Form 8-K - Current report

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): February 28, 2024

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 Incorporation or Organization	Commission File Number	(IRS Employer 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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	JBHT	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

The information in Item 7.01 and Exhibit 99.1 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 and Exhibit 99.1 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Appointment of Kirk Thompson and Wayne Garrison as Honorary Founding Directors

On February 28, 2024, the Board of Directors (the “Board”) of J.B. Hunt Transport Services, Inc. (the “Company”) appointed Kirk Thompson, current executive Chairman of the Board, and Wayne Garrison, current director and former Chairman of the Board, to serve in a newly established Board advisory role of Honorary Founding Director effective as of the Company’s upcoming annual meeting of shareholders in April 2024 (the “Annual Meeting”). In assuming this new role, Mr. Thompson will retire as Chairman of the Board and as a director of the Company and Mr. Garrison will retire as a director of the Company, each effective upon completion of their current terms as directors at the Annual Meeting.

The Board established the Honorary Founding Director role for the purposes of retaining the extensive and valuable experience and insights of Messrs. Thompson and Garrison beyond their service as directors of the Company in light of their long-standing dedication and service as executives and directors of the Company and their status as highly regarded and trusted advisors in the eyes of management, the Board and the Company’s founding shareholder, Mrs. Johnelle Hunt. As Honorary Founding Directors, Messrs. Thompson and Garrison will provide advice and strategic counsel to the Board and executive management of the Company and will, upon invitation by the Board, be expected to attend meetings of the Board of Directors and its committees, excluding executive sessions. The Honorary Founding Directors will also receive access to all information and materials provided to the Board. Honorary Founding Directors will not be entitled to vote on or consent to any matter considered by the Board or its committees and will not be considered in determining whether or not a quorum is present for any meeting. Each Honorary Founding Director will serve in an employee capacity reporting to the Chairman of the Board until his resignation or removal.

Appointment of John N. Roberts, III as Chairman of the Board and Shelley Simpson as Chief Executive Officer

On February 28, 2024, the Board also appointed John N. Roberts, III, Chief Executive Officer of the Company, to assume the role of executive Chairman of the Board upon Mr. Thompson’s retirement from the Board. In addition, the Board appointed Shelley Simpson to serve as Chief Executive Officer of the Company effective July 1, 2024, and nominated her for election to the Board at the Annual Meeting. Ms. Simpson will continue serving as the Company’s President upon her promotion to Chief Executive Officer. Mr. Roberts will retire as Chief Executive Officer effective July 1, 2024, and will continue serving as executive Chairman of the Board following his retirement as Chief Executive Officer.

Ms. Simpson, 52, has served as the Company’s President since August 1, 2022. Prior to becoming President, she served as Chief Commercial Officer from 2017 to 2022 and Executive Vice President of People and Human Resources from 2020 to 2022. From 2017 to 2020, she served as the Company’s President of Highway Services, a position created by combining the Company’s executive management of its Integrated Capacity Solutions and Truckload segments. Ms. Simpson previously served as President of Integrated Capacity Solutions from 2007 to 2017 and President of Truckload from 2014 to 2017. She also served as the Company’s Chief Marketing Officer from 2011 to 2017. Ms. Simpson joined the Company in 1994 as an hourly customer service representative.

Effective July 1, 2024, Ms. Simpson’s annual base salary will increase to $900,000 and Mr. Roberts’s annual base salary will decrease to $826,400. In connection with her promotion, on July 1, 2024, Ms. Simpson will be awarded performance-based restricted share units representing 9,634 shares of our common stock, which will vest on the same terms as the Company’s annual equity awards granted to its executive leadership team in January 2024, with 75% of the award vesting in four equal annual installments beginning on January 31, 2024, subject to the Company’s achievement of predetermined annual operating income targets preceding the applicable vesting date, and 25% of the award vesting on March 31, 2027, subject to the Company’s achievement of predetermined return on invested capital (ROIC) targets relative to the ROIC performance of certain peer group companies for the three-year period ending December 31, 2026. She will also receive on July 1, 2024, a promotional award of restricted share units valued at $5 million which will vest in three equal annual installments on July 1, 2031, 2032 and 2033. Ms. Simpson and Mr. Roberts each remain eligible to receive an annual bonus consistent with the Company’s annual operating income bonus plan under the previously disclosed terms of such plan.

The Company has not entered into any written employment agreement with Ms. Simpson or Mr. Roberts.

ITEM 7.01. REGULATION FD DISCLOSURE

On February 29, 2024, we issued a news release announcing leadership changes involving the Company’s Board of Directors and Chief Executive Officer. A copy of that news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits.

99.1	News release dated February 29, 2024, issued by J.B. Hunt Transport Services, Inc.

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 thereunto duly authorized on the 29th day of February, 2024.

	J.B. HUNT TRANSPORT SERVICES, INC.


	BY:	/s/ John N. Roberts, III
		John N. Roberts, III
		Chief Executive Officer
		(Principal Executive Officer)


	BY:	/s/ John Kuhlow
		John Kuhlow
		Chief Financial Officer,
		Executive Vice President
		(Principal Financial Officer)

Exhibit 99.1

J.B. Hunt Transport Services, Inc.

615 J.B. Hunt Corporate Drive

Lowell, Arkansas 72745

Contact:

Brad Delco

Senior Vice President –

Finance

investors@jbhunt.com

Brittnee Davie

Vice President –

Marketing

press@jbhunt.com

FOR IMMEDIATE RELEASE

J.B. HUNT ANNOUNCES SHELLEY SIMPSON AS CHIEF EXECUTIVE OFFICER, PRESIDENT

Kirk Thompson, Wayne Garrison to take advisory roles as Honorary Founding Directors

LOWELL, Ark., February 29, 2024 – J.B. Hunt Transport Services Inc. (NASDAQ: JBHT), one of the largest supply chain solutions providers in North America, announced today the appointment of Shelley Simpson as chief executive officer and president of the company, along with her nomination for election to the company’s Board of Directors. Simpson has served as the company’s president since August 1, 2022.

The company also announced that Kirk Thompson, current executive chairman of the Board, along with Wayne Garrison, will both retire from the company’s Board of Directors and will take newly formed Board advisory roles as Honorary Founding Directors.

John N. Roberts, III, outgoing chief executive officer, will assume the role of executive chairman of the Board upon Kirk Thompson’s retirement from the Board. The changes are part of the company’s succession planning and Board development to support future growth and shareholder confidence.

“I am so happy to know Kirk and Wayne will remain involved as advisors beyond their service as directors, and I am excited to congratulate John and Shelley on their new leadership roles,” said Johnelle Hunt, co-founder of J.B. Hunt. “I care deeply about the long-term success of the company, and these changes give me great confidence in the company’s ability to continue to prosper well into the future.”

The Board of Directors appointed Shelley Simpson, 52, as company chief executive officer and president, effective July 1, 2024, and nominated her for election to the Board at the company’s upcoming annual shareholders’ meeting in April 2024. The Board also approved the retirements of Thompson and Garrison at the end of their current terms and approved their appointment as non-voting Honorary Founding Directors.

"Shelley challenges us to be excellent and innovative and always in pursuit of customer value. She will continue to remain focused on disciplined investments to drive appropriate returns and long-term growth for the benefit of our people, customers and shareholders,” said Roberts. “These steps help to ensure the culture and innovative growth mindset that has been so vital to the success of our company remains strong and intact to support the vision and the values of the Company for the foreseeable future.”

Simpson’s career at J.B. Hunt spans nearly 30 years, where she served in a wide range of executive leadership roles focused on delivering on the company’s vision to create the most efficient transportation network in North America. In 2007, Simpson helped found Integrated Capacity Solutions (ICS) and was named president of the business unit. She assumed sales and marketing executive responsibilities in 2011 as chief marketing officer and took on additional leadership roles in 2014 when she was named president of J.B. Hunt’s Truckload business segment. She was named chief commercial officer and president of Highway Services in 2017 and led the strategic direction and launch of the J.B. Hunt 360°® platform. In 2020, Simpson added responsibilities for people and human resources, and was named president in 2022.

“J.B. Hunt is recognized as a leader in the transportation industry. We’re known for our highly talented and experienced people, and I’m honored to have the opportunity to work alongside the very best,” said Simpson. “Kirk, Wayne and John are not only great leaders, but they understand the importance of building great leaders, and how that creates stability, opportunities for growth and ultimately drives long-term success for a company. They’ve grown a culture of integrity and respect, of innovation, safety and excellence, and I am profoundly grateful for the impact they’ve had and will continue to have on the company.”

The creation of the Honorary Founding Director positions for Thompson, a Director since 1985, and Garrison, a Director since 1981, will help preserve the invaluable experiences these founding executives have to contribute for years to come. Thompson joined the company in 1973 and served as president and chief executive officer from 1987 through 2010. Garrison joined the company in 1976, becoming its president in 1982 and chief executive officer in 1985, and served as Chairman of the Board from 1995 to 2010.

“As demonstrated by their long-standing dedication and service to the company, both Wayne and Kirk have substantial experience and institutional knowledge with respect to the company and its business, operations, governance and market position that cannot be replaced. They have led the company as directors and executive officers through periods of exponential growth and success and remain highly regarded and trusted advisors in the eyes of management, the Board and the company’s largest shareholder and founder, Johnelle Hunt,” said Roberts. “We are thankful for their willingness to assume these newly created roles and look forward to continuing to gain from their experiences of starting and running the company with the Hunt family for now over 50 years. We are fortunate to retain their extensive experience and insights.”

Retiring from the Board before reaching the company’s Director age-limitations, Thompson and Garrison will not stand for re-election at the company’s annual Shareholders meeting to allow for additional independent directors to join the Board in the future. In January 2024, the Board welcomed Pat Ottensmeyer, former chief executive officer and president of the Kansas City Southern Railroad, as a newly appointed independent director, following the addition of two other independent Directors in recent years, Thad Hill and Persio Lisboa.

“These Board and management changes reflect our commitment to developing strong leadership, listening to our stakeholders, and enhancing our corporate governance, particularly regarding Board independence, while retaining the significant value our long-standing leaders provide,” said Roberts. “Through their decades of influence, Kirk and Wayne have instilled a culture of growth, leadership, respect and success in the company’s management and employees during its over 60-year history. Retaining their guidance and influence supports the continuity and stability of the Hunt family’s founding ownership interest in the company.”

About J.B. Hunt

J.B. Hunt’s vision is to create the most efficient transportation network in North America. The company’s industry-leading solutions and mode-neutral approach generate value for customers by eliminating waste, reducing costs and enhancing supply chain visibility. Powered by one of the largest company-owned fleets in the country and third-party capacity through its J.B. Hunt 360°® digital freight marketplace, J.B. Hunt can meet the unique shipping needs of any business, from first mile to final delivery, and every shipment in-between. Through disciplined investments in its people, technology and capacity, J.B. Hunt is delivering exceptional value and service that enable long-term growth for the company and its stakeholders.

J.B. Hunt Transport Services Inc. is a Fortune 500 company, an S&P 500 company and a component of the Dow Jones Transportation Average. Its stock trades on NASDAQ under the ticker symbol JBHT. J.B. Hunt Transport Inc. is a wholly owned subsidiary of JBHT. The company’s services include intermodal, dedicated, refrigerated, truckload, less-than-truckload, flatbed, single source, last mile, transload and more. For more information, visit www.jbhunt.com.

Document And Entity Information	Feb. 28, 2024
Document Information [Line Items]
Entity, Registrant Name	J.B. HUNT TRANSPORT SERVICES, INC.
Document, Type	8-K
Document, Period End Date	Feb. 28, 2024
Entity, Incorporation, State or Country Code	AR
Entity, File Number	0-11757
Entity, Tax Identification Number	71-0335111
Entity, Address, Address Line One	615 J.B. Hunt Corporate Drive
Entity, Address, City or Town	Lowell
Entity, Address, State or Province	AR
Entity, Address, Postal Zip Code	72745
City Area Code	479
Local Phone Number	820-0000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	JBHT
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000728535