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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-4.2 |
Exhibit 4.2
DESCRIPTION OF CAPITAL STOCK
The following is a summary of the material terms of the capital stock of Universal Logistics Holdings, Inc. (the “Company”) and the provisions of the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles”), and Sixth Amended and Restated Bylaws (“Bylaws”). It also summarizes relevant provisions of the Michigan Business Corporation Act, which we refer to as Michigan law, or the “MBCA.” Since the terms of our Articles, Bylaws, and Michigan law are more detailed than the general information provided below, we urge you to read the actual provisions of those documents and Michigan law. The following summary of our capital stock is subject in all respects to Michigan law, our Articles, and our Bylaws. If you would like to read our Articles or Bylaws, these documents are on file with the Securities and Exchange Commission.
General
The authorized capital stock of the Company consists of 100,000,000 shares of common stock, no par value, and 5,000,000 shares of preferred stock, no par value. As of December 31, 2023, there were 31,007,100 shares of our common stock issued and 26,284,223 shares of our common stock outstanding, and no shares of our preferred stock were issued and outstanding. Our common stock is listed on the NASDAQ Stock Market.
Common Stock
All of the outstanding shares of our common stock are fully paid and non-assessable.
Voting Rights. Each holder of our common stock is entitled to cast one vote for each share held of record on all matters submitted to a vote of shareholders, including the election of directors. Holders of our common stock have no cumulative voting rights.
Dividends. Holders of our common stock are entitled to receive dividends or other distributions declared by the board of directors. The right of the board of directors to declare dividends is subject to the right of any holders of our preferred stock and the availability under Michigan law of sufficient funds to pay dividends.
Liquidation Rights. If the Company is dissolved, our common shareholders will share ratably in the distribution of all assets that remain after we pay all of our liabilities and satisfy our obligations to the holders of any of our preferred stock.
Preemptive and Other Rights. Holders of our common stock have no preemptive rights to purchase or subscribe for any stock or other securities of the Company, and there are no conversion rights or redemption or sinking fund provisions with respect to our common stock.
Transfer Agent. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
Preferred Stock
The board of directors is authorized to issue shares of our preferred stock at any time, without shareholder approval. It has the authority to determine all aspects of those shares, including the following:
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the designation and number of shares; |
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the dividend rate and preferences, if any, which dividends on that series of preferred stock will have compared to any other class or series of our capital stock; |
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the voting rights, if any; |
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the conversion or exchange privileges, if any, applicable to that series; |
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the redemption price or prices and the other terms of redemption, if any, applicable to that series; and |
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any purchase, retirement or sinking fund provisions applicable to that series. |
Any of these terms could have an adverse effect on the availability of earnings for distribution to the holders of our common stock or for other corporate purposes. We have no agreements or understandings for the issuance of any shares of preferred stock.
Provisions That May Discourage Takeovers
Michigan law and our Bylaws contain provisions that may have the effect of discouraging transactions involving an actual or threatened change of control. These provisions could protect the continuity of our directors and management and possibly deprive shareholders of an opportunity to sell their shares of common stock at prices higher than the prevailing market prices. The following description is subject in its entirety to applicable Michigan law and our Articles and Bylaws.
Ownership of Controlling Shares by the Moroun Family. As of March 4, 2024, certain trusts established for the benefit of Moroun family members beneficially own 19,485,648 shares, or 74.12%, of our outstanding common stock. Our Chairman, Matthew T. Moroun is trustee of these trusts with investment authority over the shares, and Frederick P. Calderone, a member of our Board of Directors, is special trustee of these trusts with voting authority over the shares. Matthew J. Moroun, who is the son of Matthew T. Moroun, is also a member of our Board of Directors. Beneficial ownership of and voting control over this block of shares by the Moroun family trusts could render it more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise and possibly deprive other shareholders of an opportunity to sell their shares at prices higher than the prevailing market prices.
Availability of Authorized but Unissued Shares. All of our preferred stock and a substantial amount of our common stock are authorized but unissued and not reserved for any particular purpose. Our Board of Directors may issue shares of authorized common or preferred stock without shareholder approval. If our Board of Directors decides to issue shares to persons friendly to current management, this could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise. Authorized but unissued shares also could be used to dilute the stock ownership of persons seeking to obtain control of the Company, including dilution through a shareholder rights plan of the type commonly known as a “poison pill,” which the Board of Directors could adopt without a shareholder vote.
Issuance of Preferred Stock. In addition, our Board of Directors could issue preferred shares having voting rights that adversely affect the voting power of our common shareholders, which could have the effect of delaying, deferring or impeding a change in control of the Company.
No Cumulative Voting. Under Michigan law, shareholders do not have cumulative voting rights for the election of directors unless the Articles so provide. Our Articles do not provide for cumulative voting.
Requirements for Advance Notification of Shareholder Nominations. Our Bylaws establish advance notice procedures with respect to shareholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our Board of Directors or a committee of our Board of Directors.
Limitation on Calling Special Meetings of Shareholders. Michigan law allows the board of directors or officers, directors or shareholders authorized in the corporation’s bylaws to call special meetings of shareholders. Our Bylaws provide that a special meeting may be called by our Board of Directors, the Chairman of the Board or the Chief Executive Officer and shall be called by the Chief Executive Officer or Secretary at the request of shareholders holding a majority of the shares of stock entitled to vote at the proposed special meeting. Business to be transacted at a special meeting is limited by our Bylaws to the purpose or purposes stated in the notice of the meeting.
Action by Shareholders Without a Meeting. Our Articles and Bylaws provide that any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting, without notice, and without a vote if a written consent setting forth the action is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. We must give prompt notice of corporate action taken without a meeting by less than unanimous written consent to shareholders who would have been entitled to the shareholder meeting notice if the action had been taken at a meeting and have not consented in writing.
Business Combinations
We are subject to Chapter 7A of the MBCA, which provides that a business combination subject to Chapter 7A between a covered Michigan corporation or any of its subsidiaries and a beneficial owner of shares entitled to 10% or more of the voting power of such corporation generally require the affirmative vote of 90% of the votes of each class of stock entitled to vote, and not less than 2/3 of each class of stock entitled to vote (excluding voting shares owned by such 10% owner), voting as a separate class. Such requirements do not apply if (1) the corporation’s board of directors approves the transaction prior to the time the 10% owner becomes such or (2) the transaction satisfies certain fairness standards; certain other conditions are met, and the 10% owner has been such for at least five years. Chapter 7A business combinations include, among other transactions, mergers, significant asset transfers, certain disproportionate issuances of shares to an interested shareholder, certain reclassifications and recapitalizations disproportionately favorable to such shareholder, and the adoption of a plan of liquidation or dissolution in which such a shareholder would receive anything other than cash. Chapter 7A does not cover business combinations effected by purchase of shares from other shareholders in the open market or acquired through a tender offer.
Choice of Forum
Our Bylaws, to the fullest extent permitted by law, provide that the Circuit Court of the County of Macomb in the State of Michigan or the United States District Court for the Eastern District of Michigan, Southern Division, are the sole and exclusive forums for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed to the Company or the Company’s shareholders by any of the Company’s directors, officers, employees or agents, (iii) any action asserting a claim against the Company arising under the MBCA, our Articles or our Bylaws or (iv) any action asserting a claim against the Company that is governed by the internal affairs doctrine. We may consent in writing to alternative forums.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 3/15/24 | None on these Dates | ||
| 3/4/24 | ||||
| For Period end: | 12/31/23 | |||
| List all Filings | ||||