0000940942-15-000002.txt : 20150108 0000940942-15-000002.hdr.sgml : 20150108 20150108164158 ACCESSION NUMBER: 0000940942-15-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150102 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: 20150108 DATE AS OF CHANGE: 20150108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUB GROUP INC CENTRAL INDEX KEY: 0000940942 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 364007085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27754 FILM NUMBER: 15516823 BUSINESS ADDRESS: STREET 1: 377 E BUTTERFIELD RD STREET 2: STE 700 CITY: LOMBARD STATE: IL ZIP: 60148 BUSINESS PHONE: 7089645800 MAIL ADDRESS: STREET 1: 377 EAST BUTTERFIELD RD STREET 2: SUITE 700 CITY: LOMBARD STATE: IL ZIP: 60148 8-K 1 hg8k2015q1.htm OFFICER CHANGE hg8k2015q1.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 AND EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) January 5, 2015
HUB GROUP, INC.
(Exact name of registrant as specified in its charter)
 
DELAWARE
(State or Other Jurisdiction of Incorporation)
 
0-27754
36-4007085
(Commission File Number)   (I.R.S. Employer Identification No.)
 
 
2000 Clearwater Drive
Oak Brook, Illinois 60523
(Address, including zip code, of principal executive offices)

(630) 271-3600
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant any of the following provisions:
 
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 



 
 
 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 5, 2015, David C. Zeilstra, Hub Group’s Secretary, Vice President, and General Counsel, resigned his employment with Hub Group.  Mr. Zeilstra will be taking a more active role in his family business. Pursuant to the terms of a consulting letter agreement, Mr. Zeilstra will remain a consultant to Hub Group for a period of one year for a fee of $10,000 per month, terminable by either party on 30 days' notice. The foregoing summary is qualified in its entirety by reference to the consulting letter agreement, which is attached hereto as Exhibit 10.1.

On January 5, 2015, Douglas G. Beck, age 48, was appointed interim Vice President, Secretary and General Counsel.  Mr. Beck has been the Assistant General Counsel at Hub Group since June 2011.  Prior to joining Hub Group, Mr. Beck was Senior Counsel at Alberto-Culver Company from April 2007 to June 2011.  Mr. Beck received a Juris Doctor degree from the Northwestern University School of Law in 1992 and a Bachelor of Arts degree from the University of Illinois at Urbana-Champaign in 1987.
 
 
 
 
 
Item 9.01        FINANCIAL STATEMENTS AND EXHIBITS
   
 
(a)  Not Applicable.
 
 
(b)  Not Applicable.
 
 
(c)  Not Applicable.
 
 
(d)  A list of exhibits filed herewith is contained on the Exhibit
 
       Index which immediately precedes such exhibits and is
 
 
       incorporated herein by reference
 

 
 
 
 
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 hereunto duly authorized.
 
 
 
 

 

 
  HUB GROUP, INC.
   
DATE: January 8, 2015 /s/ Terri A. Pizzuto
  By: Terri A. Pizzuto
  Title: Executive Vice President, Chief Financial Officer
            and Treasurer
 
 
 
 
 
 
EXHIBIT INDEX
 
 
 
Exhibit No.
 
10.1   Consulting letter agreement, dated as of December 17, 2014, by and between DZ Holdings, LLC and Hub Group, Inc.
EX-10.1 2 hg8k2015letter.htm CONSULTING LETTER AGREEMENT hg8k2015letter.htm

 
Exhibit 10.1
 

 
December 17, 2014

DZ Holdings, LLC
 
 
Dear Dave,

As discussed, once you leave, Hub Group, Inc. would like to engage your corporation, DZ Holdings, LLC, to provide business consulting and transition services (not legal services) to Hub Group.

The term of this engagement is for one year and the fee will be $10,000 per month, terminable by either party on 30 days notice.  It is expected that you will provide up to 20 hours of consulting services each month.  You will of course be expected to maintain the confidentiality of any non-public information regarding Hub which you are given.  Your liability for losses, damages, liabilities, suits and claims arising out of or related to this engagement shall not exceed the total amount of fees paid by Hub to you under this engagement; provided, however, these limitations shall not apply in the event of your gross negligence, willful misconduct or violation of applicable law.

If these terms are acceptable, please sign below.


Sincerely,     Agreed and accepted:  
         
         
/s/  David P. Yeager
   
/s/   David C. Zeilstra
 
Name  David P. Yeager
   
Name   David C. Zeilstra
 
Title    Chief Executive Officer
   
Title     Manager
 
HUB GROUP, INC.      DZ HOLDINGS, LLC