What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 61 added, 39 removed, 157 unchanged (39% of the section changed)

10 unchanged sentences

Based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria), management concluded that our internal control over financial reporting was effective as of December 31, 2022.

On October 19, 2021, we completed the acquisition of Choptank.

On August 22, 2022, we completed the acquisition of TAGG.

We are currently integrating processes, employees, technologies and operations.

As permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”), we excluded Choptank from our assessment of our internal control over financial reporting as of December 31, 2021.

As permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”), we excluded TAGG from our assessment of our internal control over financial reporting as of December 31, 2022.

Management will continue to evaluate our internal controls over financial reporting as we complete our integration.

As of December 31, 2021, Choptank represented 7.8% of total assets and 9.6% of net assets.

For the year ended December 31, 2021, Choptank represented 2.7% of revenues and 0.2% of net income.

As of December 31, 2022, TAGG represented 6.1% of total assets and 6.5% of net assets.

For the year ended December 31, 2022, TAGG represented 1.2% of revenues and 0.3% of net income.

Management believes, however, that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

5 unchanged sentences

In our opinion, Hub Group, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

As indicated in the accompanying Management Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Choptank Transport, LLC (Choptank), which was acquired on October 19, 2021 and is included in the 2021 consolidated financial statements of the Company and constituted 7.8% and 9.6% of total and net assets, respectively, as of December 31, 2021 and 2.7% and 0.2% of revenues and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Choptank.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Hub Group, Inc.

(the “

Company ”

) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

As indicated in the accompanying Management Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of TAGG Logistics, LLC (“TAGG”) , which was acquired on August 22, 2022 and is included in the 2022 consolidated financial statements of the Company and constituted 6.1% and 6.5% of total and net assets, respectively, as of December 31, 2022 and 1.2% and 0.3% of revenues and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of TAGG.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ( “

PCAOB ”

), the consolidated balance sheets of Hub Group, Inc.

as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, stockholders’

20 unchanged sentences

OTHER INFORMATION

On February 22, 2023, David P.

Yeager, Executive Chairman of the Board of Directors, Phillip D.

Yeager, the Company’s President and Chief Executive Officer, other members of the Yeager family and certain trusts established for the benefit of certain members of the Yeager family (the “Yeager Entities”) entered into a stockholders’

agreement (the “DPY Stockholders’

Agreement”).

The DPY Stockholders Agreement requires, among other things, that the Yeager Entities agree to vote all of their Class B Common Stock in accordance with the vote of the holders of a majority of such Class B Common Stock and that the Yeager Entities will hold a meeting prior to the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to determine how the Class B Common Stock will be voted on matters presented at the Annual Meeting.

The forgoing descriptions of the DPY Stockholders’

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached hereto as Exhibit 10.1 to this Annual Report.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

14 unchanged sentences

If we choose to no longer post such Code, we will provide a free copy to any person upon written request to Investor Relations, Hub Group, Inc.

2000 Clearwater Drive, Oak Brook, Illinois 60523.

2001 Hub Group Way, Oak Brook, Illinois 60523.

We intend to provide any required disclosure of an amendment to or waiver from such Code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our internet website located at www.hubgroup.com promptly following any such amendment or waiver.

8 unchanged sentences

in the 2023 Proxy Statement, which information pertaining to the audit committee and its membership and audit committee financial experts under such captions is incorporated herein by reference.

(e) Compliance with Section 16(a) of the Exchange Act.

Information required by this Item 10 regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 by our directors, executive officers and holders of more than ten percent of the Company's equity securities is contained under the caption “Delinquent Section 16(a) Reports”

in the 2023 Proxy Statement, which information is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information required by this Item 11 regarding director and executive officer compensation, the Compensation Committee Report, the risks arising from our compensation policies and practices for employees, pay ratio disclosure, and compensation committee interlocks and insider participation is contained under the captions “Director Compensation”

The information required by this Item 11 regarding executive officer compensation is contained under the captions “Director Compensation”

and “Executive Compensation”

56 unchanged sentences

INDEX TO EXHIBITS

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s quarterly report on Form 10-Q filed July 23, 2007, File No.

By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s report on Form 8-K dated February 18, 2016 and filed February 23, 2016, File No.

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s quarterly report on Form 10-Q filed July 23, 2007)

By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s report on Form 8-K filed February 23, 2016)

Description of Hub Group, Inc.

Class A Common Stock, $.01 par value

Amended and Restated Stockholders’

Agreement (incorporated by reference to Exhibit 10.1 to the Registrants report on Form 10-Q dated and filed July 30, 2014, File No 000-27754)

Class B Common Stock Issuance Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s report on Form 10-Q dated and filed July 30, 2014, File No.

Hub Group’s Nonqualified Deferred Compensation Plan Basic Plan Document as amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.4 to the Registrant’s report on Form 10-K dated February 21, 2008 and filed February 22, 2008, File No.

Hub Group’s Nonqualified Deferred Compensation Plan Adoption Agreement as amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.5 to the Registrant’s report on Form 10-K dated February 21, 2008 and filed February 22, 2008, File No.

Hub Group’s 2002 Long Term Incentive Plan (as amended and restated effective May 7, 2007) (incorporated by reference from Appendix B to the Registrant’s definitive proxy statement on Schedule 14A dated and filed March 26, 2007)

Credit Agreement, dated July 1, 2017, among the Registrant, Hub City Terminals, Inc., the Guarantors, the Lenders and Bank of Montreal (incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K dated July 1, 2017 and filed July 7, 2017, File No.

Form of Terms of Restricted Stock Award under Hub Group, Inc.

2002 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s report on Form 8-K dated May 22, 2006 and filed May 26, 2006, File No.

Hub Group’s 2017 Long Term Incentive Plan (incorporated by reference from Exhibit A to the Registrant’s definitive proxy statement on Schedule 14A dated and filed March 22, 2017)

Class A Common Stock, $.01 par value (filed herewithin)

DPY Stockholders’

Agreement dated February 22, 2023 (filed herewithin)

Common Stock Exchange and Repurchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K filed August 9, 2022)

Credit Agreement, dated February 24, 2022, among the Registrant, the Guarantors, the Lenders and Bank of Montreal (incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K filed March 1, 2022)

Hub Group’s 2022 Long Term Incentive Plan (incorporated by reference from Exhibit A to the Registrant’s definitive proxy statement on Schedule 14A filed April 12, 2022)

Form of Terms of Restricted Stock Award to Directors under Hub Group, Inc.

2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K dated May 10, 2017 and filed May 16, 2017, File No.

2017 and 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s report on Form 8-K filed May 16, 2017)

Form of Terms of Restricted Stock Award to non-directors under Hub Group, Inc.

2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s report on Form 8-K dated May 10, 2017 and filed May 16, 2017, File No.

2017 and 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s report on Form 8-K dated May 10, 2017 and filed May 16, 2017)

Form of Terms of Performance Based Restricted Stock Award under Hub Group, Inc.

2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s report on Form 8-K dated January 2, 2018 and filed January 5, 2018, File No.

2017 and 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s report on Form 8-K filed January 5, 2018)

Subsidiaries of the Registrant

1 unchanged sentence

Powers of Attorney (included as part of the signature pages hereto)

Certification of David P.

Yeager, Chairman and Chief Executive Officer, Pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934

Certification of Phillip D.

Yeager, President, Chief Executive Officer and Director, Pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934 is attached hereto as Exhibit 31.1

Certification of Geoffrey F.

DeMartino, Executive Vice President, Chief Financial Officer and Treasurer, Pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934

Certification of David P.

DeMartino, Executive Vice President, Chief Financial Officer and Treasurer, Pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934 is attached hereto as Exhibit 31.2

Certification of Phillip D.

Yeager and Geoffrey F.

7 unchanged sentences

HUB GROUP, INC.

/s/ D AVID P.

Chairman and Chief Executive Officer

We, the undersigned directors and officers of the registrant, hereby severally constitute David P.

/s/ PHILLIP D.

President and Chief Executive Officer

We, the undersigned directors and officers of the registrant, hereby severally constitute Phillip D.

Yeager and Geoffrey F.

DeMartino, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

DeMartino, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the

capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Chairman and Chief Executive Officer

/s/ Phillip D.

President, Chief Executive Officer (Principal Executive Officer)

February 24, 2023

/s/ Geoffrey F.

Executive Vice President, Chief Financial Officer, and

Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

February 24, 2023

Executive Vice President and Chief Accounting Officer

Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)

February 24, 2023

/s/ Charles R.

Executive Chairman of the Board of Directors

February 24, 2023

/s/ Martin P.

/s/ Phillip D.

February 24, 2023

/s/ Lisa Dykstra

February 24, 2023

/s/ Michael E.

February 24, 2023

/s/ Jenell Ross

February 24, 2023

/s/ Martin P.

February 24, 2023

/s/ Gary Yablon

February 24, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures