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40,278 |
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4,300,522 |
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Kirk Thompson
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86,310,207 |
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5,667,110 |
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67,432 |
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4,300,522 |
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2. To consider and approve an advisory resolution regarding the Company’s compensation of its named executive officers:
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For
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89,564,024 |
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Against
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2,410,296 |
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Abstain
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70,429 |
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Non Votes
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4,300,522 |
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3. Consider and vote on an advisory basis, the frequency of a stockholder advisory vote on the Company’s compensation of its named executive officers:
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1 Year
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90,315,467 |
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2 Years
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27,493 |
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3 Years
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1,638,731 |
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Abstain
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63,058 |
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Non Votes
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4,300,522 |
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4. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2023 calendar year:
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For
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95,976,483 |
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Against
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30,591 |
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Abstain
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338,196 |
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Non Votes
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No additional business or other matters came before the meeting or any adjournment thereof.
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 3rd day of May 2023.
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J.B. HUNT TRANSPORT SERVICES, INC.
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BY:
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/s/ John N. Roberts, III
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John N. Roberts, III
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Chief Executive Officer
(Principal Executive Officer)
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BY: |
/s/ John Kuhlow |
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John Kuhlow
Chief Financial Officer,
Executive Vice President
(Principal Financial Officer)
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