Hub Group, Inc.: board changes and bylaw amendments

What happened

• Hub Group, Inc. filed an 8-K reporting that the DPY Stockholders and certain affiliated trusts executed a written consent on Oct 1, 2026 to remove Michael Flannery, Peter McNitt, and Gary Yablon as directors, to amend and restate the company’s bylaws, and to appoint Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik, and Thomas M. White as directors, each effective Oct 1, 2026. The company issued a press release on Oct 2, 2026 in connection with the DPY Stockholder Consent.

Key details

• The DPY Stockholders act was taken by written consent under Section 228 of the Delaware General Corporation Law and the DPY Stockholders include the parties to the DPY Stockholders’ Agreement dated Feb 22, 2023; two additional DPY trusts joined in the consent.
• Mary H. Boosalis, Jenell Ross, and Martin P. Slark resigned from the board, effective Oct 1, 2026; the board intends to appoint a new lead independent director and reconstitute standing committees.
• The Second Amended and Restated Bylaws became effective Oct 1, 2026 and include provisions that, in non-contested director elections, directors are elected by a majority of votes cast and that vacancies and newly created directorships are to be filled exclusively by holders of shares representing a majority of the votes entitled to elect directors.
• The filing states the company is a “controlled company” under Nasdaq Listing Rule 5615(c) because the DPY Stockholders hold more than 50% of combined voting power, and that the company does not intend to rely on the controlled company exemptions for certain governance matters and will continue to comply with audit committee requirements.

Why it may matter

• The 8-K reports Item 5.02 (departure and election of directors), Item 5.03 (amendments to bylaws), Item 5.07 (matters submitted to a vote of security holders by written consent), and Item 7.01 (Regulation FD press release). This filing does not show why the insider traded or why the company acted.