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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Hub Group, Inc. 10-K 12/31/23 92:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.55M
2: EX-4 Instrument Defining the Rights of Security Holders HTML 37K
3: EX-10.1 Material Contract HTML 118K
4: EX-21 Subsidiaries List HTML 31K
5: EX-23.1 Consent of Expert or Counsel HTML 27K
9: EX-97 Clawback Policy re: Recovery of Erroneously HTML 47K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
11: R1 Document and Entity Information HTML 102K
12: R2 Consolidated Balance Sheets HTML 142K
13: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K
14: R4 Consolidated Statements of Income and HTML 110K
Comprehensive Income
15: R5 Consolidated Statements of Stockholders Equity HTML 83K
16: R6 Consolidated Statements of Cash Flows HTML 116K
17: R7 Description of Business and Summary of Significant HTML 74K
Accounting Policies
18: R8 Capital Structure HTML 34K
19: R9 Earnings Per Share HTML 63K
20: R10 Acquisitions HTML 96K
21: R11 Segment Reporting HTML 94K
22: R12 Goodwill and Other Intangible Assets HTML 108K
23: R13 Income Taxes HTML 155K
24: R14 Fair Value Measurement HTML 34K
25: R15 Property and Equipment HTML 54K
26: R16 Long-Term Debt and Financing Arrangements HTML 90K
27: R17 Leases HTML 177K
28: R18 Internal-Use Software HTML 33K
29: R19 Stock-Based Compensation Plans HTML 115K
30: R20 Employee Benefit Plans HTML 36K
31: R21 Legal Matters HTML 29K
32: R22 Stock Repurchase Plans HTML 34K
33: R23 Related Party Transactions HTML 35K
34: R24 Subsequent Event HTML 29K
35: R25 Valuation and Qualifying Accounts HTML 89K
36: R26 Description of Business and Summary of Significant HTML 109K
Accounting Policies (Policies)
37: R27 Description of Business and Summary of Significant HTML 38K
Accounting Policies (Tables)
38: R28 Earnings Per Share (Tables) HTML 62K
39: R29 Acquisitions (Tables) HTML 100K
40: R30 Segment Reporting (Tables) HTML 82K
41: R31 Goodwill and Other Intangible Assets (Tables) HTML 112K
42: R32 Income Taxes (Tables) HTML 148K
43: R33 Property and Equipment (Tables) HTML 51K
44: R34 Long-Term Debt and Financing Arrangements (Tables) HTML 80K
45: R35 Leases (Tables) HTML 177K
46: R36 Stock-Based Compensation Plans (Tables) HTML 95K
47: R37 Description of Business and Summary of Significant HTML 72K
Accounting Policies - Additional Information
(Detail)
48: R38 Description of Business and Summary of Significant HTML 37K
Accounting Policies - Schedule of revenue for one
customer that represented 10% or more (Detail)
49: R39 Capital Structure - Additional Information HTML 39K
(Detail)
50: R40 Earnings Per Share - Reconciliation of Earnings HTML 59K
Per Share (Detail)
51: R41 Acquisitions - Additional Information (Detail) HTML 59K
52: R42 Acquisitions - Summarizes the Preliminary HTML 73K
Allocation of Total Consideration to Assets
Acquired and Liabilities Assumed (Detail)
53: R43 Acquisitions - Schedule of Components of Other HTML 46K
Intangibles Acquired (Detail)
54: R44 Acquisition - Schedule of Amortization Expense HTML 41K
(Detail)
55: R45 Acquisitions - Schedule of Unaudited Pro forma HTML 40K
Consolidated Results of Operations (Detail)
56: R46 Segment Reporting - Additional Information HTML 43K
(Detail)
57: R47 Segment Reporting - Summary of Financial and HTML 45K
Operating Data by Segment (Detail)
58: R48 Goodwill and Other Intangible Assets - Additional HTML 38K
Information (Detail)
59: R49 Goodwill and Other Intangible Assets - Carrying HTML 41K
Amount of Goodwill (Detail)
60: R50 Goodwill and Other Intangible Assets - Components HTML 53K
of Other Intangible Assets (Detail)
61: R51 Goodwill and Other Intangible Assets - HTML 37K
Amortization Expense (Detail)
62: R52 Income Taxes - Reconciliation of Effective Tax HTML 40K
Rate to Federal Statutory Tax Rate (Detail)
63: R53 Income Taxes - Summary of Provision for Income HTML 54K
Taxes (Detail)
64: R54 Income Taxes - Summary of Deferred Tax Assets and HTML 58K
Liabilities (Detail)
65: R55 Income Taxes - Additional Information (Detail) HTML 67K
66: R56 Income Taxes - Unrecognized Tax Benefits (Detail) HTML 35K
67: R57 Fair Value Measurement - Additional Information HTML 36K
(Detail)
68: R58 Property and Equipment (Detail) HTML 50K
69: R59 Property and Equipment - Additional Information HTML 28K
(Detail)
70: R60 Long-Term Debt and Financing Arrangements - HTML 69K
Additional Information (Detail)
71: R61 Long-Term Debt and Financing Arrangements - HTML 57K
Schedule of Outstanding Debt (Detail)
72: R62 Long-Term Debt and Financing Arrangements - HTML 84K
Schedule of Outstanding Debt (Parenthetical)
(Detail)
73: R63 Long-Term Debt and Financing Arrangements - HTML 44K
Summary of Aggregate Principal Payments (Detail)
74: R64 Leases - Additional Information (Detail) HTML 33K
75: R65 Leases - Summary of Lease Costs (Detail) HTML 41K
76: R66 Leases - Schedule of Maturity of Operating and HTML 93K
Finance Leases Liabilities (Detail)
77: R67 Leases - Summary of Supplemental Cash Flow and HTML 39K
Noncash Information (Detail)
78: R68 Leases - Summary of Weighted Average Remaining HTML 35K
Lease Term and Discount Rates (Detail)
79: R69 Internal-Use Software - Additional Information HTML 40K
(Detail)
80: R70 Stock-Based Compensation Plans - Additional HTML 96K
Information (Detail)
81: R71 Stock-Based Compensation Plans - Schedule of HTML 64K
Non-Vested Restricted Stock Activity (Detail)
82: R72 Stock-Based Compensation Plans - Restricted Stock HTML 51K
Granted (Detail)
83: R73 Employee Benefit Plans - Additional Information HTML 39K
(Detail)
84: R74 Stock Repurchase Plans - Additional Information HTML 41K
(Detail)
85: R75 Related Party Transactions - Additional HTML 45K
Information (Details)
86: R76 Subsequent Event - Additional Information HTML 28K
(Details)
87: R77 Valuation and Qualifying Accounts (Detail) HTML 45K
89: XML IDEA XML File -- Filing Summary XML 169K
92: XML XBRL Instance -- hubg-20231231_htm XML 2.73M
88: EXCEL IDEA Workbook of Financial Report Info XLSX 166K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.18M
Linkbases Document -- hubg-20231231
90: JSON XBRL Instance as JSON Data -- MetaLinks 580± 926K
91: ZIP XBRL Zipped Folder -- 0000950170-24-021432-xbrl Zip 626K
| EX-97 |
HUB GROUP, INC. (THE “COMPANY”)
COMPENSATION CLAWBACK POLICY
The Company has adopted this Policy in part to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Exchange Act, and Nasdaq Listing Rule 5608, which require the recovery of certain forms of executive compensation in the case of accounting restatements resulting from a material error in an issuer’s financial statements or material noncompliance with financial reporting requirements under the federal securities laws.
This Policy shall be administered by the Compensation Committee (the “Committee”) of the Board, and any determinations made by the Committee shall be final and binding on all affected individuals.
The Committee is authorized to interpret this Policy and to make all determinations necessary or advisable for the administration of this Policy and for the Company’s compliance with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and Nasdaq.
For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
1
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This Policy was adopted by the Board as of November 30, 2023, and shall apply to Incentive-based Compensation that is received on or after October 2, 2023.
In the event the Company is required to prepare a Restatement, the Company shall, as promptly as reasonably possible, recover any Erroneously Awarded Compensation. For Incentive-based Compensation based on stock price or total shareholder return, the Committee shall determine the amount of Erroneously Awarded Compensation based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive-based Compensation was received, and the Company shall document such reasonable estimate and provide such documentation to Nasdaq.
Subsequent changes in a Covered Executive’s employment status, including retirement or termination of employment, do not affect the Company’s rights to recover Erroneously Awarded Compensation pursuant to this Policy.
The Committee shall determine, in its sole discretion, the method of recovering any Erroneously Awarded Compensation pursuant to this Policy. Such methods may include: (i) direct recovery by reimbursement; (ii) set-off against future compensation; (iii) forfeiture of equity awards; (iv) set-off or cancelation against planned future awards; (v) forfeiture of deferred compensation (subject to compliance with the Internal Revenue Code and related regulations); and (vi) any other recovery action approved by the Committee and permitted under applicable law.
To the extent that a Covered Executive fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Covered Executive. The applicable Covered Executive shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation.
In addition to the other rights and responsibilities under this Policy, in the event of a Restatement, the Committee will review the facts and circumstance that led to the requirement for the Restatement and will take such additional actions as it deems necessary or appropriate regarding any current or former employee of the Company (i) at the level of VP or higher (including Covered Executives) or (ii) with day-to-day responsibility for the preparation of the Company’s financial statements, considering the culpability of any such person regarding the Restatement and whether such acts or omissions constituted misconduct.
The actions the Committee may elect to take against any such person, depending on all the facts and circumstances as determined during their review, could include (i) the
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recoupment of all or part of any bonus or other compensation paid to such person, (ii) disciplinary actions, up to and including termination, and (iii) the pursuit of other available remedies including legal action.
The Committee shall recover any Erroneously Awarded Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Committee in accordance with Rule 10D-1 under the Exchange Act and the listing standards of Nasdaq.
The Company shall not indemnify any current or former Covered Executive against the loss of Erroneously Awarded Compensation, and shall not pay, or reimburse any Covered Executives, for any insurance policy to fund such executive’s potential recovery obligations.
Each Covered Executive shall sign and return to the Company an Acknowledgement Form, pursuant to which the Covered Executive agrees to be bound by, and to comply with, the terms and conditions of this Policy. For the avoidance of doubt, each Covered Executive will be fully bound by the Policy whether or not such Covered Executive has executed and returned such Acknowledgment Form to the Company.
The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect the regulations adopted by the SEC and to comply with any rules or standards adopted by Nasdaq or such other national securities exchange on which the Company’s securities are then listed.
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other rights of recoupment or remedies that may be available to the Company pursuant to the terms of any employment agreement, equity award agreement, similar agreement, or policy and any other legal remedies available to the Company.
This Policy shall be binding and enforceable against all Covered Executives and, to the extent required by applicable law or guidance from the SEC or Nasdaq, their administrators, beneficiaries, executors, heirs, or other legal representatives.
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All actions arising out of or relating to this Policy shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, in the event that such court does not have subject matter jurisdiction over such action, in any state or federal court within the State of Delaware.
This Policy shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
* * * * *
5
Annex A
HUB GROUP, INC.
COMPENSATION CLAWBACK POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Hub Group, Inc. (the “Company”) Compensation Clawback Policy (the “Policy”). Capitalized terms used but not defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings set forth in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including by returning any Incentive-based Compensation subject to recovery under the Policy to the Company to the extent required by, and in a manner consistent with, the Policy.
Signature:
Name:
Date:
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/27/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 11/30/23 | ||||
| 10/2/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/04/23 Hub Group, Inc. 10-Q 6/30/23 39:5.7M Donnelley … Solutions/FA 2/28/23 Hub Group, Inc. 8-K:5,9 2/23/23 11:249K Donnelley … Solutions/FA 4/12/22 Hub Group, Inc. DEF 14A 5/24/22 1:2.4M Broadridge Fin’l So… Inc 3/01/22 Hub Group, Inc. 8-K:1,2 3/01/22 11:1M Globenewswire Inc./FA 1/05/18 Hub Group, Inc. 8-K:5,9 1/02/18 2:47K Globenewswire Inc./FA 5/16/17 Hub Group, Inc. 8-K:5,9 5/10/17 3:75K Globenewswire Inc./FA 3/22/17 Hub Group, Inc. DEF 14A 5/10/17 1:1M Broadridge Fin… - ICS/FA 7/30/14 Hub Group, Inc. 10-Q 6/30/14 43:3M Donnelley … Solutions/FA 2/22/08 Hub Group, Inc. 10-K 12/31/07 6:1.8M |