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ULH Universal Logistics

Filed: 30 Apr 21, 4:30pm

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 29, 2021

Universal Logistics Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Michigan

0-51142

38-3640097

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12755 E. Nine Mile Road, Warren, Michigan

(Address of principal executive offices)

48089

(Zip Code)

(586) 920-0100

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, 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 under 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

ULH

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.02 Results of Operations and Financial Condition.

On April 29, 2021, the Company issued a press release announcing the Company's financial and operating results for the thirteen weeks ended April 3, 2021, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s shareholders considered three proposals at its 2021 Annual Meeting of Shareholders held April 29, 2021. Each of the proposals is described in the Company’s Proxy Statement. A total of 26,303,773 shares, or 97.71% of the total shares outstanding, were represented in person or by proxy at the 2021 Annual Meeting. The final results of votes with respect to the proposals submitted for shareholder vote at the 2021 Annual Meeting are set forth below.

Proposal 1—Election of Directors

The Company’s shareholders elected for a one-year term each person nominated for election as a director as set forth in the Proxy Statement. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

For

 

 

Withheld

 

Grant E. Belanger

  

22,192,917

 

 

 

3,571,173

 

  

Frederick P. Calderone

  

22,484,582

 

 

 

3,279,508

 

  

Daniel J. Deane

  

22,175,383

 

 

 

3,588,707

 

  

Clarence W. Gooden

 

23,199,625

 

 

 

2,564,465

 

 

Matthew J. Moroun

  

19,796,550

 

 

 

5,967,540

 

  

Matthew T. Moroun

  

22,437,379

 

 

 

3,326,711

 

  

Tim Phillips

  

20,731,612

 

 

 

5,032,478

 

  

Michael A. Regan

  

23,199,766

 

 

 

2,564,324

 

  

Richard P. Urban

  

20,841,539

 

 

 

4,922,551

 

  

H.E. “Scott” Wolfe

  

22,503,461

 

 

 

3,260,629

 

  

There were 539,683 broker non-votes with respect to this proposal.

Proposal 2—Ratification of Appointment of Independent Registered Public Accountants

The Company’s shareholders voted upon and approved the ratification of the appointment of Grant Thornton LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2021. The votes on this proposal were as follows:

 

 

For

Against

Abstain

 

26,272,789

30,527

457

 

There were no broker non-votes with respect to this proposal.

Proposal 3—Advisory Vote for Majority Voting in Uncontested Director Elections

The Company’s shareholders voted upon and rejected a shareholder proposal for majority voting in uncontested director elections. The votes on this proposal were as follows:

 

 

For

Against

Abstain

 

6,209,152

19,534,553

13,990

 

There were 546,078 broker non-votes with respect to this proposal.

No additional business or other matters came before the meeting or any adjournment thereof.


Item 7.01 Regulation FD Disclosure.

On April 29, 2021, the Company issued a press release announcing that the Company’s Board of Directors declared a cash dividend of $0.105 per share of common stock. The dividend is payable on July 6, 2021 to shareholders of record on June 7, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

Description

 

 

99.1

Press Release dated April 29, 2021.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

 


 

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, thereunto duly authorized.

 

 

 

 

UNIVERSAL LOGISTICS HOLDINGS, INC.

 

 

 

 

 

 

Date: April 30, 2021

 

 

/s/ Steven Fitzpatrick

 

 

 

 

Steven Fitzpatrick

 

 

 

 

Secretary