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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 Universal Logistics Holdings, Inc 10-K 12/31/23 102:12M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.79M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 43K
3: EX-21.1 Subsidiaries List HTML 45K
4: EX-23.1 Consent of Expert or Counsel HTML 28K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 42K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
10: R1 Document and Entity Information HTML 101K
11: R2 Consolidated Balance Sheets HTML 154K
12: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
13: R4 Consolidated Statements of Income HTML 121K
14: R5 Consolidated Statements of Income (Parenthetical) HTML 42K
15: R6 Consolidated Statements of Comprehensive Income HTML 56K
16: R7 Consolidated Statements of Comprehensive Income HTML 31K
(Parenthetical)
17: R8 Consolidated Statements of Cash Flows HTML 133K
18: R9 Consolidated Statements of Shareholders' Equity HTML 66K
19: R10 Consolidated Statements of Shareholders' Equity HTML 32K
(Parenthetical)
20: R11 Pay vs Performance Disclosure HTML 41K
21: R12 Insider Trading Arrangements HTML 38K
22: R13 Summary of Significant Accounting Policies HTML 160K
23: R14 Recent Accounting Pronouncements HTML 44K
24: R15 Revenue Recognition HTML 44K
25: R16 Marketable Securities HTML 74K
26: R17 Accounts Receivable HTML 49K
27: R18 Property and Equipment HTML 53K
28: R19 Accrued Expenses and Other Current Liabilities HTML 47K
29: R20 Debt HTML 143K
30: R21 Fair Value Measurements and Disclosures HTML 98K
31: R22 Transactions with Affiliates HTML 87K
32: R23 Income Taxes HTML 170K
33: R24 Leases HTML 163K
34: R25 Retirement Plans HTML 38K
35: R26 Stock Based Compensation HTML 61K
36: R27 Commitments and Contingencies HTML 35K
37: R28 Earnings Per Share HTML 34K
38: R29 Segment Reporting HTML 178K
39: R30 Subsequent Events HTML 35K
40: R31 Summary of Significant Accounting Policies HTML 216K
(Policies)
41: R32 Summary of Significant Accounting Policies HTML 110K
(Tables)
42: R33 Revenue Recognition (Tables) HTML 35K
43: R34 Marketable Securities (Tables) HTML 74K
44: R35 Accounts Receivable (Tables) HTML 47K
45: R36 Property and Equipment (Tables) HTML 51K
46: R37 Accrued Expenses and Other Current Liabilities HTML 46K
(Tables)
47: R38 Debt (Tables) HTML 138K
48: R39 Fair Value Measurements and Disclosures (Tables) HTML 89K
49: R40 Transactions with Affiliates (Tables) HTML 68K
50: R41 Income Taxes (Tables) HTML 168K
51: R42 Leases (Tables) HTML 162K
52: R43 Stock Based Compensation (Tables) HTML 44K
53: R44 Segment Reporting (Tables) HTML 176K
54: R45 Summary of Significant Accounting Policies - HTML 36K
Schedule of Inventories (Detail)
55: R46 Summary of Significant Accounting Policies - HTML 44K
Estimated Useful Lives of Assets (Detail)
56: R47 Summary of Significant Accounting Policies - HTML 94K
Additional Information (Detail)
57: R48 Summary of Significant Accounting Policies - HTML 56K
Schedule of Identifiable Intangible Assets
(Detail)
58: R49 Summary of Significant Accounting Policies - HTML 44K
Estimated Amortization Expense by Year (Detail)
59: R50 Recent Accounting Pronouncements - Additional HTML 104K
Information (Detail)
60: R51 Revenue Recognition - Additional Information HTML 36K
(Detail)
61: R52 Revenue Recognition - Contact Balances Associated HTML 35K
with Customers (Detail)
62: R53 Marketable Securities - Schedule of Market Value, HTML 35K
Cost and Unrealized Gains (Losses) on Equity
Securities (Detail)
63: R54 Marketable Securities - Schedule of Gross HTML 34K
Unrealized Gains and Losses on Marketable
Securities (Detail)
64: R55 Marketable Securities - Summary of Net Realized HTML 36K
Gains (Losses) on Marketable Equity Securities
(Detail)
65: R56 Marketable Securities - Additional Information HTML 38K
(Detail)
66: R57 Accounts Receivable - Additional Information HTML 32K
(Detail)
67: R58 Accounts Receivable - Summary of Activity in HTML 36K
Allowance for Doubtful Accounts (Detail)
68: R59 Property and Equipment - Schedule of Property and HTML 48K
Equipment (Detail)
69: R60 Accrued Expenses and Other Current Liabilities - HTML 41K
Schedule of Accrued Expenses and Other Current
Liabilities (Detail)
70: R61 Debt - Details of Debt (Detail) HTML 83K
71: R62 Debt - Details of Debt (Parenthetical) (Detail) HTML 92K
72: R63 Debt - Summary of Maturities of Principal HTML 65K
Repayment Obligations (Detail)
73: R64 Debt - Additional Information (Detail) HTML 43K
74: R65 Fair Value Measurements and Disclosures - HTML 45K
Financial Assets and Liabilities Measured at Fair
Value on Recurring Basis (Detail)
75: R66 Fair Value Measurement and Disclosures - Summary HTML 37K
of Carrying Values and Estimated Fair Values of
Promissory Notes (Detail)
76: R67 Transactions with Affiliates - Schedule of Amounts HTML 45K
Charged to UTSI (Detail)
77: R68 Transactions with Affiliates - Additional HTML 96K
Information (Detail)
78: R69 Transactions with Affiliates - Schedule of HTML 45K
Services Provided to Affiliates (Detail)
79: R70 Income Taxes - Summary of Income Related to U.S. HTML 38K
and Non-U.S. Operations (Detail)
80: R71 Income Taxes - Provision (Benefit) for Income HTML 57K
Taxes Attributable to Income from Continuing
Operations (Detail)
81: R72 Income Taxes - Additional Information (Detail) HTML 46K
82: R73 Income Taxes - Deferred Income Tax Assets and HTML 61K
Liabilities (Detail)
83: R74 Income Taxes - Income Tax Expense Attributable to HTML 39K
Income from Continuing Operations Differs from
Statutory Rates (Detail)
84: R75 Income Taxes - Changes in Company's Gross HTML 36K
Unrecognized Tax Benefits (Detail)
85: R76 Leases - Summary of Lease Costs (Detail) HTML 46K
86: R77 Leases - Summary of Other Lease Related HTML 50K
Information (Detail)
87: R78 Leases - Schedule of Future Minimum Lease Payments HTML 55K
Under Operating Leases (Detail)
88: R79 Retirement Plans - Additional Information (Detail) HTML 60K
89: R80 Stock Based Compensation - Additional Information HTML 94K
(Detail)
90: R81 Stock Based Compensation - Summary of Status of HTML 62K
Nonvested Shares (Detail)
91: R82 Commitments and Contingencies - Additional HTML 38K
Information (Detail)
92: R83 Earnings Per Share - Additional Information HTML 33K
(Detail)
93: R84 Segment Reporting - Additional Information HTML 30K
(Detail)
94: R85 Segment Reporting - Summary of Company's HTML 62K
Reportable Segment Information (Detail)
95: R86 Segment Reporting - Revenues Attributed to HTML 42K
Geographic Areas (Detail)
96: R87 Segment Reporting - Net Long-Lived Assets by HTML 37K
Geographic Areas (Detail)
97: R88 Subsequent Events - Additional Information HTML 47K
(Detail)
99: XML IDEA XML File -- Filing Summary XML 193K
102: XML XBRL Instance -- ulh-20231231_htm XML 3.18M
98: EXCEL IDEA Workbook of Financial Report Info XLSX 187K
9: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.20M
Linkbases Document -- ulh-20231231
100: JSON XBRL Instance as JSON Data -- MetaLinks 670± 1.02M
101: ZIP XBRL Zipped Folder -- 0000950170-24-032216-xbrl Zip 498K
| EX-97.1 |
Exhibit 97.1
CLAWBACK POLICY
Adopted October 25, 2023
In accordance with the applicable rules of the Nasdaq Stock Market (“NASDAQ”) Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 promulgated thereunder, the Board of Directors (the “Board”) of Universal Logistics Holdings, Inc. (the “Company”) adopts this Clawback Policy (the “Policy”) to provide for the recovery of erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the securities laws.
This Policy shall be administered by the Board or, if so designated by the Board, the independent directors of the Board, in which case references in this Policy to the Board shall be deemed references to such independent directors. Any determinations made by the Board shall be final and binding on all Covered Executives (as defined below).
This Policy applies to all current and former officers of the Company who are or were subject to reporting requirements under Section 16 of the Exchange Act (collectively, “Covered Executives”). Covered Executives shall include, without limitation, all officers identified as executive officers in the Company’s annual proxy statement pursuant to Item 401(b) of Regulation S-K.
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will recover reasonably promptly any excess Clawback-Eligible Incentive Compensation (defined below). For purposes of this Policy, “accounting restatement” includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
For purposes of this Policy, “Incentive Compensation” means any compensation granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure.
Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures. For purposes of this Policy, stock price and total shareholder return are deemed financial reporting measures.
“Clawback-Eligible Incentive Compensation” means Incentive Compensation received by any Covered Executive: (i) on or after October 2, 2023; (ii) after beginning service as a Covered Executive; (iii) who served as an Covered Executive at any time during the applicable performance period relating to any Incentive Compensation; and (iv) during the three (3) completed fiscal years immediately preceding the date on which the Board, a committee of the Board or the officers of the Company authorized to take such action if the Board action is not required, concludes the Company is required to prepare an accounting restatement.
Incentive Compensation is deemed received in the fiscal period during which the specified financial reporting measure is attained, even if the payment, grant or vesting of the Incentive Compensation occurs after the end of that period.
1
The amount to be recovered with respect to each Covered Executive will be the amount of Clawback-Eligible Incentive Compensation that exceeds the amount of Incentive Compensation the Covered Executive otherwise would have received had it been determined based on the restated amounts, as determined by the Board and computed without regard to any taxes paid.
If the Board cannot determine the amount of excess Clawback-Eligible Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, the Board shall make its determination based on a reasonable estimate of the effect of the accounting restatement. The Board shall document its determination of such reasonable estimate and, if necessary, provide such documentation to NASDAQ in accordance with applicable requirements of the NASDAQ listing standards.
The Board will determine, in its sole discretion, the method for recovering Clawback-Eligible Incentive Compensation hereunder, which may include, without limitation:
The Company shall not indemnify any Covered Executive against the loss of any erroneously awarded Clawback-Eligible Incentive Compensation.
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission (“SEC”) or NASDAQ.
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”).
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with any rules or standards adopted by NASDAQ or by the SEC under Section 10D of the Exchange Act. The Board may terminate this Policy at any time.
2
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any cash bonus plan or award, employment agreement, equity incentive plan or award agreement, or similar agreement adopted, made or entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy.
Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the terms of any similar policy or provision in any cash bonus plan or award, employment agreement, equity incentive plan or award agreement, or similar agreement and any other legal remedies available to the Company.
The Board shall recover any excess Clawback-Eligible Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the independent directors of the Board in accordance with Rule 10D-1 under the Exchange Act and the applicable NASDAQ listing standards.
3
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/15/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/25/23 | ||||
| 10/2/23 | ||||
| List all Filings | ||||