ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On July 20, 2022, the Board of Directors of J.B. Hunt Transport Services, Inc.
(the "Company") appointed Shelley Simpson to serve as President of the Company
effective August 1, 2022. John N. Roberts, III will remain in his role as Chief
Executive Officer of the Company.
Ms. Simpson, 50, has served as the Company's Chief Commercial Officer since 2017
and Executive Vice President of People and Human Resources since November 2020.
From 2017 to 2020, she served as the Company's President of Highway Services, a
position created by combining the Company's executive management of its
Integrated Capacity Solutions and Truckload segments. Ms. Simpson previously
served as President of Integrated Capacity Solutions from 2007 to 2017 and
President of Truckload from 2014 to 2017. She also served as the Company's Chief
Marketing Officer from 2011 to 2017. Ms. Simpson joined the Company in 1994.
Effective August 1, 2022, Ms. Simpson's annual base salary will increase to
$725,000. In connection with her promotion, Ms. Simpson was awarded
performance-based restricted share units valued at $5 million which will vest in
equal annual installments over a 10-year period with an initial vest on August
1, 2023 and subsequent vests on January 31 beginning in 2024, subject to the
Company's achievement of predetermined annual operating income targets preceding
the applicable vesting date. Under the Company's Performance Growth Initiative
(PGI) bonus plan, Ms. Simpson's eligible bonus amount will increase to a range
of 75% to 125% of her annual base salary, effective August 1, 2022, consistent
with the PGI bonus plan for Mr. Roberts. Her eligible bonus under the PGI bonus
plan for the period from January 1 through July 31, 2022, will remain at the
Executive Vice President level with a range of 50% to 100% of annual base
salary. PGI bonus payments are subject to the Company's achievement of
predetermined net revenue and earnings before taxes targets for calendar year
2022. Ms. Simpson remains eligible to receive an annual bonus consistent with
the Company's annual operating income bonus plan under the previously disclosed
terms of such plan.
The Company has not entered into any written employment agreement with Ms.
Simpson. Ms. Simpson's husband was employed by the Company until his retirement
in 2021 and earned $192,295 in compensation from the Company during 2021.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CEO TO BOARD
OF DIRECTORS
On July 20, 2022, the Company's Board of Directors approved and adopted
Amendment No. 1 to the Second Amended and Restated Bylaws of the Company (the
"Bylaws"), effective immediately. Amendment No. 1 to the Bylaws updates the
Bylaws to designate that the Chief Executive Officer of the Company shall be a
member of the Board of Directors. The Bylaws previously provided that the
President of the Company shall be a member of the Board of Directors.
The foregoing description of Amendment No. 1 to the Bylaws does not purport to
be complete and is qualified in its entirety by reference to the full text of
Amendment No. 1, a copy of which is attached as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE
On July 20, 2022, we issued a news release announcing the appointment of Shelley
Simpson as President of the Company and certain other executive management
changes which will be effective August 1, 2022. A copy of that news release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
On July 21, 2022, we issued a news release announcing that the Company's Board
of Directors adopted a new share repurchase program authorizing the repurchase
of an additional $500 million of the Company's common stock. A copy of that news
release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
3.1 Amendment No. 1 to the Second Amended and Restated Bylaws J.B.
Hunt Transport Services, Inc., dated July 20, 2022
99.1 News release dated July 20, 2022, issued by J.B. Hunt Transport
Services, Inc.
99.2 News release dated July 21, 2022, issued by J.B. Hunt Transport
Services, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document)
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