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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): July 31, 2020

 

ECHO GLOBAL LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-34470 20-5001120
(State or other jurisdiction
of incorporation)
(Commission
File Number)  
(I.R.S. Employer
Identification No.)
     
  600 West Chicago Avenue
  Suite 725 60654
  Chicago, Illinois (Zip Code)
  (Address of principal executive offices)  

 

  (800) 354-7993  
  (Registrant’s telephone number, including area code)  
     
  N/A  
(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
Common stock, par value $0.0001 ECHO The NASDAQ Stock Market LLC

 

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 8.01 Other Events

 

On August 4, 2020, Echo Global Logistics, Inc. (the “Company”) announced that on July 31, 2020, its Board of Directors approved an amended repurchase program, which provides for the repurchase of the Company’s outstanding common stock, to (i) add an additional $50 million of capacity and (ii) extend the program through July 31, 2022. The timing and amount of any repurchases will be determined based on market conditions and other factors, and the program may be discontinued or suspended at any time. Repurchases will be made in compliance with Securities and Exchange Commission rules and other legal requirements.

 

A copy of the press release relating to the Company’s repurchase program is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits

 


(d)            Exhibits:

 

Exhibit No. Description
99.1 Press Release, dated August 4, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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 hereunto duly authorized.

 

  ECHO GLOBAL LOGISTICS, INC.
   
   
Dated: August 4, 2020 By: /s/ Kyle Sauers
  Name:  Kyle Sauers
  Title:    Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

Echo Global Logistics, Inc. Announces Increase in Common Stock Repurchase Authorization

 

CHICAGO, Aug. 4, 2020 /PRNewswire/ -- Echo Global Logistics, Inc. (NASDAQ: ECHO), a leading provider of technology-enabled transportation management services, today announced that on July 31, 2020, its Board of Directors amended its ongoing repurchase program, which provides for the repurchase of the Company’s outstanding common stock, to add an additional $50 million of capacity and extend the program through July 31, 2022.  As of the amendment date, and inclusive of this $50 million increase, the Company has approximately $60.2 million of repurchase availability under its repurchase program.

 

Under the program, purchases may be made from time to time in the open market, or through privately negotiated transactions, block transactions, or other techniques, as determined by the Company’s management and in accordance with prevailing market conditions and the requirements of the Securities and Exchange Commission. The Company expects to fund all purchases from cash on hand, cash available under the Company’s revolving credit facility, and future cash flows from operations. The Company is not obligated to acquire a particular number of shares and the program may be discontinued at any time at the Company’s discretion.

 

“The repurchase program gives us the ability to capitalize on opportunities created by the market to provide additional shareholder value, while maintaining the flexibility to invest in our growth,” said Doug Waggoner, Chairman of the Board of Directors and Chief Executive Officer at Echo. “Today’s announcement highlights our belief in the strength of our business.”

 

Forward-Looking Statements

 

All statements made in this release, other than statements of historical fact, are or may be deemed to be forward-looking statements. These statements are forward-looking statements under the federal securities laws. We can give no assurance that any future results discussed in these statements will be achieved. These statements are based on current plans and expectations of Echo Global Logistics and involve risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be different from any future results, performance, or achievements expressed or implied by these statements. Information concerning these risks, uncertainties, and other factors is contained under the headings “Risk Factors” and “Forward-Looking Statements” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2019, and other filings with the SEC.

 

About Echo Global Logistics

 

Echo Global Logistics, Inc. (NASDAQ: ECHO) is a leading Fortune 1000 provider of technology-enabled transportation and supply chain management services. Headquartered in Chicago with more than 30 offices around the country, Echo offers freight brokerage and Managed Transportation solutions for all major modes, including truckload, partial truckload, LTL, intermodal, and expedited. Echo maintains a proprietary, web-based technology platform that compiles and analyzes data from its network of over 50,000 transportation providers to serve 35,000 clients across a wide range of industries and simplify the critical tasks involved in transportation management. For more information on Echo Global Logistics, visit: www.echo.com.

 

INVESTOR RELATIONS CONTACTS:

 

Kyle Sauers

Chief Financial Officer

Echo Global Logistics

312-784-7695

 

Zach Jecklin

SVP of Strategy

Echo Global Logistics

312-784-2046

 

MEDIA CONTACT:

 

Christopher Clemmensen

SVP of Marketing

Echo Global Logistics

312-784-2132

 

 

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