Form 8-K

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): April 23, 2020

_______________________________

Hub Group, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

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

2000 Clearwater Drive

Oak Brook, Illinois 60523

(Address of Principal Executive Offices) (Zip Code)

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

On April 23, 2020, Hub Group, Inc. (the "Company") announced that Terri A. Pizzuto, its Executive Vice President, Chief Financial Officer and Treasurer, will retire effective as of June 30, 2020. Ms. Pizzuto will remain with the Company through June 30, 2021 (the "Employment Termination Date") in a non-executive role in order to assist with the transition of her duties. She will continue to vest in any previously granted equity awards that vest on or before the Employment Termination Date, and all other equity awards will be forfeited as of that date. Compensation arrangements with respect to her transitional role have not yet been determined, and when determined, the Company will appropriately amend this current report on Form 8-K.

The Company also announced that Geoff DeMartino and Kevin Beth will be appointed, effective July 1, 2020, to the positions of Executive Vice President and Chief Financial Officer and Executive Vice President and Chief Accounting Officer, respectively.

Mr. DeMartino, age 42, joined Hub Group in 2016 as Vice President, Corporate Development and Strategy. Prior to joining the Company, he spent fifteen years in a variety of financial roles that included corporate development and investment banking. Compensation arrangements with respect to his promotion to Executive Vice President and Chief Financial Officer have not yet been determined, and when determined, the Company will appropriately amend this current report on Form 8-K.

Mr. Beth, age 45, joined Hub Group in 2003 as Corporate Controller and, since 2007, has served as Corporate Controller and Assistant Treasurer. He is a Certified Public Accountant. Compensation arrangements with respect to his promotion to Executive Vice President and Chief Accounting Officer have not yet been determined, and when determined, the Company will appropriately amend this current report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On April 23, 2020, the Company issued the press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K and that is incorporated by reference into this Item announcing the retirement of Ms. Pizzuto and the promotions of Messrs. DeMartino and Beth.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. Not applicable
(b) Pro forma financial information. Not applicable
(c) Shell company transactions. Not applicable
(d) Exhibits. See Exhibit Index to this report.

EXHIBIT INDEX

Exhibit Number		Description

99.1		Press Release issued by Hub Group, Inc. dated April 23, 2020
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: April 23, 2020	By:	/s/ Terri A. Pizzuto
		Terri A. Pizzuto
		Executive Vice President, Chief Financial Officer and Treasurer

EdgarFiling

EXHIBIT 99.1

Hub Group Announces Retirement of Terri Pizzuto as Chief Financial Officer and Appointments of Geoff DeMartino as Chief Financial Officer and Kevin Beth as Chief Accounting Officer

OAK BROOK, Ill., April 23, 2020 (GLOBE NEWSWIRE) -- Hub Group (NASDAQ: HUBG) announced that Terri Pizzuto, Executive Vice President, Chief Financial Officer and Treasurer, has decided to retire effective June 30, 2020.

Pizzuto joined Hub Group in 2002 and assumed her current role in 2007. During her tenure, she led the company’s finance and accounting functions, supporting the business as it grew from $1 billion in revenue to nearly $4 billion today. She has provided solid leadership as a key member of the executive team and has helped to distinguish Hub Group with the investment community. Pizzuto will remain an employee of the company until June 30, 2021 to assist with the transition of her duties.

“On behalf of the Board of Directors and the management team, I want to thank Terri for her passion and dedication to Hub Group,” said David Yeager, Chairman and CEO. “Terri’s mastery of our financial strategy, her relationships with investors and analysts, and her vision will be greatly missed.”

Hub Group also announced that Pizzuto will be succeeded by Geoff DeMartino as Executive Vice President and Chief Financial Officer, and Kevin Beth as Executive Vice President and Chief Accounting Officer. Both appointments will be effective as of July 1, 2020.

DeMartino joined Hub Group in 2016 as Vice President, Corporate Development and Strategy, and has led the acquisitions of Estenson Logistics and CaseStack and the divestiture of Mode Transportation. He has also been responsible for financial planning, investor relations and debt financing activities. Prior to joining Hub, DeMartino spent over 15 years in a variety of financial roles including corporate development and investment banking.

Kevin Beth joined Hub Group in 2003 as Corporate Controller and has served as Controller and Assistant Treasurer since 2007. He has been instrumental in leading the accounting organization through the integration of acquisitions, divestitures and the implementation of new accounting standards. He has also been responsible for the transformation of Hub Group’s financial systems. Beth is a Certified Public Accountant and held various auditing and corporate accounting positions prior to joining Hub Group.

“It has been an honor to be a part of this leadership team and to help drive the tremendous growth and diversification of Hub Group,” said Pizzuto, “I have worked with Geoff and Kevin for many years and am confident they will provide excellent leadership, positioning Hub Group for continued success in the future. I am incredibly thankful for the opportunity to work for this great company, management team and especially the Yeager family.”

About Hub Group
Hub Group is a world-class supply chain solutions provider that offers multi-modal transportation services throughout North America, including intermodal, truck brokerage, dedicated and logistics services. As a publicly traded company with approximately $4 billion in revenue, Hub Group’s organization of over 4,800 employees delivers innovative, customer-focused solutions and industry leading service to help customers better control supply chains and their costs. For more information, visit hubgroup.com.

MEDIA CONTACT: Jennifer Telek, 630-795-3731

Cover	Apr. 23, 2020
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 23, 2020
Entity File Number	0-27754
Entity Registrant Name	Hub Group, Inc.
Entity Central Index Key	0000940942
Entity Tax Identification Number	36-4007085
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2000 Clearwater Drive
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
Entity Emerging Growth Company	false