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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 20, 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)

 

Registrant's telephone number, including area 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 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 5.07 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 For Votes Withheld Broker Non-Votes
David P. Yeager 84,755,792 1,350,979 941,887
Mary H. Boosalis 85,638,802 467,969 941,887
James C. Kenny 85,596,322 510,449 941,887
Peter B. McNitt 85,633,325 473,446 941,887
Charles R. Reaves 83,894,171 2,212,600 941,887
Martin P. Slark 84,188,891 1,917,880 941,887

Jonathan P. Ward

85,633,325 473,446 941,887
Jenell 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 Against Abstentions Broker Non-Votes
85,595,876 408,375 102,520 941,887

 

Proposal Three-Ratification of the Selection of Independent Registered 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 Against Abstentions Broker 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

 

 

 

 

 

 

 

 

 

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