UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) January 2, 2018

 

HUB GROUP, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

0-27754 36-4007085
(Commission File Number)   (I.R.S. Employer Identification No.)

 

 

2000 Clearwater Drive

Oak Brook, Illinois 60523

(Address, including zip code, of principal executive offices)

 

(630) 271-3600

(Registrant’s telephone number, including area code)

 

NOT APPLICABLE

(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 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))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On January 2, 2018, the Company granted performance-based restricted stock awards under the Hub Group, Inc. 2017 Long-Term Incentive Plan (the “Plan”) to certain of the Company’s employees, including the Company’s principal executive officer, principal financial officer and named executive officers. These performance-based restricted stock awards represent the right to receive shares of the Company’s Class A Common Stock under the Plan, subject to certain performance restrictions.

 

Attached hereto as Exhibit 10.3 is the Form of Terms of Performance Based Restricted Stock Award to non-directors under the Hub Group, Inc. 2017 Long-Term Incentive Plan. The description of the material terms of the award are qualified in their entirety by reference to the award agreement.

 

Item 9.01 Financial Statements and Exhibits

 

(a)       Not Applicable.

(b)       Not Applicable.

(c)       Not Applicable.

(d)       A list of exhibits filed herewith are contained on the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.

 

 

 

 

[Signature page to follow]

 

 

 

 

 

 

 

 

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.

 

 

  HUB GROUP, INC.
   
DATE: January 5, 2018 /s/ Terri A. Pizzuto
  By: Terri A. Pizzuto
  Title: Executive Vice President, Chief Financial Officer
            and Treasurer

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit No.

 

10.3Form of Terms of Performance Based Restricted Stock Award under the Hub Group, Inc. 2017 Long-Term incentive Plan