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): October 29, 2014
J.B. HUNT TRANSPORT SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Arkansas |
0-11757 |
71-0335111 |
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(STATE OR OTHER JURISDICTION OF |
Commission File Number |
(IRS EMPLOYER |
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INCORPORATION OR ORGANIZATION |
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IDENTIFICATION NO.) |
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615 J.B. Hunt Corporate Drive |
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Lowell, Arkansas |
72745 |
(479) 820-0000 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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ITEM 5.02. |
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On October 29, 2014, our Executive Compensation Committee recommended and independent members of the Board of Directors approved the following base salaries.
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John N. Roberts III |
President and CEO |
$ | 750,000 | ||
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Kirk Thompson |
Chairman of the Board |
$ | 450,000 | ||
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Terry Matthews |
EVP, President of Intermodal |
$ | 450,000 | ||
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David G. Mee |
EVP, Finance and Administration and CFO |
$ | 450,000 | ||
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Shelley Simpson |
EVP, President of ICS and Truckload and CMO |
$ | 400,000 |
A summary of our compensation arrangements with our named executive officers, excluding awards which may be made under our Management Incentive Plan, is attached as an exhibit to this Form 8-K.
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ITEM 8.01. |
OTHER EVENTS |
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 October 29, 2014, we issued a news release announcing the declaration of a regular quarterly dividend of $0.20 per common share payable to stockholders of record on November 14, 2014. The dividend will be paid on November 28, 2014.
A copy of the news release is furnished as an exhibit to this Form 8-K.
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ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS |
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(d) |
Exhibits. | |
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99.1 |
News release issued by J.B. Hunt Transport Services, Inc. on October 29, 2014 announcing declaration of a dividend. |
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99.2 |
Summary of Compensation Arrangements with Named Executive Officers |
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, in the city of Lowell, Arkansas, on the 4th day of November 2014.
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J.B. HUNT TRANSPORT SERVICES, INC. |
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BY: |
/s/ John N. Roberts, III |
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John N. Roberts, III President and Chief Executive Officer (Principal Executive Officer) |
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BY: |
/s/ David G. Mee |
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David G. Mee Executive Vice President, Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer) |
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Exhibit 99.1
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J.B. Hunt Transport, Inc. 615 J.B. Hunt Corporate Drive Lowell, Arkansas 72745 |
Contact: |
David G. Mee EVP, Finance/Administration and Chief Financial Officer (479) 820-8363 |
FOR IMMEDIATE RELEASE
J. B. HUNT TRANSPORT SERVICES, INC. ANNOUNCES PAYMENT OF DIVIDEND
LOWELL, Arkansas – October 29, 2014 – J.B. Hunt Transport Services, Inc. (NASDAQ:JBHT) announced today that its Board of Directors has declared the regular quarterly dividend on its common stock of $.20 (twenty cents) per common share, payable to stockholders of record on November 14, 2014. The dividend will be paid on November 28, 2014.
About J.B. Hunt
J.B. Hunt Transport focuses on providing safe and reliable transportation services to a diverse group of customers throughout the continental United States, Canada and Mexico. Utilizing an integrated, multimodal approach, the company provides capacity-oriented solutions centered on delivering customer value and industry-leading service.
J.B. Hunt Transport Services, Inc. stock trades on NASDAQ under the ticker symbol JBHT and is a component of the Dow Jones Transportation Average. J.B. Hunt Transport, Inc. is a wholly owned subsidiary of JBHT. For more information, visit www.jbhunt.com.
Exhibit 99.2
SUMMARY OF COMPENSATION ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
On October 29, 2014, the Executive Compensation Committee of J.B. Hunt Transport Services, Inc. (the “Company”) recommended and independent members of the Board of Directors approved the following base salaries. All base salaries were effective immediately. The Executive Compensation Committee of the Company approved the following other compensation amounts (effective January 1, 2015), excluding awards which may be made under our Management Incentive Plan, as indicated:
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All Other |
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Base |
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Bonus |
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Compensation |
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Named Executive Officer |
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Salary |
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($) |
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($) |
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John N. Roberts, III |
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President and CEO |
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$750,000 |
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(1) |
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(3), (4) |
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Kirk Thompson |
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Chairman of the Board |
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$450,000 |
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(2) |
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(3), (4) |
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Terry Matthews |
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EVP, President of Intermodal |
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$450,000 |
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(1) |
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(3), (4) |
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David Mee |
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EVP, Finance/ Administration and CFO |
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$450,000 |
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(1) |
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(3), (4) |
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Shelley Simpson |
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EVP, President of ICS and Truckload and CMO |
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$400,000 |
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(1) |
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(3), (4) |
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(1) |
The Company has a performance-based bonus program that is related to the Company’s earnings per share (EPS) for calendar year 2015. According to the 2015 EPS bonus plan, each of the Company’s named executive officers may earn a bonus ranging from zero to 170% of the Executives’ annual base salary. Based on the Company’s current expectations for 2015 EPS, each named executive officer can be projected to earn a bonus equal to between zero and 30% of the base salary. |
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(2) |
Kirk Thompson, as Chairman of the Board, is not eligible to participate in the 2015 EPS bonus plan. |
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(3) |
The Company will reimburse each named executive officer up to $10,000 for actual expenses incurred for legal, tax and estate plan preparation services. |
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(4) |
The Company has a 401(k) retirement plan that includes matching contributions on behalf of each of the named executive officers. The plan is expected to pay each named executive officer approximately $6,000 during 2015. |