Hub Group, Inc.
For the period ended May 13, 2025. Filed Apr 3, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2025 · Filed Apr 3, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under §240.14a-12 |
|---|
HUB GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Annual Meeting of Stockholders
Date:
May 13, 2025
Time:
at 10:00 a.m. Central Time
Place:
www.virtualshareholdermeeting.
com/HUBG2025.
YOUR VOTE
IS IMPORTANT
PLEASE VOTE EITHER BY MAIL, TELEPHONE OR OVER THE INTERNET WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE ANNUAL MEETING.
Dear Fellow Stockholder
We will hold the 2025 Annual Meeting of Stockholders of Hub Group, Inc. (the “Annual Meeting”) at 10:00 a.m. Central Time on Tuesday, May 13, 2025. Our Annual Meeting will be held via the Internet in a virtual meeting format only. You will not be able to attend the Annual Meeting physically.
As in prior years, we have again elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. The accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement describes the matters to be acted upon and is available atwww.proxyvote.com and at our websitewww.hubgroup.com/proxy. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, also is available at those websites. We believe that providing our proxy materials over the Internet increases the ability of our stockholders to obtain the information they need, while reducing the environmental impact of the Annual Meeting and our costs associated with the physical printing and mailing of proxy materials.
It is important that your shares be represented at the Annual Meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/HUBG2025, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting, although, even if you anticipate attending the Annual Meeting, we urge you to please vote your proxy either by mail, telephone or over the Internet in advance of the Annual Meeting to ensure that your shares will be represented. We hope you will participate in the Annual Meeting.
Sincerely,
Phillip D. Yeager
President, Chief Executive Officer and Vice Chairman
Notice of 2025 Annual
Meeting of
Stockholders
Date:
Tuesday, May 13, 2025
Time:
at 10:00 a.m. Central Time
Place:
www.virtualshareholdermeeting.
com/HUBG2025.
YOUR VOTE
IS IMPORTANT
Your vote is important and we encourage you to vote in advance of the Annual Meeting. Whether or not you plan to attend the virtual Annual Meeting, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Notice, the Proxy Statement and the proxy card.
To the Stockholders of
Hub Group, Inc.
The 2025 Annual Meeting of Stockholders of Hub Group, Inc. (the “Annual Meeting”) will be held exclusively online via the Internet at 10 a.m. Central Time on Tuesday, May 13, 2025, for the following purposes:
To elect the ten nominees listed in the accompanying proxy statement to the Company’s board of directors;
To approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers;
To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ended December 31, 2025; and
To transact such other business as may properly be presented at the Annual Meeting or any adjournment thereof.
We plan to send a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders instead of paper copies of our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Notice, which is expected to be mailed to stockholders on or about April 3, 2025, contains instructions on how to access our materials on the Internet, as well as instructions on obtaining a paper copy of the proxy materials. The Notice is not a form for voting and presents only an overview of the proxy materials.
The Annual Meeting will be presented exclusively online at www.virtualshareholdermeeting.com/HUBG2025. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions to management during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HUBG2025.
The Board of Directors has fixed the close of business on March 17, 2025, as the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting.
By order of the Board of Directors,
Thomas P. LaFrance
Chief Legal and Human Resources Officer and Corporate Secretary
Oak Brook, Illinois
April 3, 2025
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