jbht20150424_8k.htm

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, 2015

 

 

 

 

 

J.B. HUNT TRANSPORT SERVICES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

                     Arkansas  

 

0-11757     

 

71-0335111

(STATE OR OTHER JURISDICTION OF 

 

(Commission File Number)  

 

(IRS EMPLOYER

INCORPORATION OR ORGANIZATION)        IDENTIFICATION NO.)
         
         
615 J.B. Hunt Corporate Drive         
Lowell, Arkansas    72745   (479) 820-0000
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)       (ZIP CODE)    (Registrant’s telephone number)

 

 

             

 

 

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))

 

 
 
 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On April 23, 2015, the Board of Directors (the “Board”) of J.B. Hunt Transport Services, Inc. (the “Company”) adopted and approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), which became effective immediately upon their adoption. The purpose of adopting the Amended and Restated Bylaws was to make various technical updates, clarifications and non-substantive changes to the existing bylaws to conform to applicable law and current corporate governance practices. The Amended and Restated Bylaws, among other things:

 

 

●

remove previous language providing that the Chairman of the Board shall be the chief executive officer of the Company;

 

●

clarify that persons appointed to certain positions, including general counsel, assistant to the Secretary, and assistant to the Treasurer, are not automatically deemed to be officers of the Company but may be designated as officers by the Board;

 

●

clarify that the directors’ terms of office expire at the next Annual Shareholders Meeting;

 

●

make clarifying changes to the shareholder meeting notice and voting provisions to ensure consistency with applicable law; and

 

●

make other non-substantive changes.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Company’s Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

ITEM 5.07.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Our Annual Shareholders Meeting was held on April 23, 2015. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. The following three matters were included in our proxy dated March 13, 2015 and were voted upon at the annual meeting. Final vote tabulations are indicated below: 

 

1.

To elect Directors for a term of one (1) year:

  

   

For

   

Against

    

Abstain

    

Non Votes

  
                                 

Douglas G. Duncan

     103,593,163       457,608       151,242       7,170,098  

Francesca M. Edwardson

     103,307,096       715,785       179,132       7,170,098  

Wayne Garrison

     100,162,040       3,870,555       169,418       7,170,098  

Sharilyn S. Gasaway

     103,624,875       472,602       104,536       7,170,098  

Gary C. George

     101,081,375       2,987,612       133,026       7,170,098  

Bryan Hunt

     96,216,894       7,773,783       211,336       7,170,098  

Coleman H. Peterson

     103,046,825       1,053,506       101,682       7,170,098  

John N. Roberts, III

     102,895,163       1,154,604       152,246       7,170,098  

James L. Robo

     103,284,326       805,817       111,870       7,170,098  

Kirk Thompson

     99,945,411       4,097,586       159,016       7,170,098  

John A. White

     100,708,569       3,429,433       64,011       7,170,098  

  

2.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2015 calendar year:     

 

 

For

     110,667,181  

Against

     495,927  

Abstain

     209,003  

Non Votes

     0  

  

3.

To consider and approve a stockholder proposal to adopt quantitative companywide goals for reducing greenhouse gas emissions and report on the Company’s plans to achieve these goals:

 

 

For

     14,474,925  

Against

     71,624,474  

Abstain

     18,102,614  

Non Votes

     7,170,098  

 

Item 9.01.     Financial Statements and Exhibits

 

(d)     Exhibits

 

3.1     Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc. dated April 23, 2015 

 

 
 
 

 

No additional business or other matters came before the meeting or any adjournment thereof.

 

 

 

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 thereunto duly authorized on the 27th day of April 2015.

 

 

J.B. HUNT TRANSPORT SERVICES, INC.

 

 

 

 

 

 

 

 

 

 

BY:

/s/ John N. Roberts, III

 

 

 

John N. Roberts, III

 

    President and Chief Executive Officer  

 

 

(Principal Executive Officer)

 

 

 

BY:

/s/ David G. Mee

 

 

 

David G. Mee

 

 

 

Executive Vice President, Finance and

 

    Administration and Chief Financial Officer  
    (Principal Financial Officer)