<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
J.B. Hunt Transport Services, 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):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
J. B. HUNT TRANSPORT SERVICES, INC.
615 J. B. HUNT CORPORATE DRIVE
LOWELL, ARKANSAS 72745
NOTICE AND PROXY STATEMENT FOR
ANNUAL STOCKHOLDERS' MEETING
---------------------------
NOTICE OF ANNUAL STOCKHOLDERS' MEETING
TO BE HELD ON APRIL 16, 1998 AT 10:00 A.M.
The Annual Meeting of Stockholders of J. B. Hunt Transport Services, Inc.
(the "Company") will be held April 16, 1998 at 10:00 a.m. (CDT) at the Company's
headquarters, located at 615 J. B. Hunt Corporate Drive, Lowell, Arkansas for
the following purposes:
(1) To elect nine directors of the Company; three for a one-year
term; three for a two-year term; and three for a three-year term.
(2) To approve the Amended Management Incentive Plan.
(3) To ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent public accountants for the next fiscal year.
(4) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record on February 27, 1998 will be entitled to vote
at the meeting or any adjournments thereof. The stock transfer books will not
be closed.
A copy of the 1997 Annual Report to Stockholders is enclosed.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to be present, the Board of Directors requests that you
promptly complete, sign, date and mail the enclosed proxy. If you attend the
meeting, you may vote either in person or by your proxy.
By Order of the Board of Directors
JOHNELLE D. HUNT
Secretary
Lowell, Arkansas
March 6, 1998
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND RETURN
YOUR PROXY WITHOUT DELAY.
- -------------------------------------------------------------------------------
<PAGE>
J. B. HUNT TRANSPORT SERVICES, INC.
615 J. B. HUNT CORPORATE DRIVE
LOWELL, ARKANSAS 72745
PROXY STATEMENT
This Proxy Statement contains information related to the Annual Meeting
of Stockholders of J.B. Hunt Transport Services, Inc. to be held Thursday,
April 16, 1998, beginning at 10:00 a.m. local time, at the Company's
corporate offices, 615 J.B. Hunt Corporate Drive, Lowell, Arkansas and at any
postponements or adjournments thereof.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the Company's Annual Meeting, stockholders will act upon matters
outlined in the accompanying notice of meeting, including the election of
directors, the amendment of the Management Incentive Plan, and ratification
of the Company's independent auditors. In addition, the Company's management
will report on the performance of the Company during fiscal 1997 and respond
to questions from the stockholders.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on the record date,
February 27, 1998, are entitled to receive notice of the Annual Meeting and
to vote the shares of common stock that they held on that date at the meeting
or any postponement or adjournment of the meeting. Each outstanding share
entitles its holder to cast one vote on each matter to be voted on.
WHO CAN ATTEND THE MEETING?
All stockholders as of the record date, or their duly appointed proxies,
may attend the meeting and each may be accompanied by one guest. Seating,
however, is limited. Admission to the meeting will be on a first-come,
first-served basis. Registration will begin at 9:30 a.m. and seating will be
available at approximately 9:30 a.m. Cameras and recording devices will not
be permitted at the meeting.
Please note that if you hold your shares in "street name" (that is,
through a broker or other nominee), you will need to bring a copy of a
brokerage statement reflecting your stock ownership as of the record date and
check in at the registration desk at the meeting.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of
the record date, 35,653,708 shares of common stock of the Company were
outstanding. Proxies received but marked as abstentions and broker non-votes
will be included in the calculation of the number of shares considered to be
present at the meeting.
<PAGE>
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and return
it to the Company, it will be voted as you direct. If you attend the
meeting, you may deliver your completed proxy card in person.
CAN I VOTE BY TELEPHONE?
If you are a registered stockholder (that is, if you hold stock in your
own name), you may vote by telephone by following the instructions included
with your proxy card.
If your shares are held in "street name," you will need to contact your
broker or other nominee to determine whether you will be able to vote by
telephone.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the persons named
as proxy holders on the proxy card will vote in accordance with the
recommendations of the Board of Directors. The Board's recommendation is set
forth together with the description of each item in this Proxy Statement. In
summary, the Board recommends a vote:
- FOR election of the nominated slate of directors (see pages 4-6);
- FOR the amendment of the Management Incentive Plan (see pages 15-16);
- FOR ratification of the appointment of KPMG Peat Marwick LLP as the
Company's independent auditors (see page 16)
With respect to any other matter that properly comes before the meeting,
the proxy holders will vote as recommended by the Board of Directors or, if
no recommendation is given, in their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
- - ELECTION OF DIRECTORS. The affirmative vote of a plurality of the votes
cast at the Meeting is required for the election of directors. A properly
executed proxy marked "WITHHOLD AUTHORITY" with respect to the election of
one or more directors will not be voted with respect to the director or
directors indicated, although it will be counted for purposes of
determining whether there is a quorum.
- - AMENDMENT OF THE MANAGEMENT INCENTIVE PLAN. Approval of the proposed
amendment of the Company's Management Incentive Plan requires the
affirmative vote of the holders of an absolute majority of the outstanding
common stock.
- - OTHER ITEMS. For each other item, the affirmative vote of the holders of
a majority of the shares represented in person or by proxy and entitled to
vote on the item will be required for approval. A properly executed proxy
marked "ABSTAIN" with respect to any such matter will not be voted,
although it will be counted for purposes of determining whether there is a
quorum. Accordingly, an abstention will have the effect of a negative
vote.
If you hold shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise voting discretion
with respect to some of the matters to be acted upon. Thus, if you do not
give your broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker non-votes"
will, however, be counted in determining whether there is a quorum.
2
<PAGE>
CAN I CHANGE MY VOTE AFTER I RETURN THE PROXY CARD?
Yes. Even after you have submitted your proxy, you may change your vote
at any time before the proxy is exercised by filing with the Secretary of the
Company either a notice of revocation or a duly executed proxy bearing a
later date. The powers of the proxy holders will be suspended if you attend
the meeting in person and so request, although attendance at the meeting will
not by itself revoke a previously granted proxy.
On the date of mailing this Proxy Statement, the Board of Directors has
no knowledge of any matter which will come before the Annual Meeting other
than matters described herein. However, if any such matter is properly
presented at the meeting, the proxy solicited hereby confers discretionary
authority to the proxies to vote in their sole discretion with respect to
such matters, as well as other matters incident to the conduct of the meeting.
REPORT OF ACTION TAKEN AT PRIOR ANNUAL MEETING
OF STOCKHOLDERS ON APRIL 17, 1997
The 1997 Annual Meeting was held on April 17, 1997. At that meeting
93.69 percent of eligible shares were voted. The nine nominees for the Board
of Directors were elected by a vote of 99.05 percent of the total shares
voted.
STOCK OWNERSHIP
HOW MUCH STOCK DO THE COMPANY'S DIRECTORS AND OFFICERS OWN?
The authorized Common Stock of the Company consists of 100,000,000
shares, $.01 par value. As of the close of business on February 27, 1998
there were 35,653,708 shares outstanding held by 1,749 stockholders of record.
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock by each director of the Company, and
by each person known to the Company to be, at February 27, 1998, the
beneficial owner of more than five percent of the Company's Common Stock, by
each named executive officer (Exhibits I, II and III), and by all officers
and directors as a group.
<TABLE>
BENEFICIAL OWNERSHIP
--------------------
DIRECTORS AND OFFICERS SHARES PERCENT (8)
---------------------- ------ -----------
<S> <C> <C>
J. B. Hunt (1) 14,303,887 40.0%
Wayne Garrison (2) 1,539,273 4.3
John A. Cooper, Jr. 9,058 *
Gene George (3) 623,830 1.7
Thomas L. Hardeman 2,558 *
Bryan Hunt 37,935 1.0
Johnelle Hunt 26,346 *
Robert E. Logan 10,000 *
Lloyd E. Peterson 1,097,062 3.1
Kirk Thompson (4) 192,985 *
Jerry W. Walton (5) 72,254 *
All executive officers and directors 18,218,729 51%
as a group (14 persons) (6)
</TABLE>
*Represents less than 1 percent of the Company's outstanding common stock
3
<PAGE>
OTHER PRINCIPAL STOCKHOLDERS
<TABLE>
<S> <C> <C>
The Crabbe Huson Group, Inc. (7) 3,534,200 9.9%
121 SW Morrison, Suite 100
Portland, Oregon 97204
</TABLE>
(1) Mr. Hunt's address is 615 J. B. Hunt Corporate Drive, Lowell, Arkansas
72745. Includes 12,652,652 shares owned by Mr. Hunt in a family limited
liability company.
(2) Includes shares owned by immediate family.
(3) Includes an indirect 25% beneficial ownership interest through a family
limited partnership in 730,989 shares which equals 182,747 shares and the
ownership of 441,083 shares in another family limited partnership. Mr.
George disclaims the beneficial ownership of the 182,747 shares described
above and listing such shares shall not be construed as an admission that
Mr. George is the owner of such shares for purposes of Sections 13(d) or
13(g) of the Securities Exchange Act of 1934.
(4) Includes options to purchase 17,400 shares exercisable as of February 27,
1998.
(5) Includes 19,710 shares held in trusts in which Mr. Walton is designated as
the trustee and options to purchase 6,400 shares exerciseable as of
February 27, 1998.
(6) Includes options to purchase 24,850 shares exercisable as of February 27,
1998.
(7) Based on Schedule 13G filed by the indicated party. In said filing,
beneficial ownership of such shares was disclaimed by The Crabbe Huson
Group, Inc. The amount and percentage of shares was reported by the company
on February 6, 1998.
(8) The percentages are based upon 35,653,708 shares which equal the
outstanding shares of the Company as of February 27, 1998.
The Company's executive officers, directors and persons who own more
than ten (10) percent of the Company's Common Stock are required to file
under the Securities Exchange Act of 1934 reports of ownership and changes of
ownership with the SEC.
Based solely on information provided to the Company by individual
directors, executive officers and persons who own more than ten (10) percent
of the Company's Common Stock, late filings were reported for Messrs.
Bergant, Logan, Ralston and Thompson.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company has nominated for re-election to the Board of Directors the
nine directors who currently comprise the Board.
Under the terms of the Company's Articles of Incorporation, the Board
elected to stagger the election of its members so that one-third of the Board
will be elected at each annual stockholder's meeting. To effect this change,
this year the Board was divided into three classes, each consisting of three
directors. At the meeting, the classes will be elected for a term of one
year, two years and three years, respectively. Afterward, each class of
directors will be elected for a three year term. To attain this result, the
Board has assigned Johnelle Hunt, Lloyd Peterson and Kirk Thompson to a term
that will expire at the 1999 Annual Meeting. Additionally, three members
will have terms that expire at the 2000 Annual Meeting and three members will
have terms that expire at the 2001 Annual Meeting.
4
<PAGE>
Provisions for electing the Board in this fashion were adopted in 1988
when the stockholders elected to be governed by the Arkansas Business
Corporation Act of 1987. Adopting this provision will make it more difficult
for a person or entity to control the election of the Board of Directors. In
this respect, this provision could be considered an anti-takeover provision.
It is intended that the shares represented by the accompanying proxy
will be voted at the 1998 Annual Meeting for the election of all nominees.
Each nominee has indicated his/her willingness to serve as a member of the
Board, if elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
PROFILES OF DIRECTORS AND NOMINEES
CLASS I - TERM EXPIRES APRIL 1999
- ---------------------------------
JOHNELLE D. HUNT DIRECTOR SINCE 1993
Mrs. Hunt, age 66, is Secretary of the Company. She served as Credit
Manager from 1962 to 1987, was elected Secretary-Treasurer in 1972 and
served in that capacity until October 1988, at which time she was elected
Secretary. She also serves as a director for the UAMS Foundation Advisory
Board, the Harvey and Bernice Jones Eye Institute and is the founding
chairman of the Alexis de Tocqueville Society of United Way for Washington
County.
LLOYD E. PETERSON DIRECTOR SINCE 1990
Mr. Peterson, age 85, is Chairman of Peterson Farms, Inc. (an integrated
poultry company, poultry breeder and cattle farm operation). He also serves
as Chairman of the Board for Decatur State Bank and Director Emeritus of
Grand Federal Bank.
KIRK THOMPSON DIRECTOR SINCE 1985
Mr. Thompson, age 44, is President and Chief Executive Officer of the
Company. Mr. Thompson, a certified public accountant, joined the Company
in 1973. Between 1978 and 1979 he was associated with KPMG Peat Marwick.
Returning to the Company in 1979, he served as Vice President of Finance
until 1984, Executive Vice President and Chief Financial Officer until
1985, President and Chief Operating Officer from 1986 until 1987 when he
was elected President and Chief Executive Officer.
CLASS II - TERM EXPIRES APRIL 2000
- ----------------------------------
GENE GEORGE DIRECTOR SINCE 1961
Mr. George, age 75, is Chairman of the Board of George's Inc. (an
integrated poultry company). He also serves as a director for First
National Bank of Springdale and the Northwest Family Medical Center.
THOMAS L. HARDEMAN DIRECTOR SINCE 1994
Mr. Hardeman, age 60, is President of BTTB Investments, a private
investment company. Retiring from United Parcel Service after 35 years, he
served as Corporate Vice President from 1984 until his retirement in April
1994. He is the former Chairman of the Advisory Board for the Commercial
Vehicle Safety Alliance, former board member of the Professional Truck
Driver Institute of America, and served on the American Legislative
Exchange Council and the State Government Affairs Council.
J. B. HUNT DIRECTOR SINCE 1961
Mr. Hunt, age 71, is the Senior Chairman of the Board of Directors of the
Company. Founder of the J. B. Hunt Company in 1961, he served as Chairman
of the Board from 1982 until May 16, 1995. Mr. Hunt also serves as a
director of the American Trucking Association Foundation.
5
<PAGE>
CLASS III - TERM EXPIRES APRIL 2001
- -----------------------------------
JOHN A. COOPER, JR. DIRECTOR SINCE 1990
Mr. Cooper, age 59, is Chairman of the Board, Chief Executive Officer and
President of Cooper Communities, Inc. (a community development company).
He also serves as a director on the boards of Wal-Mart Stores, Inc. and
Entergy Corporation.
BRYAN HUNT DIRECTOR SINCE 1991
Mr. Hunt, age 39, is the Vice Chairman of the Company. He joined the
Company through its Management Training Program in 1983, served as an
outside marketing representative in 1984 and as the Director of Personnel
from 1985 to 1987. He was appointed Vice Chairman of the Board in February
1988 and Assistant Secretary of the Company in October 1988. He served as
Chief Operating Officer of the Van Division of J.B. Hunt Transport in 1995
and as Treasurer of the Company from June 9, 1996 until February 28, 1997.
He relinquished his active participation in the Company on February 28,
1997 to pursue outside interests and is the President of Best Motor
Company.
WAYNE GARRISON DIRECTOR SINCE 1981
Mr. Garrison, age 45, assumed the responsibilities of Chairman of the
Board May 15, 1995. He joined the Company in 1976 as Plant Manager. He
also served the Company as Vice President of Finance in 1978, Executive
Vice President in 1979, President in 1982, Chief Executive Officer in 1987
and Vice Chairman of the Board from 1986 to 1991.
Under the terms of the Company's articles and Arkansas law, the Board of
Directors can fix or change the number of directors by up to 30% of the
number of directors last approved by the stockholders.
Each of the foregoing nominees is currently serving as a director of the
Company and each was elected at the last Annual Meeting. Johnelle Hunt is
the wife of J. B. Hunt and Bryan Hunt is the son of J. B. and Johnelle Hunt.
There are no other family relationships among the foregoing nominees.
WHAT ARE THE DUTIES OF THE BOARD?
The Board of Directors has the responsibility to serve as the trustee
for the stockholders. It also has the responsibility for establishing broad
corporate policies and for the overall performance of the Company. The
Board, however, is not involved in day-to-day operating details. Members of
the Board are kept informed of the Company's business through discussion with
the Chief Executive Officer and other officers, by reviewing analyses and
reports sent to them each month and by participating in Board and Committee
meetings.
HOW ARE DIRECTORS COMPENSATED?
During the Company's fiscal year ended December 31, 1997, each director
who is not a salaried officer or employee of the Company was paid $3,000 for
each board meeting attended, $1,000 for each committee meeting attended and
$2,000 for each committee meeting chaired and received an annual retainer of
$15,000 paid in Company stock (or 996 shares on July 17, 1997). Due to
potential 16(b) violations, Bryan Hunt and Lloyd Peterson received their
annual retainer of $15,000 in cash.
6
<PAGE>
HOW OFTEN DID THE BOARD MEET DURING FISCAL 1997?
The Board of Directors met six times during the 1997 fiscal year.
During this period all members of the Board participated in at least 75% of
all meetings including the Annual Meeting. The business of the Company is
managed under the direction of the Board of Directors, which meets on a
regularly scheduled basis during its fiscal year to review significant
developments affecting the Company and to act on matters which require Board
approval. Special meetings are also held when Board action is required on
matters arising between regularly scheduled meetings.
WHAT COMMITTEES HAS THE BOARD ESTABLISHED?
The Board of Directors has established Executive, Compensation, Audit
and Nominating Committees to direct attention to specific subjects and to act
on its behalf in discharging its responsibilities.
<TABLE>
- -------------------------------------------------------------------------------
EXECUTIVE COMPENSATION AUDIT NOMINATING
NAME COMMITTEE COMMITTEE COMMITTEE COMMITTEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. B. Hunt *
Wayne Garrison *
John A. Cooper, Jr. ** *
Gene George * *
Tom Hardeman * **
Bryan Hunt * *
Johnelle Hunt **
Lloyd Peterson *
Kirk Thompson *
- -------------------------------------------------------------------------------
</TABLE>
* Member
** Chairperson
EXECUTIVE COMMITTEE. The Executive Committee has broad power to act for
and on behalf of the Board of Directors between the regularly scheduled
meetings of the Board of Directors. The Executive Committee held no meetings
in fiscal 1997.
COMPENSATION COMMITTEE. The Committee's responsibilities are to oversee
and recommend to the Board of Directors all aspects of executive compensation
and provide performance-based compensation criteria designed to satisfy the
definition of qualifying compensation for deductibility under Section 162(m)
of the Internal Revenue Code. A report follows, prepared by the Compensation
Committee, discussing the Company's policies towards executive compensation.
In fiscal 1997, the Compensation Committee met twice.
AUDIT COMMITTEE. The Audit Committee met once during fiscal 1997. It's
responsibilities are to oversee the Company's internal accounting controls,
select independent auditors, review the annual audit plan with the
independent auditors, review the annual report and results of the audit.
NOMINATING COMMITTEE. The Board of Directors recently created the
Nominating Committee, which is responsible for recommending candidates for
election to the Board of Directors. The Nominating Committee is composed
solely of independent directors who have no relationship with the Company
other than their directorship. The Nominating Committee is responsible for
soliciting recommendations for candidates for the Board of Directors,
developing and reviewing background information for candidates, making
recommendations to the Board regarding such candidates and reviewing and
making recommendations to the Board with
7
<PAGE>
respect to candidates for directors proposed by stockholders. Any
stockholder wishing to propose a nominee should submit a recommendation in
writing to the Company's Secretary, indicating the nominee's qualifications
and other relevant biographical information and providing confirmation of the
nominee's consent to serve as a director. The Nominating Committee did not
meet during fiscal 1997.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE
GRAPHS INCLUDED ELSEWHERE IN THIS PROXY STATEMENT DO NOT CONSTITUTE
SOLICITING MATERIAL AND SHOULD NOT BE DEEMED FILED OR INCORPORATED BY
REFERENCE INTO ANY OTHER COMPANY FILING UNDER THE SECURITIES ACT OF 1933 OR
THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THE COMPANY
SPECIFICALLY INCORPORATES THIS REPORT OF THE PERFORMANCE GRAPHS BY REFERENCE
THEREIN.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation for fiscal 1997.
The following table sets forth information concerning total compensation
earned or paid by the Company or any of its subsidiaries, as well as certain
other compensation paid or accrued, during the fiscal years indicated, to the
Senior Chairman, Chairman (as two of the four highest paid executives other
than the Chief Executive Officer), the Chief Executive Officer, and the two
highest paid officers of the Company for such period in all capacities in
which they served.
EXHIBIT I
EXECUTIVE COMPENSATION SUMMARY TABLE
<TABLE>
- ------------------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND COMPEN- STOCK OPTIONS/ LTIP COMPEN-
PRINCIPAL BONUS ($) SATION AWARD(S) SARS (#) PAYOUTS SATION
POSITION YEAR SALARY ($) (1) ($) (2) ($) (3) (4) ($) ($) (5)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. B. Hunt 1997 $375,000 0 $ 49,075 N/A N/A N/A $50,653
Sr. Chairman 1996 375,000 0 53,171 N/A N/A N/A 47,657
1995 520,673 0 N/A N/A N/A N/A 43,318
Wayne Garrison 1997 375,000 0 N/A N/A N/A N/A 1,778
Chairman 1996 375,000 0 N/A N/A 2,500,000 N/A 10,942
1995 229,327 N/A N/A N/A N/A N/A 12,240
Kirk Thompson 1997 400,000 10,000 N/A N/A 76,000 N/A 4,615
President and 1996 400,000 0 N/A N/A 75,000 N/A 12,500
CEO 1995 400,000 0 N/A N/A 100,000 N/A 12,240
Jerry Walton 1997 250,000 6,250 N/A N/A 55,000 N/A 1,779
Executive VP 1996 250,000 0 N/A N/A 10,000 N/A 10,687
Finance and 1995 250,000 0 N/A N/A 70,000 N/A 12,240
CFO
Robert Logan 1997 244,000 6,500 N/A N/A 30,000 N/A 0
Chief Information 1996 N/A N/A N/A N/A 50,000 N/A 0
Officer 1995 N/A N/A N/A $140,625 0 N/A 0
- ------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
(1) There was no bonus earned for fiscal year 1995 or 1996. All bonuses are
reported in the year in which they are earned.
(2) In accordance with SEC rules, reporting is not required unless the
aggregate of such compensation exceeds $50,000 or 10% of the total annual
salary and bonus. The amounts reported for Mr. Hunt represent $47,880 for
professional fees and $1,194 for personal use of the Company plane for
fiscal 1997 and $46,221 for professional fees and $6,950 for personal use
of the Company plane for fiscal 1996.
(3) No restricted stock awards were made in fiscal year 1997. The value of the
restricted stock awards at the end of 1997 were $440,625, $30,000 and
$140,625 for Messrs. Thompson, Walton and Logan respectively. Such value
is determined by the closing market price for the stock at the end of
fiscal 1997. Awards for Mr. Thompson were made in the 1992, 1993 and 1994.
Awards for Mr. Walton were made in 1994. The number of restricted stock
awards held by Messrs. Thompson, Walton and Logan at the end of the last
fiscal year were 23,500, 1,600 and 7,500 respectively. Shares vest over a
four-year period in 10, 20, 30 and 40% increments with the exception of Mr.
Logan's whose vest 100% on January 1, 2002. Dividends are payable on all
shares.
(4) There were no stock appreciation rights ("SARs") granted to the above named
executives by the Company.
(5) Includes contributions to Company retirement plans on behalf of each of the
executives.
Also included in other compensation:
The Company advances premiums on life insurance policies on the lives of
Mr. and Mrs. J.B. Hunt. The premium advances, plus accrued interest, were
$5,408,000 as of December 31, 1997, and are a receivable to the Company
from a trust which is the owner and beneficiary of the policy. The Company
has a guarantee from Mr. and Mrs. Hunt for the amount of premiums paid by
the Company together with accrued interest at the rate of 5% per annum.
During 1997 the Company paid premiums of $600,000 with respect to the life
insurance policies of which Mr. Hunt's share, as reported by the insurance
carriers, consisted of $48,875.
EXHIBIT II
AGGREGATED OPTION EXERCISES DURING FISCAL 1997
AND
OPTION VALUES ON DECEMBER 31, 1997
<TABLE>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)
(1)
NAME AND SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
POSITION ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- -------- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
J. B. HUNT N/A N/A N/A N/A
N/A N/A
Wayne Garrison 0 0 0 E 0 E
2,500,000 U $2,812,500 U
Kirk Thompson 30,000 $ 17,490 17,400 E 17,325 E
266,600 U 473,550 U
Jerry Walton 0 0 6,400 E 9,450 E
146,600 U 324,862 U
Robert Logan 0 0 0 E 0 E
80,000 U 115,625 U
</TABLE>
The above Exhibit reflects options only. The Company has no SARs at the
present time.
(1) In accordance with SEC rules, values are calculated by subtracting the
exercise price from the fair market value of the underlying common stock.
For purposes of this table, fair market value is deemed to be $18.75,
which is the closing market price reported on NASDAQ on December 31, 1997.
9
<PAGE>
EXHIBIT III
OPTION GRANTS DURING FISCAL 1997
<TABLE>
NUMBER OF
SECURITIES PERCENT POTENTIAL
UNDERLYING OF TOTAL OPTION REALIZABLE
NAME AND OPTIONS OPTIONS PRICE EXPIRATION VALUE ($)(1)
POSITION GRANTED GRANTED ($/Sh) DATE 5% 10%
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. B. Hunt N/A N/A N/A N/A N/A N/A
Wayne Garrison 0 0 0 0 0 0
Kirk Thompson 38,000 4.73% $14.00 5/1/03 $180,931 $410,470
38,000 4.73 15.063 11/12/03 194,662 441,622
Jerry Walton 20,000 2.49 14.00 5/1/03 95,227 216,037
35,000 4.36 15.063 11/12/03 179,294 406,757
Robert Logan 10,000 1.25 14.563 7/7/03 49,526 112,359
20,000 2.49 15.063 11/12/03 102,454 232,433
</TABLE>
The above Exhibit reflects options only. The Company has no SARs at the
present time.
(1) The hypothetical value of the options as of their date of grant has been
calculated above using the Black-Scholes option pricing model, as permitted
by the rules of the SEC, based upon a set of assumptions. It should be noted
that this model is only one method of valuing options and the Company's use
of the model should not be interpreted as an endorsement of its accuracy.
The actual value of the options may be significantly different, and the value
actually realized, if any, will depend upon the excess of the market value of
the common stock over the option exercise price at the time of exercise.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors was comprised
during fiscal year 1997 of Messrs. Cooper, (Chairman) George and Hardeman.
In 1997 the Compensation Committee and the Board of Directors approved all
executive officers' base compensation. The Compensation Committee met twice
in 1997.
In accordance with SEC rules designed to enhance disclosure of the
Company's compensation, the following is a report submitted by the
above-listed committee members in their capacity as the Board's Compensation
Committee addressing the Company's compensation policy as it relates to the
named officers for fiscal 1997 and performance-based compensation for 1998.
COMPENSATION POLICY. The goal of the Company's executive compensation
policy is to ensure that an appropriate relationship exists between executive
pay and the creation of stockholder value, while at the same time motivating
and retaining key employees. To achieve this goal, the Company's executive
compensation policies integrate annual base compensation with bonuses based
upon corporate performance and individual initiatives and performance.
Measurement of corporate performance is primarily based on Company goals and
industry
10
<PAGE>
performance levels. Accordingly, in years in which performance goals and
industry levels are achieved or exceeded, executive compensation tends to be
higher than in years in which performance is below expectations. Annual cash
compensation, together with the payment of equity-based incentive, is
designed to attract and retain qualified executives and ensure that such
executives have a continuing stake in the long-term success of the Company.
All executive officers and management, in general, are eligible for and do
participate in incentive compensation plans.
PERFORMANCE MEASURE. In evaluating annual executive compensation the
Committee examines earnings per share (EPS), return on assets and equity,
revenue growth, increased value to stockholders and operating ratio. These
factors are compared to corporate goals, prior performance and performance of
the Company's peer group. While the Company is predominantly a truckload
carrier, the Company believes performance should be compared with other major
transportation and logistics companies.
To motivate our employees to think like stockholders, the Company has
implemented the following guidelines of stock ownership over a five-year
period:
<TABLE>
Position Ownership Multiple of Base Salary
-------- ---------------------------------
<S> <C>
Chief Executive Officer 5 times
Executive Vice Presidents 3 times
Group Presidents, Senior Vice Presidents
and Vice Presidents of Operations 2.5 times
Vice President, Terminal Managers,
Regional Operations Managers 2 times
</TABLE>
FISCAL 1997 COMPENSATION. For fiscal 1997, the Company's executive
compensation program consisted of (i) base salary, (ii) performance-based
cash bonus, and (iii) Management Incentive Plan benefits.
The peer group used for compensation decisions include some companies in
the peer group selected for the performance graph. However, most of the
companies used in the compensation process were top trucking and shipping
companies and other top competitive, high performing companies which are
leaders in their industries located in the Company's geographic area.
As a group, the Company's executives base and total compensation
generally falls within the range of the peer group.
BASE SALARY. Executive base salaries were reviewed to determine if such
salaries fall within the range of those persons holding comparably
responsible positions at other companies. In reviewing base salaries
national surveys prepared by third party consultants were utilized. The
salary comparisons not only include the Company's peer group, but also
include companies of similar size and complexity. Individual salaries are
also based on other factors such as the individual's past performance and
potential within the Company and the level and scope of responsibility.
PERFORMANCE CASH BONUS. Performance cash bonuses are awarded quarterly
to executives primarily based on the Company's operating ratio. The amount
of bonus paid is a percentage of the executive's salary. The bonus increases
as a percentage of base salary as the Company's operating ratio decreases. No
cash bonuses were paid to the executive group in fiscal 1995 or 1996 but were
paid in fiscal 1997.
11
<PAGE>
PERFORMANCE-BASED MANAGEMENT INCENTIVE PLAN. On May 11, 1995, the
stockholders approved the J. B. Hunt Transport Services, Inc. Amended
Management Incentive Plan (the "Plan"). The Plan consolidates all of the
existing plans for payment of incentive compensation. Under the Plan, the
Committee, the Chairman of the Board or the Chief Executive Officer of the
Company, if so delegated, has authority to grant benefits to participants.
Participation in the Plan is restricted to officers, directors, employees and
consultants of the Company.
Factors used in establishing the size of awards granted under the Plan were
as follows:
1. Level of responsibility of executive.
2. Level of existing stock ownership of executive.
3. Increased revenue and earnings of the Company.
4. Return on equity and assets of the Company.
5. Executive's long-term potential with the Company.
6. Debt/equity ratio of the Company.
7. Operating ratio of the divisions and the operating ratio of the
Company as a whole.
These factors were used in subjectively determining the amount of the
stock awards. The Compensation Committee approved all executive stock awards
for 1997.
The Plan allows the Compensation Committee, the Chairman of the Board,
or the Chief Executive Officer to make awards in the form of restricted
stock, money credits, share units, performance units, stock options or SARs
to eligible Plan participants. Any stock options or awards to be granted
under the Plan are restricted to shares previously authorized for that
purpose, i.e., 5,000,000 shares of Company stock. Since the Plan
incorporates the 1984 Stock Option Plan, all options issued under the 1984
Plan are deducted from the 5,000,000 share limit to determine the number of
options or awards that may be issued. The Compensation Committee, or the
Chairman of the Board or the Chief Executive Officer, as the case may be, is
authorized to determine the amount, terms and conditions of any grant of
incentive compensation under the Plan, subject to the plan limitations
previously approved by the stockholders.
Based on the above factors, the Company, approved by the Compensation
Committee, granted 58,000 stock options at an exercise price of $14.00 per
share, 10,000 stock options at an exercise price of $14.563 per share and
93,000 stock options at an exercise price of $15.063 per share to the top
four executive officers in fiscal year 1998. The options vest over a period
of five years.
SENIOR CHAIRMAN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMPENSATION. On
May 16, 1995, Mr. J. B. Hunt assumed the position of Senior Chairman. Wayne
Garrison, a member of the Board of Directors and former President and Chief
Executive Officer, assumed the position of Chairman. The Committee has tried
to set base salary and overall compensation for Messrs. Hunt, Garrison and
Thompson competitively with companies of similar size and aligned with
companies which lead their respective industries. The goal is to reward
these executives for corporate performance in line with the interests of the
stockholders.
Messrs. Hunt and Garrison do not participate in the bonus plan and
therefore, received no bonus in 1997. The cash bonus for Mr. Thompson is
determined by the previously mentioned formula relating bonuses to quarterly
operating ratios. A cash bonus was paid to Mr. Thompson in 1997 in
attainment of the operating ratio criteria.
In accordance with the Committee's policy of aligning executive interest
with the interest of stockholders, Mr. Thompson was granted 38,000 options at
$14.00 and 38,000 options at $15.063 which vest over a five year period.
There were no stock options granted to Messrs. Hunt or Garrison in 1997.
12
<PAGE>
Messrs. Hunt, Garrison and Thompson's cash compensation is comparable to
the NASDAQ peer group and other transportation company peer groups.
Additionally, Messrs. Hunt, Garrison and Thompson participate in the
Company's retirement plan.
1998 PERFORMANCE-BASED COMPENSATION. For fiscal year 1998, the
Company's previously established cash bonus program for the above named
executives that is in direct correlation to the operating ratio remains in
place at the date of this filing. As the operating ratio improves, the cash
bonuses increase.
HOW IS THE COMPANY ADDRESSING INTERNAL REVENUE CODE LIMITS ON DEDUCTIBILITY
OF COMPENSATION?
Section 162(m) of the Internal Revenue Code generally allows a tax
deduction to public corporations for compensation over $1,000,000 paid for
any fiscal year to the Company's Chief Executive Officer and four other most
highly compensation executive officers as of the end of any fiscal year.
However, the statute exempts qualifying performance-based compensation from
the deduction limit if certain requirements are met. The Compensation
Committee has structured performance-based compensation, including stock
option grants and annual bonuses, to executive officers who may be subject to
section 162(m) in a manner that satisfies those requirements. To meet the
stockholder approval requirements of Section 162(m), the Company submitted
and obtained approval of the Amended Management Incentive Plan by its
stockholders at the 1995 Annual Meeting.
The Board and the Compensation Committee reserve the authority to award
non-deductible compensation in other circumstances as they deem appropriate.
Further, because of ambiguities and uncertainties as to the application and
interpretation of Section 162(m) and the regulations issued thereunder, no
assurance can be given, notwithstanding the Company's efforts, that
compensation intended by the Company to satisfy the requirements for
deductibility under Section 162(m) does in fact do so.
At the Compensation Committee meeting held January 21, 1998 the
Committee reviewed and approved an unfunded Deferred Compensation Plan for
the Company. Effective March 1, 1998, eligible participants will include all
board members and the top two percent of the Company's management group.
Each participant may elect to defer up to 100% of any salary, bonus or board
compensation earned during the year and elect to receive the income at a
designated date in the future. Upon review and approval by the Committee,
the Deferred Compensation Plan was presented to the Board of Directors at its
regularly scheduled meeting on January 21, 1998 to which it received
unanimous approval.
SUMMARY. The Committee has adopted the philosophy of the Company, i.e.,
that linking executive compensation to corporate performance results in
aligning compensation with corporate goals and stockholder interests.
1997 COMPENSATION COMMITTEE
John A. Cooper, Jr., Chairman
Gene George
Thomas L. Hardeman
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Cooper, George and Hardeman comprise the Compensation Committee.
None of the members of the Compensation Committee were an officer or an
employee of the Company during 1997 and no member of the Committee is a
former officer of the Company or had any related party transactions with the
Company in fiscal 1997.
PERFORMANCE GRAPH
The following graph presents a five year comparison of cumulative total
returns for the Company, the S&P 500 composite index and NASDAQ Trucking
Stocks (CRSP Transportation Index). The CRSP Transportation Index was
prepared by the Center for Research in Security Prices and includes all
NASDAQ traded trucking companies classified under SIC codes 4200-4299. A
listing of the companies included in the CRSP Transportation Index is
available upon request from the Company. The values on the graph show the
relative performance of an investment of $100 made on December 31, 1992 in
Company Common Stock and in each of the indices.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
J. B. HUNT, S&P 500, NASDAQ
<TABLE>
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
<S> <C> <C> <C> <C> <C> <C>
J. B. HUNT 100.0 100.9 66.9 74.3 62.9 85.3
S&P 500 100.0 109.8 111.3 153.1 188.8 252.0
NASDAQ 100.0 112.6 106.1 85.2 99.7 128.9
</TABLE>
14
<PAGE>
PROPOSAL TWO
PROPOSAL TO APPROVE THE AMENDED MANAGEMENT INCENTIVE PLAN
The Company's Management Incentive Plan was originally adopted and
approved by the Board of Directors on March 17, 1989. An amended Plan was
subsequently approved by the stockholders on May 11, 1995. The Plan was
adopted for the purpose of providing key employees the opportunity to acquire
a proprietary interest in the Company through the purchase or awarding of
shares of Common Stock or the awarding of SARs, share units or money credits,
thereby more closely aligning management's interests with that of the
Company's stockholders.
The stockholders of the Company are requested to approve an amendment to
the Plan to increase the number of shares reserved for issuance from
5,000,000 to 6,500,000 which has been approved by the Compensation Committee
and the Board of Directors.
WHY AMEND THE PLAN?
The number of shares of Common Stock originally reserved by the Plan
were not adequate to meet the ongoing purpose of the Plan. The original Plan
provided that an aggregate of 5,000,000 shares of Common Stock would be
available for options and awards under the Plan. As of December 31, 1997,
approximately 11,000 shares were available for future grants. The Plan
proposal would increase the maximum amount of shares authorized for issuance
under the Plan to 6,500,000 subject to adjustment as provided in the Plan for
certain changes in the Company's capital structure.
The Plan generally provides for the grant of stock options, restricted
stock, SARs, share units or money credits which may be granted either alone
or simultaneously in any combination. In order to comply with the Omnibus
Budget Reconciliation Act of 1993 and avoid the possible loss of future
federal income tax deductions attributable to stock options and SARs granted
under the Plan, the Board has approved an amendment of the Plan that would
establish 2% of the total shares authorized for issuance under the Plan, i.e.
2% of 6,500,000, as the maximum number of shares that may be subject to stock
options, restricted stock, SARs, share units or money credits, or its dollar
equivalent at the share's fair market value at date of grant, to an executive
officer during any fiscal year.
Under currently applicable provisions of the Code, an optionee will not
be deemed to receive any income for federal income tax purposes upon the
grant of any option under the Plan, nor will the Company be entitled to a tax
deduction at that time. Upon the exercise of a non-qualified option, the
optionee will be deemed to have received compensation in an amount equal to
the difference between the market price and exercise price of the shares
received on the exercise date. The Company will be allowed an income tax
deduction equal to the excess of market value on the shares on the date of
exercise over the cost of such shares to the optionee.
The Board of Directors believes it is in the best long-term interests of
the stockholders of the Company to maintain a progressive stock-based
incentive program in order to attract and retain officers, key employees and
directors and to encourage their greater financial investment in the Company.
15
<PAGE>
VOTING ON THE AMENDMENT
If a quorum is present at the Annual Meeting, approval of the amendment
requires the affirmative vote of a majority of the shares of Common Stock
present in person or represented by proxy at the meeting and entitled to vote
with respect to the amendment. Proxies marked to abstain from voting with
respect to the amendment will have the effect of proxies voted against the
amendment.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP ("Peat
Marwick") as the principal independent public accountants for fiscal year
1998 and recommends that the stockholders vote for ratification of such
appointment. Peat Marwick has been the principal accountant for the Company
since 1982. Notwithstanding the selection, the Board, in its discretion, may
direct the appointment of a new independent accounting firm at any time
during the year if the Board feels that such a change would be in the best
interests of the Company and its stockholders.
Representatives of Peat Marwick will be present at the stockholders'
meeting and will have an opportunity to make a statement to the stockholders,
if desired, and will be available to respond to appropriate questions from
the stockholders.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.
EXPENSES
The expense of soliciting proxies, including the cost of preparing,
assembling and mailing the material submitted herewith, will be paid by the
Company. The Company will also reimburse brokerage firms, banks, trustees,
nominees and other persons for the expense of forwarding proxy material to
beneficial owners of shares held by them of record. Solicitations of proxies
may be made personally or by telephone or telegraphic communications, by
directors, officers and regular employees, who will not receive any
additional compensation in respect of such solicitations.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Secretary of the Company no
later than November 4, 1998 for inclusion in the 1999 Proxy Statement and
Form of Proxy. To be so included, a
16
<PAGE>
proposal must also comply with all applicable provisions of Rule 14A under
the Securities Exchange Act of 1934.
GENERAL
Proxies duly executed and returned by a stockholder, and not revoked
prior to or at the meeting, will be voted in accordance with the instructions
thereon.
The management of the Company does not know of any business to be
brought before the meeting other than described in this Proxy Statement, but
it is intended that as to any such other business, a vote may be cast
pursuant to the proxy in accordance with the judgment of the persons acting
thereunder.
STOCKHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE PROXY
ENCLOSED IN THE ENVELOPE PROVIDED. PROMPT RESPONSE WILL GREATLY FACILITATE
ARRANGEMENTS FOR THE MEETING, AND YOUR COOPERATION WILL BE APPRECIATED.
By Order of the Board of Directors
JOHNELLE D. HUNT
Secretary
17
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS FOR
P ANNUAL MEETING OF STOCKHOLDERS, APRIL, 16, 1998
R
The undersigned hereby constitute(s) and appoint(s) WAYNE GARRISON and
O KIRK THOMPSON as Proxies, each with the power to appoint his substitute,
and hereby authorizes the Proxies, or either of them, to represent and
X vote as designated on this proxy card all of the shares of common stock
of J.B. HUNT TRANSPORT SERVICES, INC. held of record by the undersigned
Y on February 27, 1998 at the Annual Meeting of Stockholders to be held on
April 16, 1998, and any adjournment thereof.
<TABLE>
ELECTION OF DIRECTORS, NOMINEES: COMMENT/CHANGE OF ADDRESS:
<S> <C>
[01] John A. Cooper, Jr., [02] Wayne Garrison,
-----------------------------------------------
[03] Gene George, [04] Thomas L. Hardeman,
-----------------------------------------------
[05] J.B. Hunt, [06] Johnelle D. Hunt, [07] Bryan Hunt,
-----------------------------------------------
[08] Lloyd E. Peterson, [09] Kirk Thompson
-----------------------------------------------
(If you have written in the above space, please
mark the corresponding box on the reverse side
of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE REVERSE SIDE, BUT
YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
THE PROXY COMMITTEE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
</TABLE>
FOLD AND DETACH HERE
<PAGE>
/X/ Please mark your
votes as in this
example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR ALL PROPOSALS.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of / / / / 2. To amend the / / / / / / 4. To consider and act upon / / / / / /
Directors Management such other business as
(SEE REVERSE) Incentive Plan may properly come before
For, except vote withheld from 3. To ratify the appoint- / / / / / / the meeting or any
the following nominee(s): ment of KPMG Peat adjournments thereof.
Marwick as the prin- / / Change of
cipal independent Address/Comments
public accountants on Reverse Side
for fiscal year 1998.
SIGNATURE(S) DATE The signer hereby revokes all proxies heretofore given by
-------------------------------------------- -------- the signer to vote at said meeting or any adjournment
NOTE: Please mark, sign, date and promptly return this proxy card in thereof.
the enclosed envelope. Please sign exactly as your name(s) appear(s)
above. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give the title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
</TABLE>
FOLD AND DETACH HERE
J.B. HUNT TRANSPORT SERVICES, INC.
Dear Stockholder:
J.B. Hunt Transport Services, Inc. encourages U.S. and Canadian residents to
take advantage of a convenient way by which you can vote your shares by
telephone. If you vote by telephone, you do not need to return this proxy
card.
To vote your shares by telephone you must use the voter control number in the
box above, just below the perforation.
On a touch-tone telephone call toll-free 1-800-OK2-VOTE (1-800-652-8683) 24
hours a day, 7 days a week. The telephone response system will lead you
through the simple process of voting your proxy. Your voter control number
above must be used to access the system.
YOUR TELEPHONE VOTE PROVIDES THE SAME AUTHORIZATION TO VOTE YOUR SHARES AS IF
YOU MARKED, SIGNED, DATED AND RETURNED YOUR PROXY CARD.
Your vote is important. Thank you for voting.
