<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 MEETING OF STOCKHOLDERS
---------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 20, 2000 AT 10:00 A.M.
The Annual Meeting of Stockholders of J.B. Hunt Transport Services,
Inc. (the "Company") will be held April 20, 2000 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 three Class II Directors for a term of three years each.
(2) To amend the Company's Management Incentive Plan by authorizing
additional shares in the Plan.
(3) To amend and extend the Chairman's Stock Option Incentive Plan.
(4) To ratify the appointment of KPMG LLP as the Company's principal
independent public accountants for the next fiscal year.
(5) To transact such other business as may properly come before the meeting
or any adjournments thereof.
Only stockholders of record on February 18, 2000 will be entitled to vote
at the meeting or any adjournments thereof. The stock transfer books will not be
closed.
A copy of the 1999 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 3, 2000
- -------------------------------------------------------------------------------
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
20, 2000, 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 and ratification of the Company's independent auditors. In addition,
the Company's management will report on the performance of the Company during
fiscal 1999 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 18, 2000, 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, 35,638,986 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.
2
<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 Amended Management Incentive Plan (see pages 16-17)
- FOR the Amended Chairman's Stock Option Plan (see page 18)
- FOR ratification of the appointment of KPMG LLP as the Company's
independent auditors (see page 19)
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.
- - 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.
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
3
<PAGE>
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 15, 1999
The 1999 Annual Meeting was held on April 15, 1999. At that meeting 91.68
percent of eligible shares were voted. Class I nominees for the Board of
Directors were elected by a vote of 99.05 percent of the total shares voted.
Ratification of the appointment of KPMG LLP as the Company's independent
auditors for the next fiscal year was approved by a vote of 99.96 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 18, 2000 there were
35,638,986 shares outstanding held by 1,642 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 18, 2000, 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>
<CAPTION>
- -------------------------------------------------------------------------------
BENEFICIAL OWNERSHIP
- -------------------------------------------------------------------------------
DIRECTORS AND OFFICERS SHARES PERCENT (8)
---------------------- ------ -------
<S> <C> <C>
J. B. Hunt (1) 14,399,418 40.4 %
Wayne Garrison (2) 1,505,452 4.2
John A. Cooper, Jr. 10,530 *
Gene George (3) 625,302 1.8
Thomas L. Hardeman 4,030 *
Bryan Hunt (4) 20,235 *
Johnelle Hunt 26,800 *
Robert E. Logan (5) 20,500 *
Lloyd E. Peterson 1,098,534 3.1
Kirk Thompson (6) 177,447 *
Jerry W. Walton (7) 90,729 *
John A. White 3,172 *
All executive officers and directors 18,425,704 51.7%
as a group (20 persons) (8)
</TABLE>
- -------------------------------------------------------------------------------
*Represents less than 1 percent of the Company's outstanding common stock
- --------------------------------------------------------------------------------
OTHER PRINCIPAL STOCKHOLDERS
- --------------------------------------------------------------------------------
None reported as of February 18, 2000.
4
<PAGE>
(1) Mr. Hunt's address is 615 J.B. Hunt Corporate Drive, Lowell, Arkansas
72745. Includes 13,173,408 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 442,555 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 option to purchase 11,500 shares, exercisable as of February 18,
2000.
(5) Includes options to purchase 9,000 shares, exercisable as of February 18,
2000.
(6) Includes options to purchase 26,000 shares, exercisable as of February
18, 2000.
(7) Includes 25,614 shares held in trusts in which Mr. Walton is designated
as the trustee and options to purchase 18,600 shares, exercisable as of
February 18, 2000.
(8) Includes options to purchase 206,700 shares exercisable as of February
18, 2000.
(9) The percentages are based upon 35,638,986 shares which equal the
outstanding shares of the Company as of February 18, 2000.
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 Securities Exchange Commission (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, to the best of the Company's knowledge there were no
late filings for fiscal year 1999.
- --------------------------------------------------------------------------------
PROPOSAL ONE
ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The Board of Directors is currently divided into three classes, having
three-year terms that expire in successive years. The term of office of
directors in Class II expires at the 2000 Annual Meeting. The Board of Directors
proposes that the nominees described below be re-elected to Class II for a new
term of three years and until their successors are duly elected and qualified.
All are currently serving as Class II directors.
Each of the nominees has consented to serve a three-year term. If any of
them should become unavailable to serve as a director, the Board may designate a
substitute nominee. In that case, the persons named as proxies will vote for the
substitute nominee designated by the Board.
It is intended that the shares represented by the accompanying proxy will
be voted at the 2000 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.
5
<PAGE>
PROFILES OF DIRECTORS AND NOMINEES
NOMINEES FOR DIRECTOR:
CLASS II - TERM EXPIRES APRIL 2000
GENE GEORGE DIRECTOR SINCE 1961
Mr. George, age 77, is Chairman of the Board of George's Inc. (an
integrated poultry company). He also serves on the Board of Directors for
the First National Bank of Springdale.
THOMAS L. HARDEMAN DIRECTOR SINCE 1994
Mr. Hardeman, age 62, is President of BTTB Investments, a private
investment company. He also serves on the Board of Directors for Trimac,
Ltd. (a Canadian corporation). 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 73, is the Senior Chairman of the Board of Directors of the
Company. Founder of J.B. Hunt Company in 1961, he served as Chairman of the
Board from 1982 until May 16, 1995. Mr. Hunt also serves on the Board of
Directors of the University of Denver Intermodal Transportation Institute.
DIRECTORS WHOSE TERM OF OFFICE CONTINUE
CLASS III - TERM EXPIRES APRIL 2001
JOHN A. COOPER, JR. DIRECTOR SINCE 1990
Mr. Cooper, age 61, is Chairman of the Board, Chief Executive Officer and
President of Cooper Communities, Inc. (a community development company). He
also serves on the Board of Directors for Wal*Mart Stores, Inc.
BRYAN HUNT DIRECTOR SINCE 1991
Mr. Hunt, age 41, is Vice Chairman of the Company. 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. He is President of
Best Motor Company.
WAYNE GARRISON DIRECTOR SINCE 1981
Mr. Garrison, age 47, assumed the responsibilities of Chairman of the Board
May 16, 1995. In 1976 he joined the Company as Plant Manager. He has 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.
6
<PAGE>
CLASS I - TERM EXPIRES APRIL 2002
JOHNELLE D. HUNT DIRECTOR SINCE 1993
Mrs. Hunt, age 68, is Secretary of the Company. Serving as Credit Manager
from 1962 to 1987, she was elected Secretary-Treasurer in 1972 and served
in that capacity until October 1988 at which time she was elected
Secretary. She also serves on the Board of Directors for the University of
Arkansas Medical Sciences Foundation and the Harvey and Bernice Jones Eye
Institute and is the founding chairman of the Alexis de Tocqueville Society
of United Way for Washington County. On February 9, 1999, Mrs. Hunt
received an appointment from Governor Huckabee to serve as a commissioner
for the Arkansas Department of Economic Development.
LLOYD E. PETERSON DIRECTOR SINCE 1990
Mr. Peterson, age 87, 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 is Director Emeritus of
Grand Federal Bank.
KIRK THOMPSON DIRECTOR SINCE 1985
Mr. Thompson, age 46, 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 LLP. 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.
JOHN A. WHITE
Dr. White, age 60, currently serves as Chancellor of the University of
Arkansas, a position he assumed on July 1, 1997. Prior to joining the
University, he served as Dean of Engineering at the Georgia Institute of
Technology in Atlanta for six years. A graduate of the University of
Arkansas (BSIE), Virginia Tech (MSIE) and The Ohio State University (PhD),
he also holds honorary doctorates from the Katholieke Universitiet of
Leuven in Belgium and from George Washington University. Dr. White is a
member of the National Academy of Engineering, past president of the
National Consortium for Graduate Degrees for Minorities in Engineering and
Science, Inc., past chairman of the American Association of Engineering
Societies and past president of the Institute of Industrial Engineers. He
also serves on the Board of Directors for Eastman Chemical Company,
Motorola, Inc., Russell Corporation, Logility, Inc. and the National
Science Foundation to which he received an appointment by President
Clinton.
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.
7
<PAGE>
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, 1999, 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 $16,000
paid in Company stock (or 1,044 shares on July 15, 1999). A decision, approved
by the Compensation Committee and subsequently by the Board on October 14, 1999,
increased the director's fees to $3,250 for each board meeting attended
effective January 1, 2000.
HOW OFTEN DID THE BOARD MEET DURING FISCAL 1999?
The Board of Directors met four times during the 1999 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>
<CAPTION>
--------------------------------------------------------------------------------------------------
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 *
John White *
--------------------------------------------------------------------------------------------------
</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 1999.
8
<PAGE>
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 1999, the Compensation Committee met twice.
AUDIT COMMITTEE. The Audit Committee met once during fiscal 1999. 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 Nominating Committee 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 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 1999.
- --------------------------------------------------------------------------------
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 OR 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 1999.
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 executive officers of the Company for such period in all capacities in
which they served.
9
<PAGE>
EXHIBIT I
EXECUTIVE COMPENSATION SUMMARY TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
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> <C>
J.B. Hunt 1999 375,000 0 46,311 N/A N/A N/A 14,991
Senior Chairman 1998 375,000 0 50,676 N/A N/A N/A 14,375
1997 375,000 0 49,074 N/A N/A N/A 50,653
Wayne Garrison 1999 375,000 0 54,104 N/A N/A N/A 0
Chairman 1998 375,000 0 N/A N/A N/A N/A 2,596
1997 375,000 0 N/A N/A N/A N/A 1,778
Kirk Thompson 1999 450,000 0 N/A N/A 53,000 N/A 3,603
President and 1998 409,615 60,000 N/A N/A 0 N/A 4,800
CEO 1997 400,000 10,000 N/A N/A 76,000 N/A 4,615
Robert Logan 1999 264,423 0 N/A N/A 10,000 N/A 0
Chief Information 1998 262,885 36,600 N/A N/A 10,000 N/A 0
Officer/EVP (6) 1997 244,000 6,500 N/A N/A 30,000 N/A 0
Jerry Walton 1999 275,000 0 N/A N/A 10,000 N/A 1,872
Executive VP 1998 254,808 37,500 N/A N/A 20,000 N/A 1,875
Finance/Admin- 1997 250,000 6,250 N/A N/A 55,000 N/A 1,779
istration/CFO
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) No bonus was earned for fiscal year 1999. 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 amount reported for Mr. Hunt in fiscal 1999
represents $41,915 for professional fees and $4,696 for personal use of the
Company plane. For fiscal year 1998, the amount reported for Mr. Hunt
represents $45,114 for professional and $5,562 for personal use of the
Company plane. In fiscal 1997 the amount reported represents $47,880 for
professional fees and $1,194 for personal use of the Company plane. In
fiscal 1999, the amount reported for Mr. Garrison represents $26,376 for
professional fees, $26,885 for personal use of the Company plane and $843
for use of a Company car.
(3) There were no restricted stock awards granted in fiscal years 1999, 1998 or
1997.
(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 $7,044,196 as of December
31, 1999, 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 1999 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
$13,117.
(6) Mr. Logan relinquished his role as Chief Information Officer June 1, 1999.
10
<PAGE>
EXHIBIT II
AGGREGATED OPTION EXERCISES DURING FISCAL 1999
AND
OPTION VALUES ON DECEMBER 31, 1999
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)
(1)
NAME AND
PRINCIPAL SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
POSITION ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. B. Hunt 0 0 0 0
0 0
Wayne Garrison 0 0 0 E 0 E
2,500,000 U 0 U
Kirk Thompson 0 0 26,000 E 0 E
275,200 U 0 U
Robert Logan 0 0 9,000 E 1,344 E
91,000 U 0 U
Jerry Walton 0 0 18,600 E 0 E
154,000 U 0 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 $13.84, which
is the closing market price reported on NASDAQ on December 31, 1999.
EXHIBIT III
OPTION GRANTS DURING FISCAL 1999
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES PERCENT
UNDERLYING OF TOTAL OPTION POTENTIAL REALIZABLE VALUE ($)(1)
NAME AND OPTIONS OPTIONS PRICE EXPIRATION
POSITION GRANTED GRANTED ($/SH) DATE 5% 10%
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. B. Hunt 0 0 0 0 0 0
Wayne Garrison 0 0 0 0 0 0
Kirk Thompson 15,000 3.18 13.50 11/05/05 68,869 156,241
38,000 (2) 8.07 13.50 11/05/10 364,404 950,649
Robert Logan 10,000 2.12 12.88 10/29/05 43,787 99,338
Jerry Walton 10,000 2.12 12.88 10/29/05 43,787 99,338
- -------------------------------------------------------------------------------------------------------------------
</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.
(2) Granted in 1998. Due to the potential of a 16(b) violation, Mr. Thompson
was unable to accept the grant until 1999.
11
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors was comprised
during fiscal year 1999 of Messrs. Cooper, (Chairman) George and Hardeman.
The Compensation Committee and the Board of Directors approved compensation
for the Company's top five executive officers. In fiscal 1999, the
Compensation Committee met twice.
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 1999 and performance-based compensation for 2000.
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 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>
<CAPTION>
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 Presidents, Terminal Managers,
Regional Operations Managers 2 times
</TABLE>
FISCAL 1999 COMPENSATION. For fiscal 1999, the Company's executive
compensation program consisted of (i) base salary, (ii) performance-based
cash bonus, and (iii) Management Incentive Plan benefits.
12
<PAGE>
The peer group used for compensation comparisons include some companies
in the peer group selected for the performance graph. The companies used in
the compensation peer group were leading transportation and logistics
companies.
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.
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 improves. No
cash bonuses were paid to the executive group in fiscal 1999. Bonuses were
paid to the executive group in fiscal 1998 and 1997.
PERFORMANCE-BASED MANAGEMENT INCENTIVE PLAN. On May 11, 1995 and
subsequently on April 16, 1998, 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 determined and approved 1999 stock
awards for the top five executive officers of the company.
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., 6,500,000 shares of Company stock. Since the Plan incorporates
the 1984 Stock Option Plan, all options issued under the 1984 Plan are
deducted from the 6,500,000 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, determined and approved by the
Compensation Committee, granted 53,000 stock options at an exercise price of
$13.50 per share and 20,000 stock options at an exercise price of $12.88 per
share to the top five executive officers in fiscal year 1999. 38,000 options
vest over a period of ten years and 35,000 options vest over a period of five
years.
13
<PAGE>
SENIOR CHAIRMAN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMPENSATION. On
May 16, 1995, Mr. J. B. Hunt assumed the position of Senior Chairman and
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 1999. The cash bonus for Mr. Thompson is
determined by the previously mentioned formula relating bonuses to quarterly
operating ratios. No cash bonus was paid to Mr. Thompson in 1999.
In accordance with the Committee's policy of aligning executive interest
with the interest of stockholders, Mr. Thompson was granted 15,000 stock
options in fiscal year 1999 which will vest over a five year period. Due to
the potential of creating a 16(b) violation, Mr. Thompson was unable to
receive the fiscal year 1998 award of 38,000 stock options until 1999. These
options vest over a ten year period. There were no stock options granted to
Messrs. Hunt or Garrison in 1999.
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.
2000 PERFORMANCE-BASED COMPENSATION. For fiscal year 2000, the Company
has established a cash bonus program for the above named executives that is
in direct correlation to earnings per share.
HOW IS THE COMPANY ADDRESSING INTERNAL REVENUE CODE LIMITS ON DEDUCTIBILITY
OF COMPENSATION?
Section 162(m) of the Internal Revenue Code generally disallows 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 compensated 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.
14
<PAGE>
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.
1999 COMPENSATION COMMITTEE
John A. Cooper, Jr., Chairman
Gene George
Thomas L. Hardeman
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 1999 and no member of the Committee is a
former officer of the Company or had any related party transactions with the
Company in fiscal 1999.
15
<PAGE>
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, 1994 in
Company Common Stock and in each of the indices.
----------------------------------------------------------
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
J. B. HUNT TRANSPORT, S&P 500, NASDAQ
----------------------------------------------------------
[GRAPH]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.B. Hunt 100.0 111.1 94.0 127.6 157.8 96.1
- -----------------------------------------------------------------------------------------
S&P 500 100.0 137.6 169.5 226.1 291.8 353.7
- -----------------------------------------------------------------------------------------
NASDAQ 100.0 80.3 94.0 121.6 122.8 115.6
- -----------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
----------------------------------------------------------
PROPOSAL TWO
TO AMEND THE COMPANY'S MANAGEMENT INCENTIVE PLAN
BY AUTHORIZING ADDITIONAL SHARES IN THE PLAN
----------------------------------------------------------
The Company's Management Incentive Plan was originally adopted and
approved by the Board of Directors on March 17, 1989. Amendments to the Plan
were subsequently approved by the stockholders on May 11, 1995 and April 16,
1998. 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
6,500,000 to 8,500,000 which has been approved by the Compensation Committee
and the Board of Directors.
WHY AMEND THE PLAN?
The number of shares of Common Stock reserved by the Plan are not
adequate to meet the ongoing purpose of the Plan. The Plan provided an
aggregate of 6,500,000 shares of Common Stock to be available for options and
awards under the Plan. As of December 31, 1999, approximately 605,000 shares
were remaining for future grants. The Plan proposal would increase the
maximum amount of shares authorized for issuance under the Plan to 8,500,000
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 8,500,000, 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.
As noted above, the Plan provides that "key employees" of the Company
are eligible to participate therein. The term "key employee" is defined to
include employees, officers, directors, consultants and independent
contractors who render services which tend to materially contribute to the
success of the Company. Currently, the Company believes approximately 200
persons are
17
<PAGE>
eligible to participate in the Plan. No determination has been made with
respect to the future recipients of awards under the Plan and it is not
possible to specify the names or positions of persons to whom awards will be
granted, or the number of shares, within the limitations of the Plan, to be
covered by such awards. However, as required by SEC rules, the following
table shows the number and dollar value benefit of all options granted during
fiscal 1999 to (i) the Chairman of the Board, (ii) the Chief Executive
Officer, (iii) each of the four most highly compensated executive officers as
a group, (iv) all current executive officers as a group, (v) all
non-executive directors as a group, and (vi) all non-executive officers and
employees as a group:
<TABLE>
<CAPTION>
NEW PLAN BENEFITS
MANAGEMENT INCENTIVE PLAN
NUMBER OF
NAME AND POSITION DOLLAR VALUE(1) OPTIONS (2)
-----------------------------------------------------------------------------------------
<S> <C> <C>
J. B. Hunt N/A 0
Sr. Chairman
Wayne Garrison
Chairman N/A 0
Kirk Thompson N/A 53,000
President and CEO
Jerry Walton N/A 10,000
Executive VP Finance
and CFO
Robert E. Logan N/A 10,000
Chief Information Officer
Executive Group N/A 124,500
Non-Executive Director Group N/A 0
Non-Executive Officer Employee Group N/A 346,500
</TABLE>
(1) Dollar value is not determinable based upon closing price of Company's
Common Stock at January 3, 2000. These options were granted at exercise
prices ranging from $12.69 - $24.00 per share which was the fair market
value of the underlying shares on the date of grant.
(2) Represents fiscal 1999 option grants.
On January 3, 2000 the closing price of the Company's Common Stock, as
listed on the NASDAQ Market, was $13.44 per share.
Approval of the Plan proposal will require the affirmative vote of the
holders of a majority of the shares of Common Stock, in person or by proxy,
and entitled to vote at the Annual Meeting.
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.
18
<PAGE>
------------------------------------------------------------------
PROPOSAL THREE
TO AMEND AND EXTEND THE CHAIRMAN'S STOCK OPTION INCENTIVE PLAN
------------------------------------------------------------------
On October 19, 1995, disinterested members of the Company's Board of
Directors voted to adopt, subject to stockholder approval, the Chairman's Stock
Option Incentive Plan (the "Chairman's Plan"). The purpose of the Chairman's
Plan is to attract and retain the services of Mr. Wayne Garrison. Mr. Garrison
is the Chairman of the Board of Directors and a former President of the Company
and has extensive experience and knowledge in the trucking business. The
Chairman's Plan provides for the issuance of options to purchase up to a total
of 2,500,000 shares of Common Stock, $0.01 par value, of the Company. Approval
by the stockholders was received on May 9, 1996.
The plan is administered by the Compensation Committee of the Board of
Directors of the Company comprised solely of three or more directors, each of
whom is a disinterested director within the meaning of Rule 16b-3, promulgated
under the Securities Exchange Act of 1934. The plan was written to terminate
five years after it became effective unless terminated prior thereto by action
of the Compensation Committee.
The Chairman's Plan is qualified under Rule 16b-3 of the Exchange Act. A
grant of options will not result in taxable income to an optionee or a tax
deduction for the Company. The exercise of an option will result in taxable
ordinary income to the optionee and a corresponding deduction for the Company,
and in each case equal to the difference between the fair market value of the
shares on the date the option was granted and the fair market value on the date
the option was exercised.
Options granted pursuant to the Chairman's Plan will mature and become
exercisable on July 1, 2000. All options will expire and terminate if not
exercised one (1) year from maturity. The options are nonassignable or
transferable other than by will or the laws of descent and distribution during
the lifetime of the Participant.
The Plan may be amended by the Compensation Committee at any time and in
any respect except that stockholders must approve any amendment which would:
(1) increase or decrease the maximum number of shares of Common
Stock available under the Chairman's Plan;
(2) modify the terms under which the option may be exercised by the
Participant under the Plan; or
(3) materially increase plan benefits to the Participant under the
Plan.
On January 20, 2000, disinterested members of the Board of Directors met
separately and voted to extend the expiration date of the Chairman's Plan by one
year or to July 1, 2002 and hereby submits the extension to the Company's
stockholders for a vote.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.
19
<PAGE>
------------------------------------------------------
PROPOSAL FOUR
RATIFICATION OF APPOINTMENT OF AUDITORS
------------------------------------------------------
The Board of Directors has selected KPMG LLP as the principal independent
public accountants for fiscal year 2000 and recommends that the stockholders
vote for ratification of such appointment. KPMG LLP 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 KPMG LLP 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 proxies being solicited hereby are bring solicited by the Company. 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 2001 Annual
Meeting of Stockholders must be received by the Secretary of the Company no
later than November 3, 2000 for inclusion in the Proxy Statement and Form of
Proxy. To be so included, a 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
20
<PAGE>
PLEASE MARK YOUR / 2600
X 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, 3 AND 4
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Election of 2. To amend the 3. To amend and extend the
Directors Company's Chairman's Stock Option
(SEE REVERSE) Management Incentive Plan.
Incentive Plan by
For, except vote withheld from the authorizing 4. To ratify the appointment of
following nominee(s): additional shares KPMG LLP as the principal
in the Plan. independent public accoun-
__________________________________ tants for fiscal year 2000.
5. To transact such other business as may
properly come before the meeting or any
adjournments thereof.
Change of
Address/Comments
on Reverse Side
SIGNATURE(S)_____________________________________________________DATE______________ The signer hereby revokes all proxies
NOTE: Please mark, sign, date and promptly return this proxy card in the enclosed heretofore given by the signer to vote at
envelope. Please sign exactly as your name(s) appear(s) above. When shares are held said meeting or any adjournments thereof.
by joint tenants, both should sign. When signing as attorney, officer administrator,
trustee or guardian, please give full title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. In a partnership,
please sign in partnership name by authorized person.
FOLD AND DETACH HERE
</TABLE>
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 1-877-PRX-VOTE (1-877-779-8683) 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.
<PAGE>
J.B. HUNT TRANSPORT SERVICES, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS FOR
P ANNUAL MEETING OF STOCKHOLDERS, APRIL 20, 2000
R The undersigned hereby constitute(s) and appoint(s) WAYNE GARRISON and
KIRK THOMPSON as Proxies, each with the power to appoint his substitute,
O and hereby authorizes the Proxies, or either of them, to represent and
vote as designated on this proxy card all of the shares of common stock
X of J.B. HUNT TRANSPORT SERVICES, INC. held of record by the undersigned
on February 18, 2000 at the Annual Meeting of Stockholders to be held on
Y April 20, 2000, and any adjournment thereof.
<TABLE>
<CAPTION>
ELECTION OF DIRECTORS, NOMINEES: COMMENT/CHANGE OF ADDRESS:
<S> <C>
(01) Gene George, (02) Thomas L. Hardeman,
(03) J.B. Hunt -----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
(If your have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
</TABLE>
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.
FOLD AND DETACH HERE
