TRANSACTIONS WITH RELATED PERSONS
Our Audit Committee reviews and approves related person transactions that involve us and are of the type that are required to be disclosed in
our Proxy Statement by SEC rules. A transaction may be a related person transaction if any of our directors, executive officers, owners of more than 5% of our common stock, or their immediate family have a material interest in the transaction and
the amount involved exceeds $120,000. The Audit Committee approves a related person transaction if it determines that the transaction is at least as favorable to us as could have been obtained if the transaction had been with a person who is not
related to us, or is in our best interest.
Mr. Matthew T. Moroun is Chairman of our Board of Directors, which is designated as
a non-officer position, Chairman of the Compensation and Stock Option Committee and the Executive Committee of our Board of Directors, and our largest shareholder. He is the sole shareholder,
Chairman and a director of CenTra, Inc., a diversified holding company based in Warren, Michigan. He is also the Chairman and controlling shareholder of Oakland Financial Corporation, an insurance holding company, and its subsidiaries, based in
Sterling Heights, Michigan, and a principal shareholder in other family-owned businesses engaged in, among other things, transportation services and real estate acquisition, development and management. Mr. Matthew T. Moroun is the son of
Nora M. Moroun, who is the owner of more than 5% of our common stock. Our director, Mr. Matthew J. Moroun, is the son of Mr. Matthew T. Moroun and grandson of Ms. Nora M. Moroun.
Mr. Matthew T. Moroun, certain trusts controlled by Mr. Moroun, and their respective transferees have registration rights under
an agreement with us dated July 25, 2012. Subject to certain conditions and exceptions, such shareholders may require us to register their securities if the anticipated aggregate offering price of the securities covered by the registration
exceeds $25,000,000. Also, if we propose to register any of our securities, subject to certain exceptions and limitations, and whether or not the registration is for our own account, we are required to give these shareholders the opportunity to
participate in the registration. If a registration is underwritten and the managing underwriter advises us that marketing factors require a limitation on the number of shares that may be underwritten, we generally receive first priority with respect
to the shares issued and sold. We generally are required to pay the registration expenses in connection with registrations.
CenTra, Inc.
and its affiliates are controlled by Mr. Matthew T. Moroun, who also holds a controlling interest in Universal. CenTra and its affiliates provide administrative support services to Universal, including legal, human resources, tax, IT
infrastructure and services to host our accounting system in a data center environment. The cost of these services is based on the actual or estimated utilization of the specific services and is charged to the Company. These costs totaled
$2.6 million and $4.1 million for 2020 and 2019, respectively.
In addition to the arrangements described above, we are
currently a party to a number of arrangements with CenTra and its affiliates that we expect to continue.
We periodically carry freight
for CenTra and its affiliates in the ordinary course of business at market rates. Revenue for these services for 2020 and 2019 totaled $0.9 million and $1.6 million, respectively. Affiliates of CenTra have also provided transportation
services at market rates in the ordinary course of business. The cost of these services for 2020 and 2019 totaled $22,000 and $65,000, respectively.
We pay CenTra the direct variable cost of maintenance, fueling and other operational support costs for services delivered at our
affiliates trucking terminals that are geographically remote from our own facilities. Such costs are billed when incurred, paid on a routine basis, and reflect actual labor utilization, repair parts costs or quantities of fuel purchased. In
connection with our transportation services, we also pay tolls and other fees for international bridge crossings to certain related entities which are under common control with CenTra. The cost of these services for 2020 and 2019 totaled $0.8 and
$0.9 million, respectively.
We currently lease 28 office, terminal and yard facilities from CenTras affiliates based on either
month-to-month or contractual, multi-year lease arrangements that are billed and paid monthly. At December 31,
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