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8-K

Hub Group, Inc. (HUBG)

8-K 2020-05-21 For: 2020-05-20
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Added on April 08, 2026

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 (Dateof earliest event reported): May 20, 2020

_______________

Hub Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware 0-27754 36-4007085
(State<br> or Other Jurisdiction of Incorporation) (Commission<br> File Number) (I.R.S.<br> Employer Identification No.)

2000 Clearwater Drive

Oak Brook, Illinois 60523

(Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, includingarea code: (630) 271-3600

_______________

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 240.13 e-4(c))

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

Title<br> of each class Trading<br> Symbol(s) Name<br> of each exchange on which registered
Class<br> A Common Stock HUBG NASDAQ

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

The 2020 Annual Meeting of Stockholders of Hub Group, Inc. (the “Company”) was held on May 20, 2020. The final voting results of the 2020 Annual Meeting are set forth below. Each of these proposals is more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 7, 2020 (the “Proxy Statement”).

Proposal One- Election of Directors

Each of the eight nominees for director was elected to serve as a director of the Company, each to hold office until the Annual Meeting of the Company’s Stockholders to be held in 2021 or until his or her successor is duly elected and qualified. Votes were cast as follows:

Name Votes<br> For Votes<br> Withheld Broker<br> Non-Votes
David<br> P. Yeager 84,755,792 1,350,979 941,887
Mary<br> H. Boosalis 85,638,802 467,969 941,887
James<br> C. Kenny 85,596,322 510,449 941,887
Peter<br> B. McNitt 85,633,325 473,446 941,887
Charles<br> R. Reaves 83,894,171 2,212,600 941,887
Martin<br> P. Slark 84,188,891 1,917,880 941,887
Jonathan P. Ward 85,633,325 473,446 941,887
Jenell<br> R. Ross 85,987,131 119,640 941,887

Proposal Two- Advisory Vote on Executive Compensation

The compensation of the Company’s named executive officers as described in the Proxy Statement was approved on an advisory (non-binding) basis. Votes cast were as follows:

Votes For Votes<br> Against Abstentions Broker<br> Non-Votes
85,595,876 408,375 102,520 941,887

Proposal Three-Ratification of the Selection of IndependentRegistered Public Accounting Firm

The selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, was ratified. Votes cast were as follows:

Votes For Votes<br> Against Abstentions Broker<br> Non-Votes
86,587,032 447,863 13,763 -


EXHIBIT

INDEX

Exhibit No. Description
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

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 21, 2020 By: /s/ Terri A. Pizzuto
Terri A. Pizzuto
Executive Vice President, Chief Financial Officer and Treasurer