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UNITED STATES
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): May 23, 2024

 

 

Hub Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-27754

36-4007085

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2001 Hub Group Way

 

Oak Brook, Illinois

 

60523

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 630 271-3600

 

 

(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 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock

 

HUBG

 

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 23, 2024, Hub Group, Inc. (the “Company”) held its 2024 Annual Meeting at 10:00 a.m. at its Corporate Headquarters, located at 2001 Hub Group Way, Oak Brook, Illinois 60523. As of March 27, 2024, the record date for the 2024 Annual Meeting, there were 61,970,919 shares of Class A common stock and 574,903 shares of Class B common stock outstanding and entitled to vote. Each Class A share is entitled to one vote and each Class B share is entitled to approximately 169 votes. A quorum of stockholders, present in person or by proxy, representing 155,486,945 votes were present at the 2024 Annual Meeting. The final voting results of the 2024 Annual Meeting are set forth below. Each of these items is more fully described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2024.

Proposal One – Election of Directors

The Company’s stockholders elected each of the Company’s ten nominees for director to serve until their respective successors are duly elected and qualified, as set forth below:

Name

Votes For

Votes Withheld

Broker Non-Votes

David P. Yeager

129,875,936

23,593,259

2,017,750

Phillip D. Yeager

132,525,100

20,944,095

2,017,750

Peter B. McNitt

133,495,584

19,973,611

2,017,750

Mary H. Boosalis

129,101,230

24,367,965

2,017,750

Lisa Dykstra

133,543,234

19,925,961

2,017,750

Michael E. Flannery

133,499,473

19,969,722

2,017,750

James C. Kenny

133,334,413

20,134,782

2,017,750

Jenell R. Ross

133,543,793

19,925,402

2,017,750

Martin P. Slark

132,015,409

21,453,786

2,017,750

Gary Yablon

133,500,409

19,968,786

2,017,750

Proposal Two – Advisory Vote to Approve Named Executive Officer Compensation

The Company’s stockholders approved, on an advisory basis, the compensation of its named executive officers as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2024, as set forth below:

For

Against

Abstain

Broker Non-Votes

151,143,283

2,282,004

43,908

2,017,750

Proposal Three – Ratification of Appointment of Auditors

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as set forth below:

 

For

Against

Abstain

Broker Non-Votes

154,834,576

645,355

7,014

n/a

 

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:

May 23, 2024

By:

/s/ Thomas P. LaFrance

 

 

 

Executive Vice President
Chief Legal and Human Resources Officer

 

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Document And Entity Information
May 23, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 23, 2024
Entity Registrant Name Hub Group, Inc.
Entity Central Index Key 0000940942
Entity Emerging Growth Company false
Entity File Number 000-27754
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 36-4007085
Entity Address, Address Line One 2001 Hub Group Way
Entity Address, City or Town Oak Brook
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60523
City Area Code 630
Local Phone Number 271-3600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock
Trading Symbol HUBG
Security Exchange Name NASDAQ
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