J.B. Hunt Transport Services, Inc.
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 01/24/2023   Download
SEC Document
SEC Filing
On January 19, 2023, our Board of Directors approved and adopted Amendment No. 2 to the Second Amended and Restated Bylaws (the “Bylaws”) of J.B. Hunt Transport Services, Inc. (“we” or the “Company”), effective immediately. Amendment No. 2 to the Bylaws updates the advance notice of shareholder nominations and proposals provision of the Bylaws to: (i) require that a shareholder’s written notice to the Company that such shareholder intends to propose a nominee for director must include a representation whether the shareholder intends to solicit the holders of shares representing at least 67% of the shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) require that a shareholder who solicits proxies in support of director nominees other than the Company’s nominees must comply with Rule 14a-19 under the Exchange Act; (iii) provide that the shareholder’s nominees will be considered null and void by the Company if such shareholder provides notice pursuant to Rule 14a-19 and subsequently (A) notifies the Company that such shareholder no longer intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 or (B) fails to comply with Rule 14a-19; (iv) provide that the Company may request evidence from a proposing shareholder who has provided notice under Rule 14a-19 that such shareholder has met the requirements of Rule 14a-19; (v) address the color of proxy cards reserved for use by the Company; and (vi) make certain other related clarifications and updates.