0001437749-15-018852.txt : 20151026 0001437749-15-018852.hdr.sgml : 20151026 20151026142815 ACCESSION NUMBER: 0001437749-15-018852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20151022 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151026 DATE AS OF CHANGE: 20151026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT J B TRANSPORT SERVICES INC CENTRAL INDEX KEY: 0000728535 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710335111 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11757 FILM NUMBER: 151174819 BUSINESS ADDRESS: STREET 1: 615 JB HUNT CORPORATE DR STREET 2: PO BOX 130 CITY: LOWELL STATE: AR ZIP: 72745 BUSINESS PHONE: 479-820-0000 MAIL ADDRESS: STREET 1: 615 JB HUNT CORPORATE DRIVE STREET 2: PO BOX 130 CITY: LOWELL STATE: AR ZIP: 72745 8-K 1 jbht20151026_8k.htm FORM 8-K jbht20151026_8k.htm

 

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 22, 2015 

 

 

 

J.B. HUNT TRANSPORT SERVICES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

   

     

           Arkansas

0-11757 

71-0335111

(State or other Jurisdiction of   

Commission File Number

(IRS Employer

Incorporation or Organization

 

Identification No.)

 

 

 

 

 

 

 

 

 

615 J.B. Hunt Corporate Drive

 

 

Lowell, Arkansas

72745 

(479) 820-0000

(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:

 

 

☐

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 240.13e-4(c))

 

 

 
 
 

 

ITEM 5.02.

COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On October 22, 2015, our Executive Compensation Committee recommended and independent members of the Board of Directors approved the following base salaries. 

 

John N. Roberts III

President and CEO

$ 800,000

     

Terry Matthews

EVP, President of Intermodal

$ 475,000

 

 

 

David G. Mee

EVP, Finance and Administration and CFO

$ 475,000

 

 

 

Shelley Simpson

EVP, President of ICS and Truckload and CMO

$ 475,000

     

Nicholas Hobbs

EVP, President of DCS

$ 450,000

     
Kirk Thompson Chairman of the Board $ 350,000

   

 

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 and is incorporated by reference into this report.

 

 

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 22, 2015, we issued a news release announcing the declaration of a regular quarterly dividend of $0.21 per common share payable to stockholders of record on November 6, 2015. The dividend will be paid on November 20, 2015. Also on October 22, 2015, in a separate news release, we announced that our Board of Directors adopted a new share repurchase program authorizing the repurchase of $500 million of the Company’s common stock.

 

A copy of the news releases are furnished as exhibits to this Form 8-K.

 

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits.

 

99.1

News release issued by J.B. Hunt Transport Services, Inc. on October 22, 2015 announcing declaration of a dividend.

     
 

99.2

News release issued by J.B. Hunt Transport Services, Inc. on October 22, 2015 announcing a share repurchase program.

 

 

99.3

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 26th day of October 2015.

 

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

 

 

 

 

 

 

  

 

 

BY:

/s/  John N. Roberts, III

 

 

 

John N. Roberts, III

President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

BY:

/s/  David G. Mee

 

 

 

David G. Mee

Executive Vice President, Finance and

Administration and Chief Financial Officer

(Principal Financial Officer)

 

 

 

 

 

 

 

 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

 

 

 

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, Ark., October 22, 2015 - 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 $ 0.21 (twenty-one cents) per common share, payable to stockholders of record on November 6, 2015. The dividend will be paid on November 20, 2015.

 

 

 

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.

 

 

 

 

 

 

 EX-99.2 3 ex99-2.htm EXHIBIT 99.2 ex99-2.htm

Exhibit 99.2

 

 

 

 

 

 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 NEW $500 MILLION SHARE

REPURCHASE AUTHORIZATION

 

 

LOWELL, Ark., October 22, 2015 - J.B. Hunt Transport Services, Inc. (NASDAQ:JBHT) announced today that its Board of Directors adopted a new share repurchase program authorizing the repurchase of an additional $500 million of the Company’s common stock. The specific timing and amount of the repurchase will vary based on market conditions, cash flows, securities law limitations and other factors. The repurchase program may be suspended, extended or discontinued at any time without prior notice.

 

 

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.

 

 

 

 EX-99.3 4 ex99-3.htm EXHIBIT 99.3 ex99-3.htm

Exhibit 99.3

 

 

SUMMARY OF COMPENSATION ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS

 

On October 22, 2015, 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, 2016), excluding awards which may be made under our Management Incentive Plan, as indicated:

 

 

 

 

 

 

 

All Other

 

 

Base

 

Bonus

 

Compensation

Named Executive Officer

 

Salary

 

($)

 

($)

 

 

 

 

 

 

 

John N. Roberts, III

 

 

 

 

 

 

President and CEO

 

$800,000

 

(1)

 

(3), (4)

 

 

 

 

 

 

 

Terry Matthews

 

 

 

 

 

 

EVP, President of Intermodal

 

$475,000

 

(1)

 

(3), (4)

 

 

 

 

 

 

 

David Mee

 

 

 

 

 

 

EVP, Finance/ Administration and CFO

 

$475,000

 

(1)

 

(3), (4)

 

 

 

 

 

 

  

Shelley Simpson

 

 

 

 

 

 

EVP, President of ICS and Truckload and CMO

 

$475,000

 

(1)

 

(3), (4)

 

 

 

 

 

 

  

Nicholas Hobbs

 

 

 

 

 

 

EVP, President of DCS

 

$450,000

 

(1)

 

(3), (4)

 

 

 

 

 

 

  

Kirk Thompson

 

 

 

 

 

 

Chairman of the Board

 

$350,000

 

(2)

 

(3), (4)

 

 

 

(1)

The Company has a performance-based bonus program that is related to the Company’s earnings per share (EPS) for calendar year 2016. According to the 2016 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.  The Company implemented a new Performance Growth Incentive (PGI) bonus plan for calendar year 2016 that is related to the Company’s net revenue and earnings before interest and taxes for calendar year 2016. Under the plan, John Roberts, as President and CEO, may earn a bonus ranging from zero to 125%. Each other named executive officer may earn a bonus ranging from zero to 100%.

 

(2)

Kirk Thompson, as Chairman of the Board, is not eligible to participate in the 2016 EPS bonus plan or the 2016 PGI bonus plan.

 

(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.

 

(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 2016.