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
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Date of Report (Date of earliest event reported): May 13, 2025 |
Hub Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
000-27754 |
36-4007085 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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2001 Hub Group Way |
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Oak Brook, Illinois |
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60523 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 630 271-3600 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Class A Common Stock |
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HUBG |
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The Nasdaq Stock Market |
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.
On May 13, 2025, Hub Group, Inc. (the “Company”) held its 2025 Annual Meeting at 10:00 a.m. at its Corporate Headquarters, located at 2001 Hub Group Way, Oak Brook, Illinois 60523. As of March 17, 2025, the record date for the 2025 Annual Meeting, there were 60,691,372 shares of Class A common stock and 574,903 shares of Class B common stock outstanding and entitled to vote. Each Class A share is entitled to one vote and each Class B share is entitled to approximately 170 votes. A quorum of stockholders, present in person or by proxy, representing 154,103,446 votes were present at the 2025 Annual Meeting. The final voting results of the 2025 Annual Meeting are set forth below. Each of these items is more fully described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 3, 2025 (the “Proxy Statement”).
Proposal One – Election of Directors
The Company’s stockholders elected each of the Company’s ten nominees for director, as set forth below:
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Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
David P. Yeager |
128,280,900 |
23,015,455 |
2,807,091 |
Phillip D. Yeager |
131,925,003 |
19,371,352 |
2,807,091 |
Peter B. McNitt |
132,148,888 |
19,147,467 |
2,807,091 |
Mary H. Boosalis |
126,732,272 |
24,564,083 |
2,807,091 |
Lisa Dykstra |
132,150,668 |
19,145,687 |
2,807,091 |
Michael E. Flannery |
131,956,072 |
19,340,283 |
2,807,091 |
James C. Kenny |
131,851,420 |
19,444,935 |
2,807,091 |
Jenell R. Ross |
131,958,464 |
19,337,891 |
2,807,091 |
Martin P. Slark |
129,854,380 |
21,441,975 |
2,807,091 |
Gary Yablon |
132,143,538 |
19,152,817 |
2,807,091 |
Proposal Two – Advisory Vote to Approve Named Executive Officer Compensation
The Company’s stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement, as set forth below:
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For |
Against |
Abstain |
Broker Non-Votes |
148,711,866 |
2,569,852 |
14,637 |
2,807,091 |
Proposal Three – Ratification of Appointment of Auditors
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, as set forth below:
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For |
Against |
Abstain |
Broker Non-Votes |
153,535,704 |
555,882 |
11,860 |
N/A |
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.
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Date: |
May 15, 2025 |
By: |
/s/ Thomas P. LaFrance |
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Executive Vice President
Chief Legal and Human Resources Officer |