--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-026892" form_type: "8-K" ticker: "HUBG" cik: "0000940942" company_name: "Hub Group, Inc." filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T13:55:40.140070+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Hub Group shareholders elect all 10 director nominees, approve say-on-pay and charter amendment at annual meeting ## Summary - All 10 director nominees elected; votes for ranged from ~64.3M to ~66.0M each. - Advisory say-on-pay approved: 76.7M for, 1.2M against. - Shareholders chose annual frequency for say-on-pay: 74.9M for 1-year. - Ernst & Young ratified as auditor for FY2023: 78.2M for. - Amendment to certificate of incorporation approved: 60.7M for, 17.3M against. ## SEC filing metadata - accession: 0001140361-23-026892 - form_type: 8-K - ticker: HUBG - cik: 0000940942 - company_name: Hub Group, Inc. - filed_at: 2023-05-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/940942/000114036123026892/0001140361-23-026892-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/940942/000114036123026892/brhc20053596_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-026892 - JSON: https://secwatch.observer/filing/0001140361-23-026892.json - Plain text: https://secwatch.observer/filing/0001140361-23-026892.txt ## Key facts - Shareholder Votes Hub Group, Inc. shareholders approved Election of Directors at the 2023-05-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-25 source text: Proposal One – Election of Directors The Company’s stockholders elected each of the Company’s ten nominees for director to serve until their respective successors are duly elected and qualified, as set forth below: NAME VOTES FOR VOTES WITHHELD BROKER NON-VOTES David P. Yeager 64,295,081 13,672,808 787,319 Phillip D. Yeager 65,703,260 12,264,629 787,319 Peter B. McNitt 66,013,542 11,954,347 787,319 Mary H. Boosalis 64,568,020 13,399,869 787,319 Lisa Dykstra 66,013,465 11,954,424 787,319 Michael E. Flannery 65,976,986 11,990,903 787,319 James C. Kenny 66,022,702 11,945,187 787,319 Janell R. Ross 66,012,636 11,955,253 787,319 Martin P. Slark 63,535,013 14,432,876 787,319 Gary Yablon 66,016,703 11,951,186 787,319 evidence_url: https://www.sec.gov/Archives/edgar/data/940942/000114036123026892/0001140361-23-026892-index.htm - Shareholder Votes Hub Group, Inc. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2023-05-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-25 source text: Proposal Four– Ratification of the Selection of Independent Registered Public Accounting Firm The Company’s common stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, as set forth below: VOTES FOR VOTES AGAINST ABSENTATIONS BROKER NON-VOTES 78,197,488 537,729 19,991 n/a evidence_url: https://www.sec.gov/Archives/edgar/data/940942/000114036123026892/0001140361-23-026892-index.htm - Shareholder Votes Hub Group, Inc. shareholders approved Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation at the 2023-05-25 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-25 source text: Proposal Three – Advisory Vote to on the Frequency of the Advisory Vote on Executive Compensation The Company’s common stockholders approved, on an advisory basis, an annual advisory vote on executive compensation, as set forth below: 1 YEAR 2 YEARS 3 YEARS ABSTAIN 74,929,689 4,137 3,019,150 14,913 evidence_url: https://www.sec.gov/Archives/edgar/data/940942/000114036123026892/0001140361-23-026892-index.htm - Shareholder Votes Hub Group, Inc. shareholders approved Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation at the 2023-05-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-25 source text: Proposal Five– Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation The Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation as described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2023, as set forth below: VOTES FOR VOTES AGAINST ABSENTATIONS BROKER NON-VOTES 60,663,629 17,251,461 52,799 787,319 evidence_url: https://www.sec.gov/Archives/edgar/data/940942/000114036123026892/0001140361-23-026892-index.htm - Shareholder Votes Hub Group, Inc. shareholders approved Advisory Vote to Approve Executive Compensation at the 2023-05-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-25 source text: Proposal Two – Advisory Vote to Approve Executive Compensation The Company’s stockholders approved, on an advisory basis, the compensation of its named executive officers as described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2023, as set forth below: VOTES FOR VOTES AGAINST ABSENTATIONS BROKER NON-VOTES 76,706,543 1,245,369 15,977 787,319 evidence_url: https://www.sec.gov/Archives/edgar/data/940942/000114036123026892/0001140361-23-026892-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.