Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2020, the Board of Directors (the "Board") of Universal Logistics
Holdings, Inc. (the "Company") appointed Tim Phillips as its new Chief Executive
Officer, President, and member of the Board, effective immediately. Mr. Phillips
succeeds Jeff Rogers, who separated from service with the Company as Chief
Executive Officer, President and a director effective January 10, 2020.
Mr. Phillips, age 54, previously served as the Company's Executive Vice
President of Transportation since January 2019. From October 2009 to January
2019, Mr. Phillips held the position of President of Universal Intermodal
Services, Inc., the Company's intermodal subsidiary. Prior to that role, he
served as President of The Mason & Dixon Lines, a former subsidiary and
predecessor to Universal Truckload, LLC, from January 2007 to September 2009. He
also served as Vice President of Mason Dixon Intermodal, now known as Universal
Intermodal Services, Inc., from October 2004 to December 2006, and held various
operational positions there beginning in August 1989. Mr. Phillips holds a
Bachelor of Business Administration in Business Management from Eastern Michigan
University.
On January 10, 2020 the Company entered into an employment agreement (the
"Employment Agreement") with Mr. Phillips. Under the Employment Agreement, Mr.
Phillips will receive an annual base salary of $500,032, subject to annual
review and adjustment, and his performance will be reviewed annually for bonus
eligibility. His 2019 cash bonus award as set forth in the Employment Agreement
will be $240,000, to be paid in five annual installments of 20% each beginning
in 2020, subject to his continued employment with the Company.
Under the Employment Agreement, Mr. Phillips will be granted 60,000 restricted
shares of common stock of the Company pursuant to the Company's 2014 Amended and
Restated Stock Incentive Plan. These shares will vest in installments of 20,000
shares each on January 10, 2024 and January 10, 2026, and 10,000 shares each on
January 10, 2027 and 2028, in each case subject to his continued employment with
the Company. Mr. Phillips may also participate in other benefit plans on the
same terms as our other employees.
Pursuant to the Employment Agreement, the Company may terminate Mr. Phillips'
employment at any time for just cause. The Company may also terminate his
employment if it is determined by the Board that the best interests of the
Company would be served by such termination; provided that, if such termination
is without cause, he will be entitled to receive his base salary for a period of
12 months following such termination. The Employment Agreement also provides Mr.
Phillips the right to terminate his employment with the Company upon three
months' prior written notice to the Company. Mr. Phillips' employment with the
Company will be terminated upon his death and may be terminated by the Company
upon his continued disability for a period of three consecutive months.
The Employment Agreement contains covenants not to compete with, or solicit
employees or contractors from, the Company and certain of its affiliates for
periods of 12 months and 24 months, respectively, following termination of Mr.
Phillips' employment for any reason, as well as an indefinite covenant against
disclosure of Company proprietary information and records.
Except for the Employment Agreement, there is no arrangement or understanding
between Mr. Phillips and any other person pursuant to which he was selected as
an officer of the Company, and there are no family relationships between Mr.
Phillips and any of the Company's directors or executive officers. Mr. Phillips
does not have a direct or indirect material interest in any transaction that
would be required to be disclosed under Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
The foregoing summary of the Employment Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Employment Agreement, a copy which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 13, 2020, the Company issued a press release announcing the
management change described in this report. A copy of such press release is
furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement between the Registrant and Tim Phillips .
99.1 Press Release dated January 13, 2020 .
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