-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L1hwvDnWX+RTbKFKuih5JWWNMUQbXRAH4jJPchXN1uQqaiDR8FzoviOu5x+0g9EX r6Fk+aJOZnCYbq5C/2O65A== 0000039273-09-000054.txt : 20090819 0000039273-09-000054.hdr.sgml : 20090819 20090819150604 ACCESSION NUMBER: 0000039273-09-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090819 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090819 DATE AS OF CHANGE: 20090819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FROZEN FOOD EXPRESS INDUSTRIES INC CENTRAL INDEX KEY: 0000039273 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 751301831 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10006 FILM NUMBER: 091023882 BUSINESS ADDRESS: STREET 1: 1145 EMPIRE CENTRAL PLACE CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146308090 8-K 1 form8k.htm DEPARTURE OF DIRECTOR, ELECTION OF DIRECTOR form8k.htm
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
August 19, 2009
 
 
[Missing Graphic Reference]
 
(Exact Name of Registrant as Specified in its Charter)

 

Texas
(State or Other Jurisdiction of Incorporation)
  1-10006
COMMISSION FILE NUMBER
75-1301831
(IRS Employer Identification No.)
 
1145 Empire Central Place
Dallas, Texas 75247-4309
(Address of Principal Executive Offices)
 
 
 
(214) 630-8090
(Registrant's telephone number, including area code)
 
 
 
 
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:
r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 
 

 

 

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 
(b) On August 19, 2009, Frozen Food Express Industries, Inc. (the “Registrant”) announced that Leroy Hallman retired from its Board of Directors effective immediately, a position he has held since 1975.  A copy of the press release announcing Mr. Hallman’s retirement is furnished, but not filed, with the Commission as Exhibit 99.1 to this Current Report on Form 8-K.  
 
(d) On August 19, 2009, the Registrant’s Board of Directors appointed Kevin Kilpatrick to the Registrant’s Board of Directors as a Class I Director. It is expected that Mr. Kilpatrick will be a nominee for election by shareholders at the Registrant’s 2010 annual meeting for a full three-year term.  In conjunction with his appointment to the Registrant’s Board of Directors, Mr. Kilpatrick will also serve on the Registrant’s compensation committee. There are no transactions among the Registrant or any of its subsidiaries and Mr. Kilpatrick or any member of his immediate family that are required to be disclosed under Item 404(a) of Regulation S-K.  As a director, Mr. Kilpatrick will be entitled to participate in the Registrant’s non-employee director compensation arrangements, which consist of a fee of $2,500 for each Board meeting personally attended, $1,000 for each committee meeting personally attended and $750 for each telephonic meeting in which he participates.  Further, he will be entitled to participate in the Registrant’s Amended and Restated 2005 Non-Employee Director Restricted Stock Plan.  Under such plan, upon initial election or appointment to the Board, and thereafter annually upon the date of the annual shareholders’ meeting, each non-employee director is awarded shares of restricted stock which will vest over a period of three years, one-third on each anniversary of the date of grant, provided that the non-employee director continues to serve on each vesting date.  The Board will award 2,576 restricted shares under such plan.  All shares of restricted stock granted under such plan will vest in full if the director should die while serving as such.  The restricted stock plan was described in the Registrant’s definitive proxy statement filed with the SEC on April 24, 2009.   A copy of the press release announcing Mr. Kilpatrick’s appointment is furnished, but not filed, with the Commission as Exhibit 99.1 to this Current Report on Form 8-K.  
   



 


 
Financial Statements and Exhibits
(a)
Financial statements of business acquired.
 
Not applicable.
(b)
Pro-forma financial information.
 
Not applicable.
(c)
Shell company transactions.
 
Not applicable.
(d)
Exhibits
 
99.1   
Press Release, regarding the retirement of Leroy Hallman from and appointment of Kevin Kilpatrick to its Board of Directors, dated August 19, 2009 of Frozen Food Express Industries, Inc.




 
 

 

 

 
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.
 
 
FROZEN FOOD EXPRESS INDUSTRIES, INC.
 
 
Dated: August 19, 2009
 
By:
 
/s/ Ronald J. Knutson                             
   
Ronald J. Knutson  
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 



 
 

 

 

 
   
     
Exhibit Title
 
99.1
Press Release, regarding the retirement of Leroy Hallman from and the appointment of Kevin Kilpatrick to its Board of Directors, dated August 19, 2009 of Frozen Food Express Industries, Inc.
 
EX-99.1 CHARTER 2 exh99_1.htm FROZEN FOOD EXPRESS ANNOUNCES BOARD MEMBER RETIREMENT AND APPOINTMENT exh99_1.htm
Exhibit 99.1
Frozen Food Express Industries, Inc.
Announces Board Member Retirement and Appointment

 
DALLAS, August 19, 2009 (GLOBE NEWSWIRE) -- Frozen Food Express Industries, Inc. (Nasdaq:FFEX) today announced that Leroy Hallman retired from the Board of Directors, a position he has held since 1975.  Mr. Hallman is a retired attorney and also served as a member of the Audit Committee and Compensation Committee.
 
 
Kevin Kilpatrick has been appointed to Frozen Food Express Industries, Inc’s Board of Directors until the election at the May 2010 Annual Shareholders’ meeting.   Mr. Kilpatrick is the CEO and Chairman of DFW Paving LLC, a concrete and asphalt company.  He also is the Co-Owner and Executive Vice President of Sky USA Precision Manufacturing LLC, whose purpose is to design products and technology that develop and serve the Aerospace Industry.  Previously, he was the CEO of PESCOR Plastics.
 
 
“For over 30 years Leroy Hallman has been a tremendous asset to our Board of Directors,” said Stoney M. “Mit” Stubbs, FFE’s Chairman of the Board, “investing his time, abilities and wisdom to help make FFE Transportation Services a leader in transportation solutions.   On behalf of FFE’s customers, vendor partners, Board members and team members, I would like to thank Mr. Hallman for his ongoing commitment and dedicated service to our organization.”
 
 
Mr. Stubbs continued, “Kevin Kilpatrick has a keen understanding of business strategies.  We anticipate his entrepreneurial spirit and experience will benefit the Board immensely and we look forward to his service and the insight he will bring.”
 
 
About FFEX
 
 
Frozen Food Express Industries, Inc. is one of the leading temperature-controlled truckload and less-than-truckload carriers in the United States with core operations in the transport of temperature-controlled products and perishable goods including food, health care and confectionery products. Service is offered in over-the-road and intermodal modes for temperature-controlled truckload and less-than-truckload, as well as dry truckload. We also provide brokerage/logistics services, as well as dedicated fleets to our customers. Additional information about Frozen Food Express Industries, Inc. can be found at the http://www.ffex.net. To join our email alert list, please click on the following link: http://financials.ffex.net/alerts.cfm. FFE's common stock is traded on the Nasdaq Global Select market under the symbol FFEX.
 
 
The Frozen Food Express Industries, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3209
 
CONTACT:  Frozen Food Express Industries, Inc.
          Russell Stubbs, SVP and COO
          John Hickerson, SVP and CMO
          Ronald Knutson, SVP and CFO
          (214) 630-8090
          ir@ffex.net
 



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