jbhunt_8k-042612.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):
April 26, 2012
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.
|
ELECTION OF DIRECTOR
|
On April 26, 2012, our Board of Directors waived its mandatory retirement age until the close of our 2014 Annual Meeting of Stockholders. Subsequently, our Board elected Dr. John A. White to serve a one year term until the close of our 2013 Annual Meeting of Stockholders. Dr. White had previously resigned his position on our Board effective April 26, 2012, in accordance with the Company’s mandatory retirement age policy for Directors.
Dr. White will serve as a member of the Audit, the Executive Compensation, and the Nominating and Corporate Governance Committees. Dr. White had been a member of our Board since 1998. Dr. White is Chancellor Emeritus and Distinguished Professor of the University of Arkansas. Previous to this appointment, he served as Chancellor of the University of Arkansas, a position he held for 11 years, beginning July 1, 1997. A graduate of the University of Arkansas (BSIE), Virginia Tech (MSIE) and The Ohio State University (Ph.D.), he also holds honorary doctorates from the Katholieke Universitiet of Leuven in Belgium and from George Washington University. Dr. White is a member of the National Academy of Engineering and serves on the Board and the Audit Committee of Motorola Solutions, Inc. He has also served on the Boards of Directors and the Audit Committees of Eastman Chemical, Logility and Russell Corporation.
|
ITEM 5.07.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
Our Annual Meeting of Stockholders was held on April 26, 2012. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. The following three matters were included in our proxy dated March 19, 2012 and were voted upon at the annual meeting. Final vote tabulations are indicated below:
|
1.
|
To elect Directors for a term of one (1) year:
|
|
:
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Non Votes
|
|
| Douglas G. Duncan |
|
|
104,633,454 |
|
|
|
540,798 |
|
|
|
41,392 |
|
|
|
4,739,778 |
|
|
Francesca M. Edwardson
|
|
|
104,468,199 |
|
|
|
690,532 |
|
|
|
56,913 |
|
|
|
4,739,778 |
|
|
Wayne Garrison
|
|
|
100,424,816 |
|
|
|
4,562,840 |
|
|
|
227,988 |
|
|
|
4,739,778 |
|
|
Sharilyn S. Gasaway
|
|
|
104,629,165 |
|
|
|
565,682 |
|
|
|
20,797 |
|
|
|
4,739,778 |
|
|
Gary C. George
|
|
|
104,368,949 |
|
|
|
706,649 |
|
|
|
140,046 |
|
|
|
4,739,778 |
|
|
Bryan Hunt
|
|
|
93,006,525 |
|
|
|
11,975,858 |
|
|
|
233,261 |
|
|
|
4,739,778 |
|
|
Coleman H. Peterson
|
|
|
104,259,749 |
|
|
|
834,192 |
|
|
|
121,703 |
|
|
|
4,739,778 |
|
|
John N. Roberts, III
|
|
|
103,511,404 |
|
|
|
1,556,962 |
|
|
|
147,278 |
|
|
|
4,739,778 |
|
|
James L. Robo
|
|
|
104,618,265 |
|
|
|
555,385 |
|
|
|
41,994 |
|
|
|
4,739,778 |
|
|
Kirk Thompson
|
|
|
100,345,083 |
|
|
|
4,641,331 |
|
|
|
229,230 |
|
|
|
4,739,778 |
|
As reported by the Company on Form 8-K, filed April 16, 2012, Mr. William J. Shea, Jr., who had served as a member of our Board of Directors since 2011, resigned his position effective April 16, 2012. Therefore, while his name remained on the election ballot, he was not able to serve on the Board of Directors and any votes cast in favor of his election were ignored.
|
2.
|
To approve the Company’s Second Amended and Restated Management Incentive Plan, including the material terms of the performance goals under such plan:
|
|
For
|
|
|
101,727,242 |
|
|
Against
|
|
|
3,245,404 |
|
|
Abstain
|
|
|
242,998 |
|
|
Non Votes
|
|
|
4,739,778 |
|
|
3.
|
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2012 calendar year:
|
|
For
|
|
|
109,748,261 |
|
|
Against
|
|
|
43,155 |
|
|
Abstain
|
|
|
164,006 |
|
|
Non Votes
|
|
|
0 |
|
No additional business or other matters came before the meeting or any adjournment thereof.
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 on the 1st day of May 2012.
| 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 Accounting Officer) |