001-38528

62-1378182

(Commission File Number)

(I.R.S. Employer Identification No.)

4080 Jenkins Road

Chattanooga, Tennessee

37421

(Address of Principal Executive Offices)

(Zip Code)

 

(423) 510-3000

(Registrant’s telephone number, including area code)

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2018, U.S. Xpress Enterprises, Inc. (the “Company”) announced the appointment of Matt Herndon as Chief Operating Officer, effective November 5, 2018.

 

Mr. Herndon, 46, has been in the trucking business for nearly 30 years, having most recently held the position of Chief Operating Officer at P.A.M. Transport Inc. (“P.A.M.”), the primary operating subsidiary of P.A.M. Transportation Services, Inc., from August 2015 to November 2018. From October 2009 to August 2015, Mr. Herndon served as Vice President of Operations at P.A.M. Prior to this role, Mr. Herndon served in various leadership roles within P.A.M.

 

In connection with his appointment, the Compensation Committee of the Company’s Board of Directors approved compensation for Mr. Herndon as follows:

 

·          an annualized base salary of $325,000;

·          a one-time sign-on cash bonus of $270,000, subject to certain continuous employment and recoupment provisions;

·          a one-time sign-on equity award of restricted shares equivalent to $325,000, vesting in five equal annual installments beginning on November 5, 2019;

·          participation in the Company’s short-term cash incentive plan, with a target of 70% of prorated base salary for 2018, depending upon performance relative Company goals;

·          participation in the Company’s long-term equity incentive plan starting in 2019; and

·          upon termination by the Company without “Cause” (as defined in Mr. Herndon’s employment and noncompetition agreement), one year of salary continuation, subject to certain customary obligations, including compliance with noncompetition, nonsolicitation, and confidentiality obligations.

 

Mr. Herndon also agreed to certain noncompetition, nonsolicitation, and confidentiality obligations. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to Mr. Herndon’s employment and noncompetition agreement, a copy of which will be filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

 

There is no arrangement or understanding between Mr. Herndon and any other person pursuant to which Mr. Herndon was appointed Chief Operating Officer. There are no transactions in which Mr. Herndon has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

On November 2, 2018, the Company also announced that Lisa Quinn Pate, the Company’s Chief Administrative Officer, will retire as an employee of the Company in mid-2019.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

EXHIBIT

Press release issued by the Company on November 2, 2018

The information contained in Item 9.01 of this report and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in Items 5.02 and 9.01 of this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended.  Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by the forward-looking statements.  Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

U.S. Xpress Enterprises, Inc.

(Registrant)

Date: November 8, 2018

By:

Eric A. Peterson

Chief Financial Officer, Treasurer, and Secretary

EXHIBIT

Press release issued by the Company on November 2, 2018