UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) January 8, 2019
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 8, 2019, Hub Group, Inc. (the “Company”) entered into a separation agreement and release with David L. Marsh, former EVP and Chief Highway Solutions Officer of the Company.
The separation agreement provides that Mr. Marsh will be entitled to receive a severance payment and payment under the Company’s 2018 bonus plan, subject to certain performance measurements set by the Compensation Committee of the Board of Directors of the Company.
Under the separation agreement, Mr. Marsh has agreed to customary confidentiality, non-solicitation, non-disparagement, and further covenants with respect to the Company. The separation agreement is subject to a revocation period and, absent a revocation by Mr. Marsh, becomes effective on January 12, 2019.
The foregoing summary of Mr. Marsh’s separation agreement is qualified in its entirety by reference to the full text of the agreement, which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q for the quarter ending March 31, 2019.
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 10, 2019 | /s/ Terri A. Pizzuto | |||
| By: | Terri A. Pizzuto | |||
| Title: | Executive Vice President, Chief Financial Officer | |||
| and Treasurer | ||||