SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
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(Amendment
No.
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Definitive
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Definitive
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Soliciting
Material Pursuant to §240.14a-12
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USA
TRUCK, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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USA
TRUCK, INC.
3200
Industrial Park Road
Van
Buren, Arkansas 72956
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
be held on May 5, 2010
To the
Stockholders of USA Truck, Inc.:
Notice is
hereby given that the Annual Meeting of Stockholders (“Annual Meeting”) of USA
Truck, Inc. (the “Company”) will be held at the corporate offices of the Company
at 3200 Industrial Park Road, Van Buren, Arkansas 72956, on Wednesday, May 5,
2010, at 10:00 a.m., local time, for the following purposes:
1. To
elect two (2) Class III directors for a term expiring at the 2013 Annual
Meeting.
2. To
consider and act upon such other business as may properly come before the Annual
Meeting, or any adjournments thereof.
Only
holders of record of the Company’s Common Stock at the close of business on
March 8, 2010, are entitled to notice of and to vote at the Annual Meeting and
any adjournments thereof.
The
Company’s Proxy Statement is submitted herewith. The Annual Report
for the year ended December 31, 2009, is being mailed to stockholders
contemporaneously with the mailing of this Notice and Proxy
Statement.
Important Notice Regarding the
Availability of Proxy Materials for
the
Meeting of Stockholders to Be Held on May 5,
2010
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Pursuant
to rules promulgated by the Securities and Exchange Commission, we have elected
to provide access to our proxy materials both by: (i) sending you this full set
of proxy materials, including a proxy card; and (ii) notifying you of the
availability of our proxy materials on the Internet. This Notice of Meeting, Proxy
Statement, and our Annual Report to Stockholders for the fiscal year ended
December 31, 2009, are available online and may be accessed at
http://www.cfpproxy.com/4887. In accordance with such new
rules, we do not use “cookies” or other software that identifies visitors
accessing these materials on this website. We encourage you to access and
review all of the important information contained in the proxy materials before
voting.
By Order of the Board of
Directors
J. RODNEY MILLS
Secretary
Van
Buren, Arkansas
April 7,
2010
YOUR
VOTE IS IMPORTANT.
TO
ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED TO PROMPTLY
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. YOU
MAY ALSO VOTE ON THE INTERNET BY COMPLETING THE ELECTRONIC VOTING INSTRUCTION
FORM FOUND AT HTTP://WWW.CFPPROXY.COM/4887 OR BY TELEPHONE USING A TOUCH-TONE
TELEPHONE AND CALLING 1-866-776-5717. RETURNING YOUR PROXY NOW WILL NOT
INTERFERE WITH YOUR RIGHT TO ATTEND THE ANNUAL MEETING OR TO VOTE YOUR SHARES
PERSONALLY AT THE ANNUAL MEETING, IF YOU WISH TO DO SO. THE PROMPT RETURN OF
YOUR PROXY MAY SAVE US ADDITIONAL EXPENSES OF SOLICITATION.
USA
TRUCK, INC.
3200
Industrial Park Road
Van
Buren, Arkansas 72956
PROXY
STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To
be held on May 5, 2010
This
Proxy Statement is furnished in connection with the solicitation of proxies by
and on behalf of the Board of Directors of USA Truck, Inc., a Delaware
corporation (the “Company,” “USA Truck,” “we,” “our” or “us”), for use at the
Annual Meeting of Stockholders of the Company to be held at the time and place
and for the purposes set forth in the foregoing notice. The mailing
address of the Company is 3200 Industrial Park Road, Van Buren, Arkansas 72956,
and its telephone number is (479) 471-2500.
The cost
of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, certain officers and employees of the Company, who will
receive no special compensation therefor, may solicit proxies in person or by
telephone, telegraph, facsimile or other means. The Company will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy material to the
beneficial owners of the Common Stock of the Company.
The
approximate date on which this Proxy Statement and the accompanying proxy are
first being mailed to stockholders is April 7, 2010.
REVOCABILITY
OF PROXY
Any
stockholder executing a proxy retains the right to revoke it at any time prior
to exercise at the Annual Meeting. A proxy may be revoked by delivery
of written notice of revocation to J. Rodney Mills, Secretary of the Company, by
execution and delivery to the Company of a later proxy or by voting the shares
in person at the Annual Meeting. If not revoked, all shares
represented at the Annual Meeting by properly executed proxies will be voted as
directed therein. If no direction is given, such shares will be voted
for election of all nominees for director and at the discretion of the person(s)
named as proxy(ies) therein on any other matters that may properly come before
the Annual Meeting or any adjournments thereof.
OUTSTANDING
STOCK AND VOTING RIGHTS
The Board
of Directors has fixed the close of business on March 8, 2010, as the record
date for determining the stockholders having the right to notice of, and to vote
at, the Annual Meeting. As of the record date, 10,505,635 shares of
Common Stock were outstanding and entitled to vote at the
meeting. Each stockholder will be entitled to one vote for each share
of Common Stock owned of record on the record date. The stock
transfer books of the Company will not be closed. Stockholders are
not entitled to cumulative voting with respect to the election of
directors. The holders of a majority of the outstanding shares of
Common Stock entitled to vote, present in person or represented by proxy, are
necessary to constitute a quorum.
REQUIRED
AFFIRMATIVE VOTE AND VOTING PROCEDURES
The
Company’s bylaws provide that the nominees who receive a plurality of the votes
cast by stockholders present or represented by proxy at an Annual Meeting, and
entitled to vote on the election of directors, will be elected as directors of
the Company. Thus, any abstentions or broker non-votes will have no
effect on the election of directors.
If you
are a holder of record of our Common Stock, you may vote your shares either (i)
over the telephone by calling a toll-free number, (ii) by using the Internet, or
(iii) by mailing your proxy card. Owners who hold their shares in
street name will need to obtain a voting instruction form from the institution
that holds their stock and must follow the voting instructions given by that
institution.
The
above-mentioned telephone and Internet-voting procedures have been designed to
authenticate your identity, to allow you to give instructions, and to confirm
that those instructions have been recorded properly. If you choose to
vote by telephone or by using the Internet, please refer to the specific
instructions on the proxy card. The deadline for voting by telephone
or the Internet is 3:00 a.m. Eastern Time on Wednesday, May 5,
2010. If you wish to vote using the proxy card, complete, sign and
date your proxy card and return it to us before the meeting.
1
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table sets forth certain information with respect to each of our
current directors (including the two nominees for election at the Annual
Meeting), each current executive officer named in the Summary Compensation Table
and all current directors and executive officers as a group, including the
beneficial ownership of our Common Stock as of March 8, 2010 for each individual
and the group. The table also lists the name, address and share
ownership information for all stockholders known to us to own, directly or
indirectly, more than 5% of the outstanding shares of Common Stock, our only
class of voting securities, as of March 8, 2010. Each person named in
the table, unless otherwise indicated, has sole voting and investment power with
respect to the shares indicated as being beneficially owned by him or
it.
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Common
Stock
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Beneficially
Owned
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Director
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Number
of
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Percent
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Name
and (if applicable) Address
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Age
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Since
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Shares*
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of
Class
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Directors
and Nominees for Director:
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Robert
M.
Powell**
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75
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1983
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1,128,900
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(1)
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10.7%
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3200
Industrial Park Road, Van Buren, Arkansas 72956
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James
B.
Speed**
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76
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1989
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1,147,688
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(2)
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10.9%
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3200
Industrial Park Road, Van Buren, Arkansas 72956
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Clifton
R.
Beckham
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38
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2007
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62,318
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(3)
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(4)
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Joe
D.
Powers
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69
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2000
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10,000
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(5)
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(4)
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Terry
A.
Elliott
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64
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2003
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9,250
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(6)
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(4)
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William
H.
Hanna
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49
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2005
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34,800
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(7)
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(4)
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Richard
B.
Beauchamp
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57
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2006
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5,000
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(8)
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(4)
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Named
Executive Officers (Excluding Persons Named Above):
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Garry
R.
Lewis
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64
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--
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81,127
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(9)
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(4)
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Darron
R.
Ming
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35
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--
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30,615
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(10)
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(4)
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M.
Eric
Brown
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43
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--
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42,176
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(11)
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(4)
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All
Directors and Executive Officers as a Group (13 Persons)
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2,648,766
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(12)
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25.2%
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Beneficial
Owners of More Than 5% of Outstanding Common Stock (Excluding Persons
Named Above):
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T.
Rowe Price Associates,
Inc.
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1,010,500
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(13)
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9.6%
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100
E. Pratt Street, Baltimore, Maryland 21202
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Donald
Smith & Co.,
Inc.
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938,991
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(14)
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8.9%
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152
West 57th
Street, New York, New York 10019
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Dimensional
Fund Advisors
LP
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851,382
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(15)
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8.1%
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Palisades
West, Building One, 6300 Bee Cave Road, Austin, Texas
78746
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*
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All
fractional shares (which were acquired through participation in our
Employee Stock Purchase Plan) have been rounded down to the nearest whole
share.
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** Current
nominees for re-election as a director.
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(1)
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The
amount shown includes 12,500 shares of Common Stock held by Mr. Powell’s
wife (of which Mr. Powell disclaims beneficial ownership). Mr.
Powell has sole voting and dispositive power with respect to 1,116,400
shares and shared voting and dispositive power with respect to no
shares. Mr. Powell has no shares under options that are
presently exercisable or that are exercisable within 60 days following
March 8, 2010.
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2
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(2)
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The
amount shown includes (a) 164,642 shares of Common Stock held by Mr.
Speed’s wife (of which Mr. Speed disclaims beneficial ownership), (b)
12,454 shares of Common Stock held in a trust for the benefit of Mr.
Speed’s dependent child (of which Mr. Speed disclaims beneficial
ownership). Mr. Speed has sole voting and dispositive power
with respect to 970,592 shares and shared voting and dispositive power
with respect to no shares. Mr. Speed has no shares under
options that are presently exercisable or that are exercisable within 60
days following March 8, 2010.
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(3)
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The
amount shown includes 3,200 shares of Common Stock Mr. Beckham has the
right to acquire pursuant to options presently exercisable or exercisable
within 60 days following March 8,
2010.
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(4)
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The
amount represents less than 1% of the outstanding shares of Common
Stock.
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(5)
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Mr.
Powers has no shares under options that are presently exercisable or that
are exercisable within 60 days following March 8,
2010.
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(6)
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Mr.
Elliott has no shares under options that are presently exercisable or that
are exercisable within 60 days following March 8,
2010.
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(7)
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Mr.
Hanna has shared voting and dispositive power with respect to 33,300
shares that he beneficially owns. Of those 33,300 shares (a)
12,300 shares are held of record by Hanna Family Investments LP and (b)
21,000 shares are held of record by Hanna Oil and Gas
Company. Mr. Hanna owns of record 1,500 shares. Mr.
Hanna has no shares under options that are presently exercisable or that
are exercisable within 60 days following March 8,
2010.
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(8)
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The
amount shown includes 3,000 shares of Common Stock Mr. Beauchamp has the
right to acquire pursuant to options presently exercisable or exercisable
within 60 days following March 8,
2010.
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(9)
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The
amount shown includes 7,200 shares of Common Stock Mr. Lewis has the right
to acquire pursuant to options presently exercisable or exercisable within
60 days following March 8, 2010.
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(10)
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The
amount shown includes 2,400 shares of Common Stock Mr. Ming has the right
to acquire pursuant to options presently exercisable or exercisable within
60 days following March 8, 2010.
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(11)
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The
amount shown includes 8,300 shares of Common Stock Mr. Brown has the right
to acquire pursuant to options presently exercisable or exercisable within
60 days following March 8, 2010.
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(12)
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The
other executive officers are Michael R. Weindel, Jr., J. Rodney Mills, and
Craig S. Shelly. Mr. Weindel beneficially owns 43,887
shares of Common Stock (including 8,300 shares of Common Stock Mr. Weindel
has the right to acquire pursuant to options presently exercisable or
exercisable within 60 days following March 8,
2010). Mr. Mills beneficially owns 25,195 shares of Common
Stock (including 1,800 shares of Common Stock Mr. Mills has the right to
acquire pursuant to options presently exercisable or exercisable within 60
days following March 8, 2010). Mr. Shelly beneficially
owns 27,810 shares of Common Stock (including 1,500 shares of Common Stock
Mr. Shelly has the right to acquire pursuant to options presently
exercisable or exercisable within 60 days following March 8,
2010).
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(13)
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This
information is based solely on a report on Schedule 13G filed with the SEC
on February 12, 2010, which indicates that T. Rowe Price Associates, Inc.,
an investment advisor, has sole voting power with respect to 2,400 shares,
shared voting power with respect to no shares, sole dispositive power with
respect to all 1,010,500 shares indicated as being beneficially owned by
it and shared dispositive power with respect to no shares.
Information is as of December 31,
2009.
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(14)
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This
information is based solely on a report on Schedule 13G filed with the SEC
on February 12, 2010, which indicates that Donald Smith & Co., Inc.,
an investment advisor, has sole voting power with respect to 684,129
shares, shared voting power with respect to no shares, sole dispositive
power with respect to all 938,991 shares indicated as being beneficially
owned by it and shared dispositive power with respect to no shares.
Information is as of December 31,
2009.
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(15)
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This
information is based solely on a report on Schedule 13G filed with the SEC
on February 10, 2010, which indicates that Dimensional Fund Advisors LP,
an investment advisor, has sole voting power with respect to 835,015
shares, shared voting power with respect to no shares, sole dispositive
power with respect to all 851,382 shares as being beneficially owned by it
and shared dispositive power with respect to no shares. Information
is as of December 31, 2009.
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3
ELECTION OF DIRECTORS
Our
Restated and Amended Certificate of Incorporation provides that there shall be
eight directors, subject to increases or decreases in such number by vote of the
Board of Directors in accordance with the bylaws, classified into three classes,
and that members of the three classes shall be elected to staggered terms of
three years each. In accordance with the bylaws, the number of
directors constituting the entire Board has been decreased to
seven. The Board presently consists of seven persons.
The current term of office of the two Class III directors will expire at the
2010 Annual Meeting and those directors have been nominated for re-election at
the meeting for a term expiring at the 2013 Annual
Meeting:
Class
III
Term
Expiring 2013
Robert M.
Powell
James B.
Speed
Proxies
may not be voted at the 2010 Annual Meeting for more than two nominees for
election as directors. Each of the nominees has consented to serve if
elected and, if elected, will serve until the 2013 Annual Meeting and until his
successor is duly elected and qualified.
Class I
and Class II directors are currently serving terms expiring in 2011 and 2012,
respectively. The Class I directors are Joe D. Powers and William H.
Hanna. Class II directors are Clifton R. Beckham, Terry A. Elliott
and Richard B. Beauchamp.
All duly submitted and unrevoked proxies will be voted FOR the nominees listed
above, unless otherwise instructed. It is expected that the nominees
will be available for election, but if for any unforeseen reason any nominee
should decline or be unavailable for election, the persons designated as proxies
will have full discretionary authority to vote for another person designated by
the Nominating Committee.
Vote
Required for Approval
Assuming
the presence of a quorum at the Annual Meeting, the nominees who receive a
plurality of the votes cast by stockholders present or represented by proxy at
the Annual Meeting, and entitled to vote on the election of directors, will be
elected as directors. The Board recommends that the stockholders vote
FOR the election of the two nominees named above.
Board
Leadership Structure
We separate the roles of CEO and Chairman of the Board in recognition of the
differences between the two roles. The CEO is responsible for setting the
strategic direction for the Company and the day-to-day leadership and
performance of the Company, while the Chairman of the Board provides guidance to
the CEO and participates in setting the agenda for Board meetings and presides
over meetings of the full Board. Although we have no plans to combine
the roles in the future, we may do so from time to time.
Risk
Oversight
Our Board of Directors oversees an enterprise-wide approach to risk management,
designed to support the achievement of organizational objectives, including
strategic objectives, to improve long-term operational performance and enhance
stockholder value. A fundamental part of risk management is not only
understanding the risks a company faces and what steps management is taking to
manage those risks, but also understanding what level of risk is appropriate for
the Company. The involvement of the full Board of Directors in
evaluating the Company’s business strategy is a key part of its assessment of
management’s appetite for risk and also a determining factor of what constitutes
an appropriate level of risk for the Company. The full Board of
Directors participates in this annual assessment as we believe that risk
oversight is most effective when the full knowledge, experience, and skills of
all directors are brought to bear on the complex subject of risk
management.
In
this process, risk is assessed throughout the business, focusing on three
primary areas of risk: financial risk, legal and compliance risk, and
operational and strategic risk. Within those three primary areas of
risk, our Board of Directors, with the input of management, has identified
specific areas of risk that are pertinent to our business. Our Board
of Directors regularly receives reports and has discussions with management with
respect to such areas. The Board of Directors routinely makes
assignments to certain members of management to provide reports and to answer to
the Board of Directors with respect to such areas. Furthermore, our
Board of Directors continually engages in discussions at the Board level and
with management in an attempt to identify currently unknown risks.
4
While
the full Board of Directors has the ultimate oversight responsibility for the
risk management process, various committees of the Board also have
responsibility for risk management. For example, the Audit Committee
assesses internal controls over financial reporting and, in connection
therewith, receives an annual risk assessment report from the Company’s internal
auditors. Additionally, in setting compensation, the Executive
Compensation Committee strives to create incentives that encourage a level of
risk-taking behavior consistent with the Company’s overall business
strategy.
ADDITIONAL
INFORMATION REGARDING THE BOARD OF DIRECTORS
Biographical
Information
Robert M.
Powell. Mr. Powell has served as Chairman of the Board since
2000, Chief Executive Officer of the Company from 1988 until he retired from
that position in January 2007, and as a director since 1983. He
served as President from 1988 to 2002. Prior to his employment by us,
Mr. Powell was employed for 28 years by ABF Freight System, Inc., a national
trucking company and a subsidiary of Arkansas Best Corporation. We
believe Mr. Powell's qualifications to serve on our Board of Directors include
his extensive knowledge of the trucking industry, including our operations in
particular.
James B.
Speed. Mr. Speed has served as a director of the Company since
1989. Mr. Speed served as Chairman of the Board from 1989 until he
retired from that position in 2000. Prior to his employment by us,
Mr. Speed was employed for more than 20 years by ABF Freight System, Inc., a
national trucking company and a subsidiary of Arkansas Best
Corporation. We believe Mr. Speed’s qualifications to serve on our
Board of Directors also include his extensive knowledge of the trucking
industry, including our operations in particular.
Clifton R.
Beckham. Mr. Beckham has served as President, Chief Executive
Officer and director since August 9, 2007. He served as Senior
Vice President, Finance from November 2003 to August 9, 2007 and Chief Financial
Officer from 2002 to August 10, 2007. He served as Secretary from
2001 to 2005, as Vice President, Finance from 2002 to 2003, as Treasurer from
2001 to 2002, as Controller from 1999 to 2001 and as Chief Accountant from 1996
to 1999. Mr. Beckham, a Certified Public Accountant (inactive), began
his professional career when he began working for us in 1994. We
believe Mr. Beckham’s qualifications to serve on our Board of Directors include
his role as Chief Executive Officer, which allows the Board of Directors to
interface directly with management, and his varied service to the Company in
many roles since he began working for us.
Joe D. Powers. Mr.
Powers has served as a director of the Company since 2000. He is a
retired Chairman and CEO of Merchants National Bank of Fort Smith, Arkansas, and
served as Chairman of the Advisory Board of Regions Bank of Fort Smith, Arkansas
from 2000 to 2005. He served as Chairman and Chief Executive Officer
of a state or a national bank for in excess of 20 years, primarily responsible
for accounting, marketing, operations, personnel performance, investments, loan
quality, deposit profitability and growth, executive compensation, salary
administration and commercial lending practices, all of which we believe allows
him to provide broad business and general economic insights to the other members
of the Board of Directors and qualifies him to serve as a member of the Board of
Directors.
Terry A.
Elliott. Mr. Elliott has served as a director of the Company
since 2003. Mr. Elliott has chaired the Company’s Audit Committee
since 2003 and has been designated the Company’s audit committee financial
expert within the meaning of Item 407(d)(5) of Regulation S-K. He
served as Chief Financial Officer of Safe Foods Corporation, a food safety
company in North Little Rock, Arkansas, from July 2000 to August 2009 and served
as a director of Safe Foods from 2000 to 2003. Mr. Elliott also was a
director of Superior Financial Corporation (the holding company for Superior
Federal Bank, F.S.B.) and a member of its Audit Committee from
February 2003 until Superior was sold to Arvest Holdings, Inc. in
August 2003. From 1996 to 2000, Mr. Elliott served as the Chief
Financial Officer for two unrelated private start-up businesses. Mr.
Elliott is a Certified Public Accountant with over 31 years experience in the
areas of accounting, auditing, administration, data processing and corporate
development. Mr. Elliott has also been active in a number of
community and civic organizations. We believe Mr. Elliott’s
qualifications to serve on our Board of Directors include his extensive
financial experience and his past service on another company’s Audit
Committee.
William H.
Hanna. Mr. Hanna has served as a director of the Company since
2005. Mr. Hanna has been President of Hanna Oil and Gas Company since
January 1999. He has worked in the oil and gas industry since
1983. Mr. Hanna is also a director of First National Bank of
Fort Smith, Arkansas and is a member of their Audit and Loan Review
Committees. Mr. Hanna brings to the Board of Directors demonstrated
management ability at senior levels. His position as President of Hanna Oil and
Gas Company gives Mr. Hanna critical insights into the operational requirements
of a company our size, which we believe qualifies him to serve as a member of
our Board of Directors.
5
Richard B.
Beauchamp. Mr. Beauchamp has served as a director of the
Company since 2006. Mr. Beauchamp is a Certified Public
Accountant and has been a General Partner of Norris Taylor & Company, a
Certified Public Accounting firm in Fort Smith, Arkansas, since
1980. He has worked in the accounting profession since
1975. Mr. Beauchamp is also a director of Weldon, Williams &
Lick, Inc., a specialty printing company, the University of Arkansas Fort Smith
Foundation and he serves on the boards of several community and civic
organizations. We believe Mr. Beauchamp’s qualifications to serve as
a member of our Board of Directors includes his experience as a Certified Public
Accountant and years of experience with financial matters.
There is
no family relationship between any director or executive officer and any other
director or executive officer of the Company.
Board
Meetings, Director Independence and Committees
Meetings
In 2009,
the Board of Directors held six meetings. During 2009, the Board had a standing
Executive Compensation Committee, Audit Committee, Nominating Committee and
Nonemployee Director Stock Option Committee. Each current member of
the Board attended at least 75% of the aggregate of all meetings of the Board
and of all committees on which he served. We encourage the members of
our Board of Directors to attend our Annual Meetings of
Stockholders. All seven of our then-current directors attended the
2009 Annual Meeting of Stockholders.
Director
Independence
In determining the independence of its directors, the Board relies on the
standards set forth in Rule 4200(a)(15) of The NASDAQ Stock Market’s listing
standards. To be considered independent under that
standard, an outside director may not have a direct or indirect material
relationship with the Company. A material relationship is one which
impairs or inhibits, or has the potential to impair or inhibit, a director’s
exercise of critical and disinterested judgment on behalf of the Company and its
stockholders. In determining whether a material relationship exists,
the Board considers, among other things, whether a director is a current or
former employee of the Company. Annually, our General Counsel reviews
the Board’s approach to determining director independence and recommends changes
as appropriate.
Consistent with these considerations, the Board has determined that all of the
directors, with the exception of Robert M. Powell, Clifton R. Beckham and James
B. Speed are independent directors. Messrs. Powell and Beckham are
current employees of the Company and Mr. Speed was formerly Chairman of the
Board of the Company. The independent directors met in executive
session, without management directors or other representatives of management
present, in connection with each quarterly meeting of the Board.
Committees
Executive Compensation
Committee. The purpose of the Executive Compensation Committee is
to recommend to the Board matters pertaining to compensation of our executive
officers and contributions to our 401(k) Investment Plan. The
Executive Compensation Committee is also responsible for administering the
grants of options and other awards to executive officers and other employees
under the 2004 Equity Incentive Plan. Our Executive Compensation
Committee’s extensive process for making executive compensation decisions is
explained in more detail below. See “Executive Compensation –
Compensation Discussion and Analysis – Procedures.”
The charter for the Executive Compensation Committee, adopted effective January
23, 2008, sets forth the purpose and responsibilities of the Executive
Compensation Committee in greater detail. A copy of the Executive Compensation
Committee’s charter is available at our Internet address http://www.usa-truck.com
under the “Corporate Governance” tab of the “Investors”
menu.
The
Executive Compensation Committee met three times during 2009. The
Executive Compensation Committee is, and was throughout 2009, comprised of Joe
D. Powers (Chairman), Richard B. Beauchamp and William H. Hanna, each of whom is
an independent director.
Audit Committee. The Audit
Committee has primary responsibility for assisting and directing the Board in
fulfilling its oversight responsibilities with respect to our auditing,
accounting and financial reporting processes. The Audit Committee’s
primary responsibilities include:
6
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Monitoring
our financial reporting processes and systems of internal controls
regarding finance and accounting;
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Monitoring
the independence and performance of our independent registered public
accounting firm, and managing the relationship between us and our
independent registered public accounting firm;
and
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Providing
an avenue of communication among the Board, the independent registered
public accounting firm and our
management.
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The Audit
Committee has exclusive power to engage, terminate and set the compensation of
our independent registered public accounting firm. The Audit
Committee also evaluates and makes recommendations to the full Board with
respect to all related-party transactions and other transactions representing
actual or potential conflicts of interest, and reviews all such transactions at
least annually. The Board has adopted a written charter for the Audit
Committee, which sets forth the purpose and responsibilities of the Audit
Committee in greater detail. A copy of the Audit Committee’s charter
as amended effective October 17, 2007, is available at our Internet address
http://www.usa-truck.com
under the “Corporate Governance” tab of the “Investors” menu.
The Audit
Committee met ten times during 2009. The Audit Committee is comprised
of Terry A. Elliott (Chairman), Joe D. Powers and Richard B.
Beauchamp. The Board has determined that Terry A. Elliott is an audit
committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K
and meets the independence and financial sophistication requirements set forth
in Rule 4350(d)(2)(A) of The NASDAQ Stock Market’s listing
standards.
All of the members of the Audit Committee are independent as defined by Rule
4200(a)(15) of The NASDAQ Stock Market’s listing standards and meet the
independence and other requirements set forth for audit committee members in
Rule 4350(d)(2)(A) of those listing standards. See “Report of Audit
Committee.”
Nominating Committee. The
Nominating Committee is composed of all Board members. The Board met
one time in 2009 in its capacity as the Nominating Committee to elect nominees
for reelection as directors at the 2009 Annual Meeting. In accordance
with the Nominating Committee’s charter, in order to be considered a Nominating
Committee nominee, a person’s (including an incumbent director’s) nomination
must be approved by both the vote of a majority of a quorum of the full
Nominating Committee and the vote of a majority of the directors then serving on
the Nominating Committee who are independent directors as defined in Rule
4200(a)(15) of The NASDAQ Stock Market’s listing standards. The vote
of such independent directors must be taken by unanimous written consent or at a
meeting in executive session, without the presence of the other members of the
Nominating Committee.
The
Nominating Committee’s policy with regard to considering director candidates
recommended by stockholders is set forth in detail in the Nominating Committee
charter. Under the Nominating Committee charter and our bylaws, any
stockholder of the Company who is the record or beneficial owner of at least 1%
or $1,000 in market value of the shares of stock entitled to be voted at our
next annual meeting, and who has held such shares for at least one year, may
recommend to the Nominating Committee for consideration as a director nominee
any person who meets certain minimum qualifications, which are described below
and which are listed in the Nominating Committee
charter. Stockholders must submit such recommendations in the manner
and by the dates specified for stockholder nominations in our
bylaws. The Nominating Committee will evaluate any stockholder
recommendations pursuant to the same procedures that it follows in connection
with consideration of recommendations received from any other
source.
Whenever
a determination has been made that it is necessary to nominate one or more
persons, in addition to incumbent directors, the Nominating Committee will have
primary authority for identifying persons who meet certain minimum
qualifications and who otherwise have the experience and abilities necessary to
serve as effective members of the Board. The Nominating Committee may
delegate this identification function to one or more of its
members. In performing this function, the Nominating Committee may
rely on such resources as it deems appropriate, including without limitation,
recommendations from our management, from our incumbent directors, from third
parties or from stockholders. In addition, the Nominating Committee
may, at our expense, engage the services of professional search firms or other
consultants or advisers and may pay them such fees as the Nominating Committee
shall determine to be reasonable and appropriate.
Each
nominee must be at least twenty-one years of age at the time of his or her
election as a director and must meet such other minimum qualifications as may be
set forth from time to time in our bylaws. In addition to such
minimum requirements, each nominee must, unless waived by the Nominating
Committee and by the independent directors serving on the Nominating Committee,
have a bachelor’s degree from an accredited U.S. college or university, or a
corresponding degree from a foreign educational institution, have at least ten
years of experience in a business or profession (which need not be the truckload
or other transportation industry) that, in the opinion of the Nominating
Committee, provides the proposed nominee with such experience as will enable him
or her to serve as an effective member of the Board, and have no relationship
with us or other circumstances that would be likely to create a conflict of
interest or otherwise interfere with the exercise by such person of impartial
judgment in his or her capacity as a director. Finally, in
identifying and selecting persons for consideration as nominees, the Nominating
Committee will consider the rules and regulations of the Securities and Exchange
Commission and The NASDAQ Stock Market (or such other stock exchange or stock
market on which our securities may be listed or traded from time to time)
regarding the composition of the Board and the qualifications of its
members.
7
The
Nominating Committee may take such actions as it deems appropriate to evaluate
whether each person who has been recommended or proposed for approval as a
nominee meets the minimum qualifications, as described above, and set forth in
the Nominating Committee charter, and otherwise has the experience and abilities
necessary to be an effective member of the Board. These procedures
may include at least one personal interview of the candidate by the Nominating
Committee, discussions with qualified representatives of companies or firms by
which the candidate is or has previously been employed or on whose boards of
directors the candidate is serving or has previously served, or with such other
persons as the Nominating Committee deems appropriate to rely upon as references
for the candidate, and completion of a questionnaire regarding the candidate’s
prior employment and service on boards of directors, criminal convictions or
sanctions and other matters deemed appropriate by the Nominating
Committee.
It is
generally the policy of the Nominating Committee to consider stockholder
recommendations of proposed director nominees if such recommendations are
serious and timely received. To be timely, recommendations must be
received in writing at our principal executive offices, 3200 Industrial Park
Road, Van Buren, Arkansas 72956, no later than 120 days prior to the date of our
proxy statement released to stockholders in connection with the previous year’s
annual meeting. For the 2011 annual meeting, the deadline for
receiving stockholder recommendations of proposed director nominees will be
December 8, 2010. In addition, any stockholder director nominee
recommendation must include the following information:
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the
proposed nominee’s name, age, business address and residence
address;
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the
proposed nominee’s principal occupation or employment and business
experience;
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the
proposed nominee’s educational
background;
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the
class and number of shares of stock of the Company owned by the proposed
nominee;
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such
other information as is required to be disclosed in solicitations of
proxies with respect to nominees for election as directors pursuant to
Regulation 14A under the Securities Exchange Act of
1934;
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the
nominating stockholder’s name and address, as they appear on the Company’s
books; and,
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the
class and number of shares of stock of the Company beneficially owned by
the nominating stockholder and the date or dates of acquisition
thereof.
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Criteria and
Diversity
In
considering whether to recommend any candidate for inclusion in the Board’s
slate of recommended director nominees, including candidates recommended by
stockholders, the Nominating Committee will apply criteria to include the
candidate’s integrity, business acumen, age, experience, commitment, diligence,
conflicts of interest and the ability to act in the interests of all
stockholders. The value of diversity on the Board will be considered by the
Nominating Committee in the director identification and nomination process. The
Committee seeks
nominees with a broad
diversity of experience, professions, skills, geographic representation and
backgrounds. The Committee does not assign specific weights to particular
criteria and no particular criterion is necessarily applicable to all
prospective nominees. The Company believes that the backgrounds and
qualifications of the directors, considered as a group, should provide a
significant composite mix of experience, knowledge and abilities that will allow
the Board to fulfill its responsibilities. We assess the
effectiveness of our policies and practices on Board diversity in connection
with assessing the effectiveness of our Board of Directors as a
whole. Nominees are not discriminated against on the basis of race,
religion, national origin, sexual orientation, disability or any other basis
proscribed by law.
In order
to be considered by the Board, any candidate proposed by one or more
stockholders will be required to submit appropriate biographical and other
information equivalent to that required of all other director
candidates.
8
The
Nominating Committee charter is available at our Internet address http://www.usa-truck.com
under the “Corporate Governance” tab of the “Investors” menu.
Nonemployee Directors
Stock Option Committee. The Nonemployee Directors Stock Option
Committee, which did not meet in 2009, is currently composed of Robert M. Powell
(Chairman) and Clifton R. Beckham.
The Nonemployee Directors Stock Option Committee is responsible for
administering the grants of stock options and other awards to nonemployee
directors under the 2004 Equity Incentive Plan.
EXECUTIVE OFFICERS
Our
executive officers are Robert M. Powell, Clifton R. Beckham, Garry R. Lewis, M.
Eric Brown, Michael R. Weindel, Jr., J. Rodney Mills, Darron R. Ming and Craig
S. Shelly. Biographical information for Mr. Powell and Mr. Beckham is
set forth under the heading “Additional Information Regarding the Board of
Directors – Biographical Information” above.
Garry R.
Lewis. Mr. Lewis, 64, has served as Executive Vice President
and Chief Operating Officer since January 2008. He served as Senior
Vice President, Operations from November 2003 to January 2008. He
served as Vice President, Operations from 2002 to 2003 and as Director of
Operations from 1986 to 2002. Prior to his employment by us, Mr.
Lewis was employed by ABF Freight System, Inc. and its various subsidiaries for
13 years.
M. Eric Brown. Mr. Brown, 43, has served as
Senior Vice President, Operations since January 2008. He served as
Vice President, Maintenance from November 2003 to January 2008. He
served as Director, Maintenance from January 2003 to November
2003. During 2002, he worked for Wal-Mart Stores, Inc. as a Regional
Maintenance Manager in its private trucking fleet. Prior to working
at Wal-Mart, he worked for us from 1992 through 2001 in a variety of positions
in the Maintenance, Operations and Risk Management
departments.
J. Rodney
Mills. Mr. Mills, 45, has served as Vice President, Safety and
General Counsel since October 2006, Corporate Counsel from June 2004 to October
2006 and was elected Secretary in May 2005. Prior to employment with
us, Mr. Mills was a partner in a Fort Smith, Arkansas law firm, Hardin, Jesson,
and Terry, PLLC, where he had provided legal representation to us since
1990.
Darron R.
Ming. Mr. Ming, 35, has served as Vice President, Finance
since 2005 and Chief Financial Officer since August 2007. He served
as Controller from 2001 to July 2007 and Treasurer from July 2007 to July
2009. He joined the Company in 2000 as Accounting Manager.
Prior to joining the Company, Mr. Ming was employed at the Sparks Medical
Foundation as Accounting Manager. Mr. Ming is a Certified Public
Accountant.
Craig S.
Shelly. Mr. Shelly, 34, has served as Vice President,
Corporate Strategy since August 2007. He served as Treasurer from 2002 to
July 2007. He joined the Company in 2000 as Assistant Treasurer.
Prior to joining the Company, Mr. Shelly was employed at Edward D. Jones &
Co. as a licensed securities broker. Mr. Shelly is a Certified Public
Accountant and a Certified Treasury Professional.
Michael R. Weindel, Jr. Mr. Weindel,
41, has served as Vice President, People since May 2008. He served as
Vice President, Human Resources, Recruiting and Training from January 2005 to
May 2008. He served as Director, Human Resources, Recruiting and
Training from 2003 to 2005, as Director of Purchasing from 2002 to 2003 and as
Director of Human Resources from 1997 to 2002. Mr. Weindel has worked
for us since 1991.
All of our executive officers are elected annually by the Board for such term as
may be prescribed by the Board and until such person’s successor shall have been
elected and shall qualify, or until such person’s death, resignation, or removal
in the manner provided under our bylaws.
9
EXECUTIVE
COMPENSATION
Compensation Discussion and
Analysis
Overview
Our Executive Compensation Committee has responsibility for decisions regarding
the compensation of our executive management team, and for ensuring that those
decisions are consistent with our compensation philosophy and
objectives. This Compensation Discussion and Analysis explains our
compensation policies and practices relating to the compensation of the officers
listed in the Summary Compensation Table, below, who are sometimes collectively
referred to as the “Named Executive Officers.” The Named Executive
Officers include our Chief Executive Officer (“CEO”), our Chief Financial
Officer and our three other most highly-compensated executive officers who were
serving at December 31, 2009.
Philosophy
and Objectives
The
objectives of our executive compensation program are to (i) align compensation
with our business objectives and the interests of our stockholders, (ii)
encourage and reward high levels of performance, (iii) recognize and reward the
achievement of corporate goals, and (iv) attract and retain executive officers
who contribute to our long-term success. We incorporate compensation
components designed to achieve those objectives in the short term and the long
term. A substantial portion of the cash compensation component is in
the form of a performance-based annual incentive, which keeps management focused
on near-term results. The equity compensation component, which
contains vesting requirements, is designed to align our management compensation
with longer-term increases in stockholder value. Consistent with our
culture of cost control and high level of performance, the Executive
Compensation Committee historically has attempted to keep base salaries
relatively low and weight overall compensation toward incentive cash and
equity-based compensation. This balance between salaries and
performance-based cash and equity awards reflects our commitment to placing a
meaningful portion of our executive officers’ compensation at risk by linking it
to achievement of specified performance goals and appreciation in the market
price of our Common Stock. While annual cash incentives play an
important role in the Company’s executive compensation program, overweighting
this form of compensation can encourage strategies and risks that may not
correlate with the long-term best interests of the Company. The
Executive Compensation Committee strives to mitigate potential risk relating to
the short-term nature of our annual incentive plan through a mix of financial
metrics, which provide checks and balances, as well as through the caps on cash
awards built into the plan design. We emphasize share-based
compensation to promote long-term ownership, long-term stockholder perspective
and responsible practices, encouraging significant and sustainable performance
over the longer term. The Executive Compensation Committee believes
that our compensation plans and practices will reward executive officers for
their contributions to our success and provide incentives to them to continue
performing services for us to the best of their abilities.
In making
decisions regarding an executive’s total compensation, the Executive
Compensation Committee considers whether the total compensation is (i) fair and
reasonable to us, (ii) internally appropriate based upon our culture and
the compensation of our other employees, and (iii) within a reasonable range of
the compensation afforded by other opportunities. The Executive
Compensation Committee also bases its decisions regarding compensation upon its
assessment of the executive’s leadership, integrity, individual performance,
years of experience, skill set, level of commitment and responsibility required
in the position, contributions to our financial success, the creation of
stockholder value, and current and past compensation. In determining
the mix of compensation elements, the Executive Compensation Committee considers
the effect of each element in relation to total compensation. The
Executive Compensation Committee specifically considers whether each particular
element provides an appropriate incentive and reward for performance that
sustains and enhances long-term stockholder value. In determining
whether to increase or decrease an element of compensation, we rely upon the
business experience of the members of the Executive Compensation Committee, the
Executive Compensation Committee’s general understanding of compensation levels
at public companies, and the historical compensation levels of the executive
officers, and, with respect to executives other than the CEO, we consider the
recommendations of the CEO. We generally do not rely on rigid
formulas (other than performance measures under our annual cash bonus program)
or short-term changes in business performance when setting
compensation.
Procedures
In making
decisions regarding the compensation of our executive officers, the Executive
Compensation Committee utilizes an extensive process for evaluating the
performance of the Company and individual executive officers in making
compensation decisions. The key elements of that process are as
follows:
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The
Committee receives and reviews a report from our President and CEO
containing:
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A
summary and analysis of publicly available data regarding all elements of
compensation paid by the following publicly held trucking companies whose
size or operations are similar to ours: Celadon Group, Inc., Covenant
Transportation Group, Inc., Heartland Express, Inc., Marten Transport,
Ltd. and P.A.M. Transportation Services,
Inc.
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A
comparison of our financial performance in measures such as revenue and
earnings per share growth, cost of capital, return on capital, economic
value added, returns on equity and assets, share price growth and market
capitalization growth compared with the financial performance of the
following well established, publicly held trucking companies of various
sizes: Celadon Group, Inc., Covenant Transportation Group, Inc., Heartland
Express, Inc., Marten Transport, Ltd. and P.A.M. Transportation Services,
Inc.
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A
comparison, based on several measures, of our operating performance to the
operating performance of the following publicly held trucking companies:
Celadon Group, Inc., Covenant Transportation Group, Inc., Heartland
Express, Inc., Marten Transport, Ltd. and P.A.M. Transportation Services,
Inc.
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An
internal pay equity analysis comparing the base salaries and potential
cash incentive compensation available to various levels of our management,
including our President and CEO.
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An
evaluation by our President and CEO of the performance of the executive
management team and each executive officer, other than the President and
CEO, on the basis of specific performance indicators, as described in more
detail below.
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Our
President and CEO presents to the Executive Compensation Committee a
summary, in tabular format, of all elements of compensation paid to all
executive officers, other than the President and CEO, as well as the most
recent changes in cash compensation, together with the President and CEO’s
recommendations for adjustments to each element of compensation, based on
the information and analysis described above and such subjective factors
as the President and CEO may deem appropriate or on which the Committee
may request information.
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Our
President and CEO presents to the Executive Compensation Committee a
summary, in tabular format, of all elements of the President and CEO’s
compensation, as well as the most recent changes in cash compensation,
without any recommendations for
adjustment.
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Based
on these reports, analyses and recommendations, and such other factors as
the Executive Compensation Committee may deem appropriate in particular
circumstances, including subjective factors and the competitiveness of the
labor market in which we compete for executive talent, the Committee makes
its determinations regarding any adjustments to the compensation of the
President and CEO and our other executive officers. The
President and CEO will typically be present for the Committee’s
deliberations regarding other executive officers in order to answer
questions and assist in the Committee’s review of the data presented, but
is not present for the Committee’s deliberations regarding his own
compensation. The Committee will establish a maximum increase
in the salary of each executive officer, and the President and CEO will
then determine the specific adjustment to be made to the salary of each
executive officer other than
himself.
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The
determinations of the Executive Compensation Committee are communicated to
the full Board of Directors.
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In its
consideration of the relative compensation levels (including the percentage
allocated to long-term equity incentives) of corporate executives in other
publicly traded trucking companies, the Committee does not engage in any formal
benchmarking, that is, it does not attempt to set the compensation of our
executives at a level having any pre-determined relationship to compensation
paid by members of this group of peer companies. Whether actual
compensation is above or below compensation paid by other companies to officers
in comparable positions will depend on the achievement of performance
objectives, the amount available for distribution as cash awards under our
Executive Profit-Sharing Incentive Plan and the market value of shares of our
Common Stock issued in connection with equity awards, all of which, we believe,
are directly related to our performance.
During
2009, when decisions regarding 2009 compensation for our executive officers were
made, our President and CEO, Clifton R. Beckham, had responsibility for
conducting performance evaluations and making related reports to the Committee
for all executive officers other than himself and our current Chairman of the
Board, Robert M. Powell. The President and CEO also made
recommendations to the Committee regarding specific salary increases and awards
under our 2004 Equity Incentive Plan for those officers. Performance
evaluations and reports relating to the performance of our President and CEO,
and recommendations regarding salary increases and equity awards to that
individual (currently, a single officer), are the responsibility of the
Committee. Mr. Powell declined to be considered for an increase in
salary in 2009. In evaluating the performance of our executive
officers, the Executive Compensation Committee reviews information regarding our
performance in a number of areas. In recent years, the Committee has
focused primarily on revenue growth, operating ratio, earnings per share growth,
returns on equity, assets and invested capital and the valuation and trading
volume of our stock, all of which are reviewed in relationship to general
economic conditions and the relative performance of our
competitors.
11
The
specific performance indicators used by the President and CEO to evaluate the
performance of the executive team and individual executive officers include
various measures of financial and operating performance, operating costs,
personnel management and retention, safety performance and compliance with the
Company’s rules, procedures and codes. Some of those indicators are
the responsibility of the entire management team and some are related to
specific areas of the business and are the responsibility of particular
officers. The President and CEO’s analysis compares actual
performance to pre-established goals for each performance indicator, sets a
relative weighting for each indicator and assigns a score on a scale of 1-to-100
to each executive officer in total by awarding a score in each relevant area
based on his performance or the performance of a team or department over which
he has responsibility. This process results in an overall score on a
1-to-100 scale for each officer. In assigning scores in each category
for each officer, our President and CEO may rely on subjective factors as well
as quantitative factors, including long-term performance trends and performance
relative to our industry. Although specific salary adjustments and
other compensation decisions are within the discretion of the Executive
Compensation Committee, we expect that the President and CEO will usually
recommend salary increases within certain ranges in correlation to the scores
achieved by individual officers.
The
Committee conducts annual compensation reviews in January of each year and
annual salary adjustments will generally be made effective as of January 1,
although any other date can be selected. The Committee believes that
this will allow for more efficient and productive analysis of the Company’s and
the executive officers’ full-year performance, as well as comparative
information about the performance and compensation practices of other companies
in the Company’s industry, as described above.
In general, the Executive Compensation Committee does not consider amounts that
may be realized by our executive officers from prior compensation awards, such
as appreciation in the value of stock previously acquired pursuant to stock
options or restricted stock awards, when making decisions regarding current
compensation. The Committee has not engaged or received reports from
any third party compensation consultants.
2009
Compensation Program
During
2008, the Executive Compensation Committee undertook a substantial review and
evaluation of our compensation program for executive officers. In
conducting its evaluation, the Executive Compensation Committee relied upon its
own investigation and experience. The Executive Compensation
Committee’s goals for the evaluation included the following:
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Establishing
an overall compensation program that reflects competitive target
compensation levels for our senior executive officers that can be achieved
with strong Company performance;
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Designing
a compensation program intended to better align senior executive incentive
compensation substantially with factors that correlate to increases in
stockholder value, while also exposing senior executive officers to the
risk of downside stock performance;
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Maintaining
a compensation system where a substantial portion of overall compensation
is linked to Company performance;
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Consolidating
the normal executive officer review and compensation process into a
comprehensive annual process following the close of each fiscal year,
rather than separating decisions regarding salary, bonus, and equity
compensation; and,
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Balancing
the use of equity incentives against the dilution to stockholders in a
manner that reflects customary share usage and fair value
transfer.
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12
In
conducting its evaluation, the Executive Compensation Committee reviewed a range
of information, including, but not limited to, the following items: (i) publicly
disclosed financial and compensation information of the truckload carriers noted
above; (ii) information from investment banking sources concerning the
correlation between stock price performance and various performance measures;
(iii) the key performance measures that align with our operational goals; and
(iv) the incentive structure for our other employees to ensure alignment of our
executive officers with the broader employee group. After reviewing
the information and discussing the proposed program with the President and CEO,
in January 2009 the Executive Compensation Committee adopted a program on which
to base executive officer compensation in 2009 (the “2009
Program”).
The 2009
Program retains the three major elements we have historically employed: base
salary, annual cash bonus linked to specific factors and equity
compensation. A discussion of each element of compensation included
in the 2009 Program follows.
Base
Salary
We pay
base salaries at levels that reward executive officers for ongoing performance
and that enable us to attract, motivate and retain highly qualified executives,
taking into consideration the cost of living in our region. Base pay
is a critical element of our compensation program because it provides our
executive officers with stability. Compensation stability allows our
executives to focus their attention and efforts on creating stockholder value
and on our other business objectives. In determining base salaries,
we consider the executive’s current salary and the executive’s qualifications
and experience, including, but not limited to, the executive’s length of service
with our Company, the executive’s industry knowledge, and the quality and
effectiveness of the executive’s leadership, scope of responsibilities, past
performance and future potential of providing value to our
stockholders. We set our base salaries at a level that allows us to
pay a significant portion of an executive officer’s total compensation in the
form of incentive compensation, including annual cash bonuses and long-term
incentives. We believe this mix of compensation helps us incentivize
our executives to maximize stockholder value in the long run. We
consider adjustments to base salaries annually to reflect the foregoing
factors. We do not apply a specific weighting to each of such
factors, nor do we apply firm benchmarking to similarly situated executives of
other comparable companies.
Base Salary of our Chairman of the
Board. Per Mr. Powell’s request to the Executive Compensation
Committee, his monthly salary was not increased in 2009 above the monthly rate
of compensation he was being paid in 2008. During 2008, the Company
ceased providing vehicles to its Executive Officers, including Mr.
Powell. In connection with the elimination of this benefit, Mr.
Powell’s base salary was increased $1,205 per month beginning with a pro rata
adjustment in September 2008.
Base Salary of our President and
CEO. Mr. Beckham’s salary was not increased in 2009 above the
monthly rate of compensation he was being paid in 2008. During 2008,
the Company ceased providing vehicles to its Executive Officers, including Mr.
Beckham. In connection with the elimination of this benefit, Mr.
Beckham’s base salary was increased $1,205 per month beginning with a pro rata
adjustment in June 2008.
Base Salary of our Other Named
Executive Officers. The salaries of our other Named Executive
Officers increased during 2009 over the amount they were paid in 2008, as
follows.
Name
|
|
2008
Base Salary
|
|
2009
Base Salary
|
|
Increase
in Base Salary
|
Garry
R. Lewis (1)
|
|
$
214,825
|
|
$
223,260
|
|
3.9%
|
M.
Eric Brown (2)
|
|
194,873
|
|
201,420
|
|
3.4%
|
Darron
R. Ming (3)
|
|
168,996
|
|
183,456
|
|
8.6%
|
(1)
|
The
reason for Mr. Lewis’ increase was that during 2008, the Company ceased
providing vehicles to its Executive Officers, including Mr.
Lewis. In connection with the elimination of this benefit, Mr.
Lewis’ base salary was increased $1,205 per month beginning in June
2008.
|
(2)
|
The
reason for Mr. Brown’s increase was that during 2008, the Company ceased
providing vehicles to its Executive Officers, including Mr.
Brown. In connection with the elimination of this benefit, Mr.
Brown’s base salary was increased $1,205 per month beginning with a pro
rata adjustment in July 2008.
|
(3)
|
The
reason for Mr. Ming’s increase was that during 2008, the Company ceased
providing vehicles to its Executive Officers, including Mr.
Ming. In connection with the elimination of this benefit, Mr.
Ming’s base salary was increased $1,205 per month beginning with a pro
rata adjustment in January 2009.
|
13
Annual
Cash Bonus Program
As part
of its evaluation, the Executive Compensation Committee reviewed the incentive
targets used by other companies, many of which related to various measures of
financial returns and earnings per share. The Executive Compensation
Committee also reviewed and discussed, with input from the President and CEO,
various non-financial measures that were important to our overall
performance. The Executive Compensation Committee also reviewed
information from investment banking sources concerning the correlation between
certain financial measures and increases in stockholder
value. Following this review, the Executive Compensation Committee
adopted a combination of financial and non-financial annual bonus targets that
the Executive Compensation Committee expects to provide an incentive to the
executives to manage multiple aspects of our business, regardless of whether the
operating environment makes achievement of one aspect difficult. The
annual cash bonus targets and related reasons are as follows:
·
|
Return on
Capital. The Executive Compensation Committee believes
that stockholder value is more likely to increase if our return on capital
exceeds our weighted average cost of capital over time. The
Company has adopted an initial return on capital target of
10%. This target may be higher or lower than our weighted
average cost of capital at any given time, but we believe it represents a
representative target over time based on a moderately leveraged capital
structure, prevailing interest rates and a historical equity risk
premium. For 2009, our return on capital was below our weighted
average cost of capital. Accordingly, the Executive
Compensation Committee intends to adopt incentive targets for this
criterion that move toward weighted average cost of capital over
time. This criterion encourages management to deploy capital
efficiently and return excess capital to the stockholders. It
also balances incentives based purely on growth. For purposes
of executive officer compensation in 2010, we are calculating return on
capital as follows: after-tax operating income/(average total debt +
average stockholders’ equity).
|
|
|
·
|
Earnings per
Share. Earnings per share growth also correlates with
stockholder value, and the Executive Compensation Committee believes that
truckload carriers are judged by many investors based on increases in
earnings per share.
|
|
|
·
|
Five
Points. The five points goals represent five key
operating metrics in our business. These are the same
performance measures on which many of our other employees are
evaluated. These key metrics may include, but are not limited
to, any of the following: revenue per employee per week,
on-time customer service, accidents per million miles, driver retention
and miles per gallon.
|
Under the
2009 Program, each of our Named Executive Officers had the opportunity to earn a
cash bonus of 70% of salary by achieving the performance targets, and achieve up
to 100% of salary by exceeding the performance targets. The following
table sets forth the performance targets.
14
Executive
Team Cash Incentive Targets
|
Return
on Capital
|
Earnings
per Share
|
The
Five Points
|
Total
|
Performance
Level
|
%
of Salary
|
Performance
Level
|
%
of Salary
|
Performance
Level
|
%
of Salary
|
Performance
Level
|
%
of Salary
|
<4.0%
|
0.00%
|
<$0.81
|
0.00%
|
<3
out of 5
|
0.00%
|
Minimum
|
0.00%
|
4.3%
|
15.00%
|
$0.81
|
15.00%
|
3
out of 5
|
5.0%
|
|
|
5.0%
|
20.00%
|
$0.92
|
20.00%
|
4
out of 5
|
7.5%
|
|
|
5.6%
|
25.00%
|
$1.04
|
25.00%
|
|
|
|
|
6.2%
|
30.00%
|
$1.15
|
30.00%
|
5
out of 5
|
10.00%
|
Target
|
70.00%
|
6.8%
|
35.00%
|
$1.27
|
35.00%
|
|
|
|
|
8.2%
|
40.00%
|
$1.38
|
40.00%
|
|
|
|
|
10.6%
|
45.00%
|
$1.50
|
45.00%
|
|
|
Maximum
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Base
Revenue per Employee per Week
|
$11,250
|
|
|
|
|
|
|
|
On-Time
Customer Service
|
98.0%
|
|
|
|
|
|
|
|
Accidents
per Million Miles
|
8.02
|
|
|
|
|
|
|
|
Paid
Miles per Gallon of Fuel
|
5.50
|
|
|
|
|
|
|
|
Driver
Employees Lost per Week
|
36
|
|
|
|
We
did not meet the performance targets for 2009 and, therefore, no incentive cash
payments were made to any Named Executive Officers under the Plan for
2009.
Equity
Compensation
The
Executive Compensation Committee believes that the equity compensation component
of executive compensation should be meaningfully aligned with increasing
stockholder value, while also exposing the holder to the risk of downward stock
prices and volatility. Over time, the Executive Compensation
Committee expects to grant equity compensation using a target mix of
approximately 70% stock options and 30% restricted stock, which is expected to
translate into approximately one-half of the grant date value represented by
each of stock options and restricted stock (considering stock options at their
Black-Scholes-Merton value upon issuance and restricted stock at the closing
stock price on the date of issuance).
Other
aspects of the equity compensation program include the following:
·
|
One-fourth
of each annual grant will be made each quarter during the year to attempt
to align the option strike prices and restricted stock valuations with
average prices for the year and reduce volatility;
|
|
|
·
|
A
target grant date value equal to approximately 30% of base salary for all
participants;
|
|
|
·
|
Time
vesting of over three years; and,
|
|
|
·
|
Stock
option to qualify as incentive stock options, to the extent
possible.
|
Our 2004 Equity Incentive Plan is the only plan under which we may award
equity-based compensation annually. Under this Plan, we are currently
authorized to issue up to a maximum of 1,025,000 shares of Common
Stock. On the day of each annual meeting of our stockholders for a
period of nine years, starting in 2005 and ending in 2013, the maximum number of
shares of Common Stock available for issuance under the Plan will automatically
increase by 25,000 shares or such lesser number as determined by the
Board. Therefore, as of May 5, 2010, the aggregate number of shares
of Common Stock available for issuance under the Plan will be 1,050,000,
including shares previously awarded. As of December 31, 2009, 450,419
shares of Common Stock were available for granting equity awards under the
Plan. No Named Executive Officer may receive in any one calendar year
awards relating to more than 30,000 shares of Common Stock under such
Plan. Equity-based awards, payable in shares of stock or cash, may be
granted to executive officers under our 2004 Equity Incentive
Plan. Awards may be granted to any of our employees, officers or
directors or an affiliate as may be determined by the Executive Compensation
Committee from time to time. Such equity-based awards may take the
form of performance shares, performance units, restricted stock, stock units,
stock appreciation rights or stock options. The Executive
Compensation Committee may cause the awards to be subject to the attainment of
certain performance goals. The Executive Compensation Committee may
grant to our executive officers options designated as incentive stock options or
nonqualified stock options. The exercise price is determined by the
Committee, but may not be less than 100% of the fair market value, as defined in
such plan, of the Common Stock on the date of grant.
15
On
January 28, 2009, the Executive Compensation Committee of the Board of Directors
of the Company approved the USA Truck, Inc. Executive Team Incentive Plan, with
awarded shares being granted from the 2004 Equity Incentive Plan. The
Executive Team Incentive Plan consists of cash and equity incentive
awards. The cash incentives will be awarded upon the achievement of
predetermined results in designated performance measurements, which will be
identified by the Committee on an annual basis. Executive Team
Incentive Plan participants will be paid a cash percentage of their base
salaries corresponding with the level of results achieved. As
determined by the Committee on an annual basis, Executive Team Incentive Plan
participants are also eligible for an annual equity incentive award consisting
of Company Common Stock, issued under the 2004 Equity Incentive
Plan. The equity incentive awards will consist of a combination of
Restricted Stock Awards (“RSAs”) and Incentive Stock Options
(“ISOs”). The value of the equity award to each participant will be
granted fifty percent in the form of RSAs and fifty percent in the form of ISOs,
as defined. To the extent options fail to qualify as “incentive stock
options” under IRS regulations, they will be non-qualified stock
options. Annual awards approved by the Committee will be granted
quarterly and will vest one-third each year on August 1, beginning the year
following the year in which the shares are awarded.
The
Executive Compensation Committee considered various alternatives, including the
use of performance targets for restricted stock vesting. The
Executive Compensation Committee determined, however, that the combination of
restricted stock (which provides upside potential and downside exposure) and
stock options (which have value only if the stock price increases) accomplishes
much the same effect. Given Mr. Powell’s significant stock ownership,
he was the only Named Executive Officer not to participate in stock-based
compensation in 2009. Based on its review, during 2009, the Executive
Compensation Committee awarded 9,744 restricted shares and incentive stock
options to purchase 29,042 shares of the Company’s Common Stock to the Named
Executive Officers under this Plan, as follows:
Name
and Principal Position
|
|
Stock
Options (#)
|
|
Restricted
Stock (#)
|
Robert
M. Powell
|
|
--
|
|
--
|
Chairman of the
Board
|
|
|
|
|
Clifton
R. Beckham
|
|
8,591
|
|
2,883
|
President and Chief
Executive
Officer
|
|
|
|
|
Garry
R. Lewis
|
|
7,508
|
|
2,518
|
Executive Vice President and
Chief Operating Officer
|
|
|
|
|
M.
Eric Brown
|
|
6,774
|
|
2,273
|
Senior
Vice President, Operations
|
|
|
|
|
Darron
R. Ming
|
|
6,169
|
|
2,070
|
Vice President, Finance and
Chief Financial Officer
|
|
|
|
|
In 2008,
the Executive Compensation Committee awarded 100,314 restricted shares under the
2004 Equity Incentive Plan to the Named Executive Officers, as
follows: Clifton R. Beckham – 29,952; Garry R. Lewis – 26,060; M.
Eric Brown – 23,334; and Darron R. Ming – 20,968. The grants were
made effective as of July 18, 2008, and were valued at $12.13 per share, which
was the closing price of the Company’s Common Stock on that
date. Each participating officer’s restricted shares will vest in
varying amounts over the ten year period beginning April 1, 2011, subject to the
Company’s attainment of specified retained earnings growth
objectives. Management must attain an average five-year trailing
retained earnings annual growth rate of 10.0% (before dividends) in order for
the shares to qualify for full vesting (pro rata vesting will apply down to
50.0% at a 5.0% annual growth rate). Any shares that fail to vest as
a result of the Company’s failure to attain a performance goal will revert to
the 2004 Equity Incentive Plan where they will remain available for grants under
the terms of that plan until that plan expires in 2014. Given Mr.
Powell’s significant stock ownership, he was the only Named Executive Officer
not to participate in stock-based compensation in 2008. The 2008
awards under this plan were intended to provide a long-term incentive for our
relatively young management team to remain at the Company and build sustained
stockholder value. The terms of these awards may not be indicative of
the terms of future awards.
16
The 2003
Restricted Stock Award Plan terminated on August 31, 2009. This Plan
was established by the Board of Directors using shares of our Common Stock
contributed by Robert M. Powell, our Chairman of the Board and former
CEO. Upon termination of the Plan, as set forth in the provisions of
the Plan, the 38,000 shares that were previously forfeited due to the Company
not meeting designated performance criteria were returned to Mr.
Powell. The 4,000 shares that were to vest on March 1, 2010 were
forfeited due to the Company not meeting designated performance criteria, and
pursuant to the provisions of the Plan, have been returned to Mr.
Powell. Currently, there are 4,000 shares subject to outstanding and
unvested awards under this Plan. Two executive officers currently
hold restricted stock awards granted to them in November 2005. We
have not issued any awards under this Plan since 2005. Because the
Company did not meet the performance criteria in 2007, 2008 and 2009 the layers
that were to have vested on March 1, 2008, March 1, 2009 and March 1, 2010 were
forfeited.
Based on
its review, on January 27, 2010, the Committee approved the annual equity award
for 2010. This award consists of quarterly grants of RSAs and ISOs
and the first quarterly grant was made effective February 1,
2010. The grants made to our Named Executive Officers included in
that award were as follows:
Name
and Principal Position
|
|
Stock
Options (#)
|
|
Restricted
Stock (#)
|
Robert
M. Powell
|
|
--
|
|
--
|
Chairman of the
Board
|
|
|
|
|
Clifton
R. Beckham
|
|
1,353
|
|
392
|
President and Chief
Executive
Officer
|
|
|
|
|
Garry
R. Lewis
|
|
1,182
|
|
343
|
Executive Vice President and
Chief Operating Officer
|
|
|
|
|
M.
Eric Brown
|
|
1,067
|
|
309
|
Senior
Vice President, Operations
|
|
|
|
|
Darron
R. Ming
|
|
972
|
|
282
|
Vice President, Finance
and Chief Financial Officer
|
|
|
|
|
Other
Elements of Compensation
In
addition to the three principal elements of our compensation program described
above, we also provide to our executive officers premium payments on life
insurance policies, under which we are not the beneficiary, and a matching
amount to the qualifying contributions made under our 401(k) Investment Plan,
which was suspended effective April 1, 2009. Until 2008, we
historically had provided a Company-owned automobile, but we have discontinued
that practice. None of our executive officers or employees has a
written employment agreement, and we do not maintain any plans or programs
providing for severance or other post-termination benefits. Except
for the awards granted in 2009 and February 2010, we have no plans that provide
for the payment, or acceleration of payment, of any compensation in connection
with any change of control of the Company. The Committee granting
awards under our 2004 Equity Incentive Plan may provide for acceleration of
vesting of individual awards in connection with any future
awards. Generally, and as qualified by the terms of the plan and
award notices, a change in control occurs if: (i) someone acquires
50% or more of the combined voting power of the stock of the Company, unless
after the transaction more than 75% of the acquiring company is owned by all or
substantially all of those persons who were beneficial owners of the Company
prior to such acquisition; (ii) a majority of our directors is replaced, other
than by new directors approved by existing directors; (iii) we consummate a
reorganization, merger, or consolidation where, following such transaction, all
or substantially all of those persons who were beneficial owners of the Company
immediately prior to the transaction do not own, immediately after the
transaction, more than 75% of the outstanding securities of the resulting
corporation; or (iv) we sell or liquidate all or substantially all of our
assets. The estimated value of stock options and restricted stock
that would have vested for our Named Executive Officers as of December 31, 2009
(the last day of fiscal 2009) under the acceleration scenarios described above
are as follows: Clifton R. Beckham – $143,654; Garry R. Lewis – $125,526; M.
Eric Brown – $113,268; and Darron R. Ming – $103,152.
17
Accounting
and Tax Considerations
In making
its compensation decisions, the Executive Compensation Committee considers, and
attempts to comply with, the performance-based compensation exception under
Section 162(m) of the Internal Revenue Code. The Committee also
considers, and attempts to avoid, any additional taxes or interest charges under
Section 409A(a)(1)(B) of the Internal Revenue Code. Under Section
162(m), a limitation is placed on tax deductions of any publicly-held
corporation for individual compensation to certain executives exceeding
$1,000,000 in any taxable year, unless the compensation is performance-based and
meets certain other requirements including stockholder approval and outside
director administration. To date, no executive officer has received
compensation in any year that exceeded $1,000,000. If an executive is
entitled to nonqualified deferred compensation benefits that are subject to
Section 409A, and such benefits do not comply with Section 409A(a)(2), (3), and
(4), then the benefits are taxable in the first year that they are not subject
to a substantial risk of forfeiture and are subject to additional tax plus
interest under Section 409A(a)(1)(B).
Executive
Compensation Tables
The
following table sets forth certain information concerning the compensation for
our President and CEO, our Chief Financial Officer and our three other most
highly compensated officers based on 2009 total compensation.
SUMMARY
COMPENSATION TABLE
|
Name
and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Stock
Awards
(1)(3)($)
|
|
Options
Awards
(1)($)
|
|
Non-Equity
Incentive Plan Compensation
($)
|
|
All
Other Compensation
($)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
M. Powell
(2)
|
|
2009
|
|
221,220
|
|
--
|
|
--
|
|
--
|
|
1,106
|
|
222,326
|
Chairman
of the Board
|
|
2008
|
|
209,576
|
|
--
|
|
--
|
|
--
|
|
8,697
|
|
218,273
|
|
|
2007
|
|
221,365
|
|
--
|
|
--
|
|
--
|
|
7,395
|
|
228,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clifton
R. Beckham
|
|
2009
|
|
255,456
|
|
38,326
|
|
113,535
|
|
--
|
|
1,277
|
|
408,594
|
President
and Chief
|
|
2008
|
|
248,033
|
|
363,318
|
|
--
|
|
--
|
|
8,249
|
|
619,600
|
Executive
Officer
|
|
2007
|
|
206,994
|
|
--
|
|
--
|
|
--
|
|
8,400
|
|
215,394
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Garry
R.
Lewis
|
|
2009
|
|
223,260
|
|
33,472
|
|
90,222
|
|
--
|
|
2,119
|
|
349,073
|
Executive
Vice President
|
|
2008
|
|
214,825
|
|
316,108
|
|
--
|
|
--
|
|
8,387
|
|
539,320
|
and
Chief Operating Officer
|
|
2007
|
|
193,800
|
|
--
|
|
--
|
|
--
|
|
11,207
|
|
205,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M.
Eric
Brown
|
|
2009
|
|
201,420
|
|
30,216
|
|
89,523
|
|
--
|
|
2,012
|
|
323,171
|
Senior
Vice President,
|
|
2008
|
|
194,873
|
|
283,041
|
|
--
|
|
--
|
|
6,370
|
|
484,284
|
Operations
|
|
2007
|
|
174,960
|
|
--
|
|
--
|
|
--
|
|
9,297
|
|
184,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darron
R.
Ming
|
|
2009
|
|
183,456
|
|
27,517
|
|
81,527
|
|
--
|
|
1,149
|
|
293,649
|
Vice
President, Finance
|
|
2008
|
|
167,996
|
|
254,342
|
|
--
|
|
--
|
|
9,163
|
|
431,501
|
and
Chief Financial Officer
|
|
2007
|
|
144,125
|
|
--
|
|
--
|
|
--
|
|
4,688
|
|
148,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The
amounts shown represent the aggregate grant date fair value computed in
accordance with FASB ASC Topic 718, excluding the impact of estimated
forfeitures for service-based vesting conditions. See also
“Note 11. Stock Plans” to our 2009 consolidated financial statements in
“Item 8. Financial Statements and Supplementary Data” of our Annual Report
on Form 10-K for the year ended December 31, 2009 for a discussion of the
Company’s stock plans and the methods used to account for stock plan
activity.
|
(2)
|
Robert
M. Powell served as CEO until January 24,
2007.
|
(3)
|
Our
awards of restricted stock are subject to vesting conditions, which may
include certain performance criteria. The stock awards granted
in 2008 will vest in varying amounts over the ten-year period beginning
April 1, 2011, subject to the Company’s attainment of retained earnings
growth. The amounts set forth above have been calculated
assuming all such criteria will be met. The stock awards have
been valued at the grant date fair
value.
|
The stock
awards granted in 2009 do not include performance criteria and will vest in
equal increments over a three-year period commencing August 1,
2010. The amounts set forth have been calculated assuming all
increments will vest and the shares awarded have been valued at the grant date
fair value.
18
Narrative
to the Summary Compensation Table
See
“Executive Compensation – Compensation Discussion and Analysis” for a complete
description of our compensation plans pursuant to which the amounts listed under
the Summary Compensation Table were paid or awarded and the criteria for such
award or payment.
Grants
of Plan-Based Awards
|
Name
|
|
Estimated
Future Payouts
Under
Non-Equity Incentive
Plan
Awards (1)
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards (2)
|
All
Other Stock Awards: Number of Shares of Stocks or Units
(#)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards ($/Sh)
|
Grant
Date Fair Value of Stock and Option Awards
($)
(3)
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Robert
M. Powell
|
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
Clifton
R. Beckham
|
07/16/08
|
--
|
157,819
|
225,456
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
02/02/09
|
--
|
--
|
--
|
--
|
--
|
--
|
676
|
1,624
|
14.18
|
32,614
|
|
05/01/09
|
--
|
--
|
--
|
--
|
--
|
--
|
690
|
2,177
|
13.88
|
39,794
|
|
08/03/09
|
--
|
--
|
--
|
--
|
--
|
--
|
661
|
2,021
|
14.50
|
38,890
|
|
11/02/09
|
--
|
--
|
--
|
--
|
--
|
--
|
856
|
2,769
|
11.19
|
40,564
|
|
|
|
|
|
|
|
|
|
|
|
|
Garry
R. Lewis
|
07/16/08
|
--
|
156,282
|
223,260
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
02/02/09
|
--
|
--
|
--
|
--
|
--
|
--
|
590
|
1,419
|
14.18
|
28,487
|
|
05/01/09
|
--
|
--
|
--
|
--
|
--
|
--
|
603
|
1,903
|
13.88
|
34,784
|
|
08/03/09
|
--
|
--
|
--
|
--
|
--
|
--
|
577
|
1,766
|
14.50
|
33,974
|
|
11/02/09
|
--
|
--
|
--
|
--
|
--
|
--
|
748
|
2,420
|
11.19
|
35,450
|
|
|
|
|
|
|
|
|
|
|
|
|
M.
Eric Brown
|
07/16/08
|
--
|
140,994
|
201,420
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
02/02/09
|
--
|
--
|
--
|
--
|
--
|
--
|
533
|
1,280
|
14.18
|
25,708
|
|
05/01/09
|
--
|
--
|
--
|
--
|
--
|
--
|
544
|
1,717
|
13.88
|
31,383
|
|
08/03/09
|
--
|
--
|
--
|
--
|
--
|
--
|
521
|
1,594
|
14.50
|
30,668
|
|
11/02/09
|
--
|
--
|
--
|
--
|
--
|
--
|
675
|
2,183
|
11.19
|
31,981
|
|
|
|
|
|
|
|
|
|
|
|
|
Darron
R. Ming
|
07/16/08
|
--
|
128,419
|
183,456
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
02/02/09
|
--
|
--
|
--
|
--
|
--
|
--
|
485
|
1,166
|
14.18
|
23,411
|
|
05/01/09
|
--
|
--
|
--
|
--
|
--
|
--
|
496
|
1,564
|
13.88
|
28,592
|
|
08/03/09
|
--
|
--
|
--
|
--
|
--
|
--
|
474
|
1,451
|
14.50
|
27,913
|
|
11/02/09
|
--
|
--
|
--
|
--
|
--
|
--
|
615
|
1,988
|
11.19
|
29,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Our
2009 Program does not provide for any “Threshold” or minimum payments
for any particular level of performance. Each Named Executive
Officer has the opportunity to earn a cash bonus of 70% of salary by
achieving the performance targets, and may achieve up to 100% of salary by
exceeding the performance targets. The amounts shown in the
“Target” column are the amounts that would have been paid to the Named
Executive Officers if we had met the performance targets for
2009. The amounts shown in the “Maximum” column are the maximum
amounts that the officers could have received under the 2009 Program for
2009, which are equal to 100% of the respective 2009 annual salaries
received by the officers while serving in qualifying
positions. We did not meet the performance targets for 2009
and, therefore, no incentive cash payments were made to any Named
Executive Officers for 2009.
|
(2)
|
On
July 16, 2008, the Executive Compensation Committee granted awards of
restricted shares to certain officers of the Company, including Messrs.
Beckham, Lewis, Ming and Brown. As the specified performance targets
commence with the fiscal year ending December 31, 2010, no shares were
issued to the Named Executive Officers for fiscal year
2009.
|
19
(3)
|
This
column represents the full grant date fair value of the stock and option
awards granted to the Named Executive Officers in 2009. The
amounts shown represent the aggregate grant date fair value multiplied by
the number of shares awarded. See also “Note 11. Stock Plans”
to our 2009 consolidated financial statements in “Item 8. Financial
Statements and Supplementary Data” of our Annual Report on Form 10-K for
the year ended December 31, 2009 for a discussion of the Company’s stock
plans and the methods used to account for stock plan
activity.
|
|
Narrative
to Grants of Plan-Based Awards
|
See “Executive Compensation – Compensation Discussion and Analysis” for a
complete description of the performance targets for payment of incentive
awards.
The
following table sets forth certain information concerning the values realized
upon exercise of options or vesting of restricted stock during fiscal year
2009.
2009
OPTION EXERCISES AND STOCK VESTED TABLE
|
|
|
Option
Awards
|
|
Stock
Awards
|
Name
|
|
Number
of Shares Acquired on Exercise
(#)
|
|
Value
Realized on Exercise
(1)($)
|
|
Number
of Shares Acquired on Vesting
(#)
|
|
Value
Realized on Vesting
($)
|
Robert
M. Powell
|
|
5,000
|
|
6,300
|
|
--
|
|
--
|
Clifton
R. Beckham (2)
|
|
1,600
|
|
4,768
|
|
--
|
|
--
|
Garry
R. Lewis (2)
|
|
3,500
|
|
5,813
|
|
--
|
|
--
|
M.
Eric Brown (2)
|
|
1,600
|
|
4,768
|
|
--
|
|
--
|
Darron
R. Ming
|
|
1,200
|
|
3,576
|
|
--
|
|
--
|
(1)
|
Determined
by multiplying the number of shares acquired on exercise by the difference
between the closing price of our Common Stock on the date of exercise and
the exercise price.
|
(2)
|
The
performance criteria for fiscal year 2008 were not
met. Accordingly, the shares of restricted stock that would
have vested on March 1, 2009 were
forfeited.
|
The
following table sets forth information concerning outstanding exercisable and
unexercisable option awards as of the end of fiscal year 2009. The
following table also sets forth information concerning outstanding stock awards
as of the end of fiscal year 2009 that had been granted but that had not yet
vested and had not yet been earned. For this purpose, an “unearned”
award is one for which it has not yet been determined whether the applicable
performance goals will be met. Due to his significant stock holdings,
Mr. Powell was not awarded any equity awards in 2009.
2009
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
|
|
|
|
Option
Awards
|
|
Stock
Awards
|
|
Name
|
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
|
Option
Exercise Price
($)
|
|
Option
Expiration Date
|
|
Equity
Incentive Plan: Number of Unearned Shares, Units or Other Rights that Have
Not Vested
(#)
|
|
Equity
Incentive Plan: Market or Payout Value of Unearned Shares, Units or Other
Rights that Have Not Vested
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
M. Powell
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clifton
R. Beckham
|
|
1,600
(1)
|
|
|
|
11.47
|
|
05/05/2010
|
|
|
|
|
|
|
|
1,600
(2)
|
|
|
|
11.47
|
|
05/05/2011
|
|
|
|
|
|
|
|
|
|
541
(7)
|
|
14.18
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
541
(8)
|
|
14.18
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
542
(9)
|
|
14.18
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
726
(7)
|
|
13.88
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
726
(8)
|
|
13.88
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
725
(9)
|
|
13.88
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
674
(7)
|
|
14.50
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
674
(8)
|
|
14.50
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
673
(9)
|
|
14.50
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
923
(7)
|
|
11.19
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
923
(8)
|
|
11.19
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
923
(9)
|
|
11.19
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,952
(14)
|
|
374,999
(19)
|
|
|
|
|
|
|
|
|
|
|
|
676
(15)
|
|
8,464
(19)
|
|
|
|
|
|
|
|
|
|
|
|
690
(16)
|
|
8,639
(19)
|
|
|
|
|
|
|
|
|
|
|
|
661
(17)
|
|
8,276
(19)
|
|
|
|
|
|
|
|
|
|
|
|
856
(18)
|
|
10,717
(19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Garry
R. Lewis
|
|
1,600
(1)
|
|
|
|
11.47
|
|
05/05/2010
|
|
|
|
|
|
|
|
1,600
(2)
|
|
|
|
11.47
|
|
05/05/2011
|
|
|
|
|
|
|
|
2,000
(3)
|
|
|
|
12.66
|
|
07/21/2010
|
|
|
|
|
|
|
|
2,000
(4)
|
|
|
|
12.66
|
|
07/21/2011
|
|
|
|
|
|
|
|
|
|
473
(7)
|
|
14.18
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
473
(8)
|
|
14.18
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
473
(9)
|
|
14.18
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
634
(7)
|
|
13.88
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
634
(8)
|
|
13.88
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
635
(9)
|
|
13.88
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
589
(7)
|
|
14.50
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
589
(8)
|
|
14.50
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
588
(9)
|
|
14.50
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
807
(7)
|
|
11.19
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
807
(8)
|
|
11.19
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
806
(9)
|
|
11.19
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,060
(14)
|
|
326,271
(19)
|
|
|
|
|
|
|
|
|
|
|
|
590
(15)
|
|
7,387
(19)
|
|
|
|
|
|
|
|
|
|
|
|
603
(16)
|
|
7,550
(19)
|
|
|
|
|
|
|
|
|
|
|
|
577
(17)
|
|
7,224
(19)
|
|
|
|
|
|
|
|
|
|
|
|
748
(18)
|
|
9,365
(19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M.
Eric Brown
|
|
1,600
(1)
|
|
|
|
11.47
|
|
05/05/2010
|
|
|
|
|
|
|
|
1,600
(2)
|
|
|
|
11.47
|
|
05/05/2011
|
|
|
|
|
|
|
|
1,700
(5)
|
|
|
|
22.54
|
|
04/01/2010
|
|
|
|
|
|
|
|
1,700
(6)
|
|
|
|
22.54
|
|
04/01/2011
|
|
|
|
|
|
|
|
|
|
1,700
(10)
|
|
22.54
|
|
04/01/2012
|
|
|
|
|
|
|
|
|
|
1,700
(11)
|
|
22.54
|
|
04/01/2013
|
|
|
|
|
|
|
|
|
|
1,700
(12)
|
|
22.54
|
|
04/01/2014
|
|
|
|
|
|
|
|
|
|
427
(7)
|
|
14.18
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
427
(8)
|
|
14.18
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
426
(9)
|
|
14.18
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
572
(7)
|
|
13.88
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
572
(8)
|
|
13.88
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
573
(9)
|
|
13.88
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
531
(7)
|
|
14.50
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
531
(8)
|
|
14.50
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
532
(9)
|
|
14.50
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
728
(7)
|
|
11.19
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
728
(8)
|
|
11.19
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
727
(9)
|
|
11.19
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000
(13)
|
|
25,040(19)
|
|
|
|
|
|
|
|
|
|
|
|
23,334
(14)
|
|
292,142
(19)
|
|
|
|
|
|
|
|
|
|
|
|
533
(15)
|
|
6,673
(19)
|
|
|
|
|
|
|
|
|
|
|
|
544
(16)
|
|
6,811
(19)
|
|
|
|
|
|
|
|
|
|
|
|
521
(17)
|
|
6,523
(19)
|
|
|
|
|
|
|
|
|
|
|
|
675
(18)
|
|
8,451
(19)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darron
R. Ming
|
|
1,200
(1)
|
|
|
|
11.47
|
|
05/05/2010
|
|
|
|
|
|
|
|
1,200
(2)
|
|
|
|
11.47
|
|
05/05/2011
|
|
|
|
|
|
|
|
|
|
389
(7)
|
|
14.18
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
389
(8)
|
|
14.18
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
388
(9)
|
|
14.18
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
521
(7)
|
|
13.88
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
521
(8)
|
|
13.88
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
522
(9)
|
|
13.88
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
484
(7)
|
|
14.50
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
484
(8)
|
|
14.50
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
483
(9)
|
|
14.50
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
663
(7)
|
|
11.19
|
|
08/01/2013
|
|
|
|
|
|
|
|
|
|
663
(8)
|
|
11.19
|
|
08/01/2014
|
|
|
|
|
|
|
|
|
|
662
(9)
|
|
11.19
|
|
08/01/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,968
(14)
|
|
262,519
(19)
|
|
|
|
|
|
|
|
|
|
|
|
485
(15)
|
|
6,072
(19)
|
|
|
|
|
|
|
|
|
|
|
|
496
(16)
|
|
6,210
(19)
|
|
|
|
|
|
|
|
|
|
|
|
474
(17)
|
|
5,934
(19)
|
|
|
|
|
|
|
|
|
|
|
|
615
(18)
|
|
7,699
(19)
|
|
|
(1)
|
Options
had a vesting date of 05/05/08
|
20
|
(2)
|
Options
had a vesting date of 05/05/09
|
|
(3)
|
Options
had a vesting date of 07/21/08
|
|
(4)
|
Options
had a vesting date of 07/21/09
|
|
(5)
|
Options
had a vesting date of 04/01/08
|
|
(6)
|
Options
had a vesting date of 04/01/09
|
|
(7)
|
Options
have a vesting date of 08/01/10
|
|
(8)
|
Options
have a vesting date of 08/01/11
|
|
(9)
|
Options
have a vesting date of 08/01/12
|
|
(10)
|
Options
have a vesting date of 04/01/10
|
|
(11)
|
Options
have a vesting date of 04/01/11
|
|
(12)
|
Options
have a vesting date of 04/01/12
|
|
(13)
|
The
restricted stock shown in this table is based upon the award of 10,000
shares of restricted stock to Mr. Brown on November 22,
2005. The first increment of this award, in the amount of 2,000
shares, vested on March 1, 2007. Mr. Brown held 4,000 unearned,
restricted shares as of December 31, 2009; however, because the Company
did not meet the performance criteria for 2009, the fourth increment of
this award, in the amount of 2,000 shares, did not vest and was forfeited
on March 1, 2010. Because it was conclusively determined by
December 31, 2009 that such fourth increment would be forfeited, the 2,000
shares covered by such increment of this award did not represent
potentially realizable compensation to Mr. Brown at year end, and such
shares are not included in this table. The remaining increment
will vest on March 1, 2011, if the performance criteria for 2010 are
met.
|
|
(14)
|
The
restricted stock shown in this table is based upon the award of a total of
200,000 shares of restricted stock to certain officers of the Company
including Messrs. Beckham, Lewis, Ming, and Brown on July 16,
2008. Each participating officer’s restricted shares of Common
Stock will vest in varying amounts over the ten year period beginning
April 1, 2011, subject to the Company’s attainment of retained earnings
growth.
|
|
(15)
|
The
restricted stock shown in this table is based upon the grant of restricted
stock to certain employees of the Company including Messrs. Beckham,
Lewis, Ming and Brown on February 2, 2009. Each participating
employee’s restricted shares of Common Stock will vest in annual
increments of one-third beginning August 1, 2010 and continuing through
and including August 1, 2012.
|
|
(16)
|
The
restricted stock shown in this table is based upon the grant of restricted
stock to certain employees of the Company including Messrs. Beckham,
Lewis, Ming and Brown on May 1, 2009. Each participating
employee’s restricted shares of Common Stock will vest in annual
increments of one-third beginning August 1, 2010 and continuing through
and including August 1, 2012.
|
|
(17)
|
The
restricted stock shown in this table is based upon the grant of restricted
stock to certain employees of the Company including Messrs. Beckham,
Lewis, Ming and Brown on August 3, 2009. Each participating
employee’s restricted shares of Common Stock will vest in annual
increments of one-third beginning August 1, 2010 and continuing through
and including August 1, 2012.
|
|
(18)
|
The
restricted stock shown in this table is based upon the grant of restricted
stock to certain employees of the Company including Messrs. Beckham,
Lewis, Ming and Brown on November 2, 2009. Each participating
employee’s restricted shares of Common Stock will vest in annual
increments of one-third beginning August 1, 2010 and continuing through
and including August 1, 2012.
|
|
(19)
|
The
market value of shares of unvested, unearned restricted stock is equal to
the product of the closing market price of our Common Stock at the most
recent fiscal year end and the number of unvested, unearned
shares. The closing market price of our Common Stock was $12.52
on December 31, 2009.
|
21
DIRECTOR COMPENSATION
During 2009, we paid each
nonemployee director an annual retainer of $10,000 payable in quarterly
installments of $2,500. Each nonemployee director will also be paid a
fee of $1,000 per Board meeting attended in person and $500 per telephone Board
meeting. The Chairman of the Audit Committee will be paid an annual
retainer of $7,500 payable in quarterly installments of $1,875, in addition to a
$5,000 annual retainer to be paid to all members of the Audit Committee in
quarterly installments of $1,250. Audit Committee members will also
be paid a fee of $500 per Audit Committee meeting attended in person and $250
per telephone Audit Committee meeting. The Chairman of the Executive
Compensation Committee will be paid an annual retainer of $2,000 payable in
quarterly installments of $500, in addition to a $1,000 annual retainer to be
paid to all members of the Executive Compensation Committee to be paid in
quarterly installments of $250. Executive Compensation Committee
members will also be paid a fee of $500 per Executive Compensation Committee
meeting attended in person and $250 per telephone Executive Compensation
Committee meeting. Directors who are our employees do not receive
compensation for board or committee service.
The 2004 Equity Incentive Plan
permits awards of incentive stock options, nonqualified stock options,
restricted stock, stock units, performance shares, performance units and other
incentives payable in cash or in shares of Common Stock. Individuals
to whom awards may be granted include any employee, officer or director of the
Company or of any entity that is directly or indirectly controlled by the
Company. No individual director may receive in any one calendar year
awards amounting to more than 30,000 shares of our Common Stock. The
Executive Compensation Committee or Nonemployee Directors Stock Option Committee
may grant stock options to directors either in the form of incentive stock
options or nonqualified stock options, except that incentive stock options may
not be granted to nonemployee directors. The exercise price of any
shares subject to a stock option may be no less than 100% of the fair market
value of the shares on the date the stock option is granted, or 110% of such
fair market value for an incentive stock option granted to a participant who
owns, directly or indirectly, stock possessing more than 10% of the total
combined voting power of all classes of our stock or one of our parent or
subsidiary corporations. The Plan is administered by the Executive
Compensation Committee of the Board. However, with respect to
participants who are nonemployee directors, the Plan is administered by the
Nonemployee Directors Stock Option Committee of the Board. The Board
or the Executive Compensation Committee may delegate the administration of the
Plan, subject to certain limitations.
Option
grants to nonemployee directors are usually considered by the Nonemployee
Directors Stock Option Committee at the time of quarterly Board
meetings. Because those meetings usually occur before we publicly
announce our quarterly results of operations, the members of the Committee may
possess material nonpublic information when the Committee grants options to our
nonemployee directors. However, the meetings at which option grants
are considered are determined in advance, and we do not attempt to time any
option grants, or the release of earnings information, to affect the value of
any option awards or otherwise to provide any advantage to the grantees, and the
Committee does not take any positive or negative nonpublic information into
account in determining whether or in what amounts to grant
options. No options were granted to nonemployee directors in
2009.
The
following table sets forth information concerning compensation for the last
fiscal year for our nonemployee directors.
2009
DIRECTOR COMPENSATION TABLE
|
Name
|
|
Fees
Earned or Paid in Cash ($)
|
|
Option
Awards (1)
($)
|
|
Total
($)
|
James
B. Speed
|
|
15,500
|
|
--
|
|
15,500
|
Joe
D. Powers
|
|
27,500
|
|
--
|
|
27,500
|
Terry
A. Elliott
|
|
29,500
|
|
--
|
|
29,500
|
William
H. Hanna
|
|
17,750
|
|
--
|
|
17,750
|
Richard
B. Beauchamp
|
|
25,750
|
|
--
|
|
25,750
|
(1)
|
As
of December 31, 2009, the following nonemployee directors held outstanding
options to purchase the number of shares indicated: Terry A.
Elliott (750), William H. Hanna (1,500) and Richard B. Beauchamp
(1,500). Messrs. Speed and Powers had no outstanding options
under which to purchase shares.
|
22
EXECUTIVE
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Throughout
2009, the members of the Executive Compensation Committee of the Board were Joe
D. Powers (Chairman), William H. Hanna and Richard B. Beauchamp.
During
2009, none of our executive officers served as a member of the board of
directors or compensation committee (or other committee performing equivalent
functions) of any entity that had one or more executive officers serving as a
member of our Board of Directors, our executive officers, and their
affiliates.
See “Certain Transactions” for a description of certain transactions between us
and our other directors, executive officers, or their affiliates, and “Executive
Compensation – Director Compensation” for a description of compensation of the
members of the Executive Compensation Committee.
EXECUTIVE
COMPENSATION COMMITTEE REPORT
In
performing its duties, the Executive Compensation Committee, as required by
applicable rules and regulations promulgated by the SEC, issues a report
recommending to the Board of Directors that our Compensation Discussion and
Analysis be included in this Proxy Statement. The Executive Compensation
Committee Report
follows.
The Executive Compensation Committee
Report shall not be deemed to be incorporated by reference into any filing made
by us under the Securities Act or the Exchange Act, notwithstanding any general
statement contained in any such filings incorporating this Proxy Statement by
reference, except to the extent we incorporate such report by specific
reference.
We have
reviewed and discussed the Compensation Discussion and Analysis contained in
this Proxy Statement with management. Based on that review and
discussion, we have recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this Proxy Statement.
|
Executive
Compensation Committee:
|
|
Joe
D. Powers (Chairman)
|
|
Richard
B. Beauchamp
|
|
William
H. Hanna
|
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
independent registered public accounting firm utilized by us during fiscal years
2009 and 2008 was Grant Thornton LLP. Representatives of Grant
Thornton LLP are expected to be present at the Annual Meeting and will be
available to respond to appropriate questions. The representatives of
Grant Thornton LLP will have the opportunity to make a statement at the Annual
Meeting if they choose to do so.
Principal
Accounting Fees and Services
The following table presents fees for professional services rendered by our
principal accountant, Grant Thornton LLP, for the years ended December 31, 2009
and 2008 for the audit of the Company’s consolidated financial statements and
fees billed for other services rendered by Grant Thornton LLP during 2009 and
2008.
|
|
2009
|
|
|
2008
|
Audit Fees (a)
|
$
|
292,840
|
|
$
|
303,818
|
|
|
|
|
|
|
Other Fees:
|
|
|
|
|
|
Audit-Related Fees (b)
|
|
--
|
|
|
--
|
Tax Fees (c)
|
|
--
|
|
|
--
|
All Other Fees
|
|
--
|
|
|
--
|
(a)
|
Fees
and expenses for (i) the integrated audit of the consolidated financial
statements included in our Annual Reports on Form 10-K and internal
control over financial reporting; (ii) the reviews of the interim
consolidated financial information included in our Quarterly Reports on
Form 10-Q; (iii) consultations concerning financial accounting and
reporting; and (iv) reviews of documents filed with the SEC and provision
of related consents.
|
|
(b)
|
Fees
and expenses paid to our principal accountant for audit-related services
including accounting consultation.
|
(c) Fees
and expenses paid to our principal accountant for (i) tax compliance; (ii) tax
planning; and (iii) tax advice.
23
The Audit Committee selects the firm that performs the integrated audit of our
consolidated financial statements and internal control over financial reporting,
determines the compensation of that firm and pre-approves all services of any
type that firm renders to us. The Audit Committee has been informed of the
types of services Grant Thornton LLP rendered to us and has determined that, in
providing those services, it has maintained its independence as to
us. The Audit Committee has a written policy for the pre-approval of
the audit and non-audit services performed by our independent registered public
accounting firm in order to assure that the provision of such services does not
impair their independence. The Audit Committee pre-approves the
engagement terms and fees of annual audit services, and any changes in such
terms and fees resulting from changes in audit scope, our structure or other
matters. The Audit Committee may also grant pre-approval for other
audit services, audit-related services (which include assurance and related
services that are reasonably related to the audit or review of our consolidated
financial statements and that are traditionally performed by the independent
auditor) and tax services. Each pre-approval, unless earlier
withdrawn or modified by the Audit Committee, has a term of twelve months,
unless the Audit Committee specifically provides for a different
period. The pre-approval policy also contains a non-exclusive list of
prohibited non-audit services that may not be performed by our independent
registered public accounting firm, and provides that permissible non-audit
services classified as “all other services” must be separately pre-approved by
the Audit Committee. The Audit Committee did not approve any services
pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated under the
Exchange Act, which permits the waiver of the pre-approval requirements in
certain circumstances.
REPORT
OF AUDIT COMMITTEE
In
performing its duties, the Audit Committee, as required by applicable rules of
the SEC, issues a report recommending to the Board of Directors that our audited
financial statements be included in our annual report on Form 10-K, and
determines certain other matters, including the independence of our independent
registered public accounting firm. The Audit Committee Report for
2009 is set forth below.
The
Audit Committee Report shall not be deemed to be incorporated by reference into
any filing made by us under the Securities Act or the Exchange Act,
notwithstanding any general statement contained in any such filings
incorporating this proxy statement by reference, except to the extent we
incorporate such report by specific reference.
The
primary purpose of the Audit Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities relating to the quality and integrity
of the Company’s financial reports and financial reporting processes and systems
of internal controls over financial reporting. The Company’s
management has primary responsibility for the Company’s financial statements and
the overall reporting process, including maintenance of the Company’s system of
internal controls. The Company retains an independent registered
public accounting firm, which is responsible for conducting an independent audit
of the Company’s financial statements, the effectiveness of management’s
assessment of internal controls over financial reporting, and the effectiveness
of internal controls over financial reporting in accordance with the standards
of the Public Company Accounting Oversight Board (United States) and issuing
reports thereon.
In
performing its duties, the Audit Committee has discussed the Company’s financial
statements, management’s assessment of internal controls over financial
reporting, and the effectiveness of internal controls over financial reporting
with management and the Company’s independent registered public accounting firm
and, in issuing this report, has relied upon the responses and information
provided to the Audit Committee by management and such accounting
firm. For the fiscal year ended December 31, 2009, the Audit
Committee (i) reviewed and discussed the audited financial statements,
management’s assessment of internal controls over financial reporting, and the
effectiveness of internal controls over financial reporting with management and
Grant Thornton LLP, the Company’s independent registered public accounting firm;
(ii) discussed with the independent registered public accounting firm the
matters required to be disclosed by Statement on Auditing Standards No. 61,
Communication with Audit
Committees, as amended; (iii) received and discussed with the independent
registered public accounting firm the written disclosures and the letter from
such accounting firm required by Independence Standards Board Statement No. 1,
Independence Discussions with
Audit Committees, as amended; and (iv) has discussed with the
independent registered public accounting firm its independence. The Audit
Committee met with representatives of the independent registered public
accounting firm without management or other persons present four times during
2009.
24
Based
on the foregoing reviews and meetings, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in the
Annual Report on Form 10-K for the fiscal year ended December 31, 2009, for
filing with the SEC.
|
Audit Committee:
|
|
Terry A. Elliott
(Chairman)
|
|
Joe D. Powers
|
|
Richard B.
Beauchamp
|
CORPORATE
GOVERNANCE AND RELATED MATTERS
We are
committed to conducting our business in accordance with the highest ethical
standards. As part of that commitment, the Board has adopted a Code
of Business Conduct and Ethics (“Code of Ethics”) applicable to all directors,
officers and employees, which sets forth the conduct and ethics expected of all
our affiliates and employees, a copy of which is available at our Internet
address http://www.usa-truck.com under the “Corporate Governance” tab of the
“Investors” menu. In addition, any amendments to, or waivers of, any
provision of the Code of Ethics that apply to our principal executive,
financial, and accounting officers, or persons performing similar functions,
will be posted at that same location on our website.
We
adopted a Policy Statement and Procedures for Reporting of Violations and
Complaints (“Whistleblower Policy”), a copy of which is available at our
Internet address http://www.usa-truck.com under the “Corporate Governance” tab
of the “Investors” menu. The Whistleblower Policy is intended to
create a workplace environment that encourages open and honest communication and
to hold USA Truck and our personnel, including senior management, accountable
for adhering to our ethical standards. The Whistleblower Policy
establishes procedures for any person to report violations by us or any of our
personnel of our Code of Ethics or any laws, rules or regulations without fear
of retaliation. The Whistleblower Policy also contains special
procedures for submission by employees of confidential, anonymous complaints
involving our accounting practices and internal accounting
controls.
We also
adopted a Stockholder Communications with Directors Policy, which describes the
manner in which stockholders can send communications to the Board and sets forth
our policy regarding Board members’ attendance at annual meetings of
stockholders. This Policy is available at our Internet address
http://www.usa-truck.com under the “Corporate Governance” tab of the “Investors”
menu.
CERTAIN
TRANSACTIONS
We have a
long-standing written policy of not making loans to our officers, directors or
affiliates. Our policy further prohibits entering into leases, equipment
purchase agreements or other contracts with our officers, directors or
affiliates unless the Board, and the disinterested members of the Board, so
approve upon the Audit Committee’s recommendation, after the Audit Committee has
determined that the transaction is reasonable, in the best interest of USA Truck
and on terms no less favorable than could be obtained from an unrelated third
party.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)
of the Exchange Act requires our officers and directors, and persons who own
more than 10% of a registered class of our equity securities, to file reports of
ownership and changes in ownership with the SEC. Officers, directors, and
greater than 10% stockholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. Based solely upon a
review of the copies of such forms furnished to us, we believe that, with the
exception of filings described below, none of our officers, directors, and
greater than 10% beneficial owners failed to file on a timely basis the reports
required by Section 16(a). The exception is Garry R. Lewis who
inadvertently failed to timely report one transaction related to the exercise of
stock options.
STOCKHOLDER
PROPOSALS
Our 2011
Annual Meeting is tentatively scheduled to be held during the first week of May
2011. SEC rules provide that to be considered for inclusion in the
proxy material for an annual meeting, stockholder proposals, including proposals
nominating persons for election to the Board, must be received at our principal
executive offices no later than 120 days prior to the date of our proxy
statement released to stockholders in connection with the previous year’s annual
meeting. Accordingly, proposals submitted for inclusion in the proxy
statement relating to the 2011 Annual Meeting must be received by us no later
than December 8, 2010. Any such proposal must be set forth in a
notice containing certain information specified in the rules. The
rules also provide that, to be eligible to submit such a proposal, a stockholder
must be the record or beneficial owner of at least 1% or $2,000 in market value
of the shares of stock entitled to be voted at the annual meeting and must have
held such shares for at least one year. If the date of the 2010
Annual Meeting is changed by more than 30 calendar days from the date
contemplated by this paragraph, a stockholder proposal must, to be considered
for inclusion, be received by us within a reasonable amount of time before the
Company begins to print and send its proxy materials to
stockholders. The SEC’s rules allow us to exclude from our proxy
materials stockholder proposals that relate to certain types of matters or that
are submitted under certain circumstances.
25
Our
bylaws and Nominating Committee charter contain requirements substantially
identical to the requirements of the SEC’s rules described above, but relating
to the submission of stockholder proposals, including proposals for the
nomination of persons for election as directors, for inclusion on the agenda for
action at an annual meeting of our stockholders. To be eligible to
submit such a proposal, a stockholder must be the record or beneficial owner of
at least 1% or $1,000 in market value of the shares of stock entitled to be
voted at the annual meeting and must have held such shares for at least one
year. Proposals submitted for inclusion on the agenda for action at
the 2011 Annual Meeting must be received by us no later than December 8,
2010. Any such proposal must be set forth in a notice containing
certain information specified in our bylaws and Nominating Committee
charter.
26
STOCKHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN, DATE AND RETURN
PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO
ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.
By
Order of the Board of Directors
J.
RODNEY MILLS
Secretary
April 7,
2010
Upon
written request of any stockholder, the Company will furnish, without charge, a
copy of the Company’s 2009 Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission, including the financial statements and
schedules thereto. The written request should be sent to J. Rodney
Mills, Secretary of the Company, at the Company’s executive offices, 3200
Industrial Park Road, Van Buren, Arkansas 72956. The written request
must state that as of March 8, 2010, the person making the request was a
beneficial owner of shares of the Common Stock of the Company.
27
X
|
PLEASE
MARK VOTES
|
REVOCABLE
PROXY
|
|
AS
IN THIS EXAMPLE
|
USA
TRUCK, INC.
|
|
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS MAY 5, 2010
|
|
|
For
All
|
|
With-hold
All
|
|
For
All
Except
|
1. Election
of two (2) Class III directors for a term of office expiring at the 2013
Annual Meeting of Stockholders
|
|
|
|
|
|
|
The
stockholder of record hereby appoints ROBERT M. POWELL and CLIFTON R.
BECKHAM, and either of them, with full power of substitution, as Proxies
for the stockholder, to attend the Annual Meeting of the Stockholders of
USA Truck, Inc. (the “Company”), to be held on May 5, 2010, at 10:00 a.m.,
Central Time, and any adjournments thereof, and to vote all shares of the
common stock of the Company that the stockholder is entitled to vote upon
each of the matters referred to in this Proxy and, at their discretion,
upon such other matters as may properly come before this
meeting.
|
|
|
|
|
|
|
|
|
Robert
M.
Powell
James B. Speed
|
|
|
INSTRUCTION:
To withhold authority to vote for any individual nominee, mark “For All
Except” and write that nominee’s name in the space provided
below.
|
|
|
|
|
Please
be sure to date and sign this proxy card in the box below.
|
Date ________________________ |
THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED
HEREIN BY THE UNDERSIGNED STOCKHOLDER WITH RESPECT TO ANY MATTER TO BE
VOTED UPON. IF NO SPECIFICATION IS MADE, THE PROXIES WILL VOTE THESE
SHARES FOR THE ELECTION OF THE NAMED NOMINEES. THE PROXIES WILL VOTE IN
THEIR SOLE DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
This
Proxy, when properly executed, will be voted in the manner directed herein
by the stockholder of record. If no direction is made, this
Proxy will be voted FOR all Proposals.
The
stockholder acknowledges receipt of the Notice and Proxy Statement for the
2010 Annual Meeting of Stockholders and the annual report to stockholders
for the year ended December 31, 2009.
(Please
sign exactly as name(s) appear(s) at left. If stock is in the name of two
or more persons, each should sign. Persons signing as attorney, executor,
administrator, trustee, guardian or other fiduciary, please give full
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.)
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Sign
above
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Detach
above card, sign, date and mail in postage paid envelope provided.
SECRETARY
USA
TRUCK, INC.
3200
Industrial Park Road, Van Buren, Arkansas 72956
PLEASE
SIGN, DATE, AND RETURN THIS
PROXY
AS SOON AS POSSIBLE.
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IF YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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ON-LINE
ANNUAL MEETING MATERIALS:
http://www.cfpproxy.com/4887
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