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(X)
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No fee required
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( )
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Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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N/A
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(2)
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Title of each class of securities to which transaction applies:
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N/A
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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N/A
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(4)
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Proposed maximum aggregate value of transaction:
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N/A
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(5)
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Total fee paid:
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N/A
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( )
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Fee paid previously with preliminary materials
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N/A
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( )
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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N/A
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(2)
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Form, Schedule or Registration Statement No.:
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N/A
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(3)
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Filing Party:
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N/A
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(4)
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Date Filed:
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N/A
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1.
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To consider and act upon a proposal to elect seven (7) directors of the Company.
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2.
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Ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018.
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3.
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To conduct an advisory, non-binding vote on the Company's executive compensation.
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4.
|
To consider and act upon such other matters as may properly come before the Annual Meeting and any adjournment thereof.
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|
By Order of the Board of Directors,
|
|
/s/ Michael J. Gerdin
|
|
Michael J. Gerdin
|
|
Chairman of the Board
|
|
North Liberty, Iowa 52317
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|
March 30, 2018
|
|
|
|
|
GENERAL INFORMATION
|
PROXY STATEMENT
|
•
|
Election of directors
|
•
|
Ratification of the independent registered public accounting firm for 2018
|
•
|
An advisory, non binding vote, on executive compensation
|
•
|
fill out the enclosed
voter instruction form or proxy card
, sign it, and mail it in the enclosed postage-paid envelope;
|
•
|
vote by
Internet
(if available, instructions are on the voter instruction form, proxy card, or Notice); or
|
•
|
vote by
telephone
(if available, instructions are on the voter instruction form, proxy card, or Notice).
|
•
|
revoking it by written notice to Chris Strain, our Secretary, at the address on the cover of this Proxy Statement;
|
•
|
delivering a later-dated proxy (including a telephone or Internet vote); or
|
•
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voting in person at the meeting.
|
ANNUAL REPORT
|
NAME
|
AGE
|
POSITION
|
DIRECTOR SINCE
|
Michael J. Gerdin
|
48
|
Chairman of the Board, Chief Executive Officer, President and Director
|
1996
|
Dr. Benjamin J. Allen
|
71
|
Director
|
1995
|
James G. Pratt
|
69
|
Director
|
2006
|
Dr. Tahira K. Hira
|
74
|
Director
|
2011
|
Larry J. Gordon
|
74
|
Director
|
2013
|
Brenda S. Neville
|
55
|
Director
|
2017
|
Michael J. Sullivan
|
65
|
Nominee for Director
|
-
|
•
|
the proposed nominee's name, qualifications, and the reason for such recommendation;
|
•
|
the name and record address of the stockholder(s) proposing such nominee;
|
•
|
the number of shares of our common stock that are beneficially owned by such stockholder(s); and
|
•
|
a description of any financial or other relationship between the stockholder(s) and such nominee or between the nominee and the Company including any of our subsidiaries.
|
|
By the Members of the Compensation Committee:
|
|
|
Dr. Benjamin J. Allen (Chairman)
|
|
|
James G. Pratt
|
|
|
Dr. Tahira K. Hira
|
|
|
|
Brenda S. Neville
|
NAME
|
AGE
|
POSITION
|
Michael J. Gerdin
|
48
|
Chairman of the Board, Chief Executive Officer, President and Director
|
John P. Cosaert
|
70
|
Executive Vice President of Finance, Treasurer and Chief Financial Officer (retired from officer positions on November 1, 2017)
|
Kent D. Rigdon
|
54
|
Vice President of Sales
|
Christopher A. Strain
|
43
|
Vice President of Finance, Treasurer, Chief Financial Officer, and Secretary (November 1, 2017 - present)
|
Todd A. Trimble
|
47
|
Vice President of Midwestern Operations
|
K. Eric Eickman
|
46
|
Vice President of Information Technology
|
•
|
conservative pay policy with total Named Executive Officer and director compensation positioned below the industry;
|
•
|
annual say-on-pay votes;
|
•
|
a low Chief Executive Officer Pay Ratio
|
•
|
compensation designed to discourage short-term risk taking at the expense of long-term results;
|
•
|
conservative use of equity grants, with no increases in number of shares authorized for grant under our equity incentive plan since inception of the plan in 2011;
|
•
|
no employment contracts with executives;
|
•
|
no severance obligations to Named Executive Officers;
|
•
|
no tax gross-ups;
|
•
|
no excessive perquisites for executives; and
|
•
|
no re-pricing or back-dating of stock options or similar awards.
|
•
|
attract and retain well-qualified executives who will lead us and inspire superior performance;
|
•
|
provide incentives for achievement of consolidated goals and individual performance;
|
•
|
provide incentives for achievement of long-term stockholder return;
|
•
|
align the interests of management with those of the stockholders to encourage continuing increases in stockholder value; and
|
•
|
reward executive officers for creation of stockholder value, contributions to the consolidated financial performance, individual performance, and years of experience.
|
•
|
more closely align executive officer and stockholder interests;
|
•
|
reward key employees for building stockholder value; and
|
•
|
encourage long-term investment in the Company.
|
Name and Principal Position
|
Previous Annualized Salary ($)
|
New Annualized Salary ($)
|
Increase ($)
|
Michael J. Gerdin, Chief Executive Officer, Chairman, President, and Director
(1)
|
630,000
|
680,000
|
50,000
|
Kent D. Rigdon, Vice President of Sales
(2)
|
221,000
|
234,000
|
13,000
|
Christopher A. Strain, Vice President of Finance, Treasurer, Chief Financial Officer, and Secretary
(2)
(effective November 1, 2017)
|
180,180
|
235,000
|
54,820
|
Todd A. Trimble, Vice President of Operations
(2)
|
151,580
|
160,004
|
8,424
|
K. Eric Eickman, Vice President of Information Technology
(2)
|
140,400
|
147,420
|
7,020
|
(1)
|
Increase effective in May 2017.
|
(2)
|
Increases effective in November 2017.
|
Name
|
Value of Accelerated Restricted Stock ($)
|
Value of Accelerated Contributions to Non-Qualified Deferred Compensation Plan ($)
(1)
|
Michael J. Gerdin
|
—
|
124,800
|
John P. Cosaert
|
—
|
1,827,947
|
Kent D. Rigdon
|
29,175
|
262,240
|
Christopher A. Strain
|
116,700
|
218,462
|
Todd A. Trimble
|
—
|
191,889
|
K. Eric Eickman
|
—
|
16,874
|
(1)
|
This column represents the aggregate vested and unvested deferred compensation account balance at December 31, 2017.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Stock Awards ($)
(1)
|
All Other Compensation ($)
|
Total
($)
|
Michael J. Gerdin, Chief Executive Officer, Chairman, President and Director
|
2017
|
662,071
|
—
|
—
|
662,071
|
2016
|
610,234
|
—
|
—
|
610,234
|
|
2015
|
557,212
|
—
|
—
|
557,212
|
|
John P. Cosaert, Executive Vice President of Finance, Treasurer and Chief Financial Officer *
|
2017
|
295,990
|
—
|
—
|
295,990
|
2016
|
301,620
|
—
|
—
|
301,620
|
|
2015
|
294,470
|
—
|
—
|
294,470
|
|
Kent D. Rigdon, Vice President of Sales
|
2017
|
222,750
|
—
|
9,699
(2)
|
232,499
|
2016
|
211,940
|
—
|
8,094
(2)
|
220,034
|
|
2015
|
206,250
|
—
|
—
|
206,250
|
|
Christopher A. Strain, Vice President of Finance, Treasurer, Chief Financial Officer, and Secretary **
|
2017
|
187,560
|
114,900
|
—
|
302,460
|
2016
|
168,080
|
—
|
—
|
168,080
|
|
2015
|
161,200
|
—
|
—
|
161,200
|
|
Todd A. Trimble, Vice President of Midwestern Operations
|
2017
|
152,594
|
—
|
5,319
(2)
|
157,913
|
2016
|
146,520
|
—
|
21,674
(2)
|
168,194
|
|
K. Eric Eickman, Vice President of Information Technology
|
2017
|
141,565
|
—
|
—
|
141,565
|
|
|
|
|
|
(1)
|
This column represents the aggregate grant date fair value of restricted stock grants computed in accordance with the Financial Accounting Standards Board authoritative guidance on stock-based compensation, FASB ASC Topic 718. The amount reflects the accounting expense to be recognized over the vesting period of the restricted stock award, and does not necessarily correspond to the actual value that will be recognized by the Named Executive Officer.
|
(2)
|
Amounts reflect payments made under our tuition award program as discussed in the Compensation Discussion and Analysis.
|
*
|
Retired as Executive Vice President of Finance, Treasurer and Chief Financial Officer on November 1, 2017.
|
**
|
Effective November 1, 2017 became Vice President of Finance, Treasurer, Chief Financial Officer, and Secretary. Mr. Strain was previously Vice President, Controller and Secretary.
|
Name
|
Grant Date
|
All Other Stock Awards: Number of Shares of Stock (#)
(1)
|
Grant Date Fair Value of Stock & Option Awards ($)
(2)
|
|
Michael J. Gerdin
|
—
|
—
|
—
|
|
John P. Cosaert
|
—
|
—
|
—
|
|
Kent D. Rigdon
|
—
|
—
|
—
|
|
Christopher A. Strain
|
December 20, 2017
|
5,000
|
114,900
|
|
Todd A. Trimble
|
—
|
—
|
—
|
|
K. Eric Eickman
|
—
|
—
|
—
|
(1)
|
Represents the number of shares under new awards granted during 2017. One quarter of the shares underlying this grant, or 1,250 shares, vested on January 1, 2018 upon Mr. Strain’s continued employment through that date. Subject to the terms and conditions of the award notice, the remainder of the shares underlying this grant will vest in three equal installments on January 1, 2019, January 1, 2020, and January 1, 2021.
|
(2)
|
This column represents the aggregate grant date fair value of restricted stock grants computed in accordance with the Financial Accounting Standards Board authoritative guidance on stock-based compensation, FASB ASC Topic 718. The amount reflects the accounting expense to be recognized over the vesting period of the restricted stock award, and does not necessarily correspond to the actual value that will be recognized by the Named Executive Officer. The amount was determined based on the market closing price of the stock on the December 20, 2017 grant date, which was $22.98 per share.
|
|
Stock Awards
|
||
Name
|
Stock Award Grant Date
|
Number of Shares of Stock That Have Not Vested
|
Market Value of Shares of Stock That Have Not Vested ($)
(3)
|
Michael J. Gerdin
|
—
|
—
|
—
|
John P. Cosaert
|
—
|
—
|
—
|
Kent D. Rigdon
|
December 15, 2014
|
1,250
(1)
|
29,175
|
Christopher A. Strain
|
December 20, 2017
|
5,000
(2)
|
116,700
|
Todd A. Trimble
|
—
|
—
|
—
|
K. Eric Eickman
|
—
|
—
|
—
|
(1)
|
Remaining stock award granted in 2014 will vest on June 1, 2018.
|
(2)
|
Stock award granted in 2017 which vests in four equal installments on January 1, 2018, January 1, 2019, January 1, 2020, and January 1, 2021, respectively
|
(3)
|
Market value of unvested stock awards was based on the market closing price of our stock on December 29, 2017, the last trading day of 2017, which was $23.34 per share.
|
|
Stock Awards
|
|
Name
|
Number of Shares Acquired on Vesting (#)
|
Value Realized on Vesting ($)
|
Michael J. Gerdin
|
—
|
—
|
John P. Cosaert
|
—
|
—
|
Kent D. Rigdon
(1)
|
1,250
|
24,438
|
Christopher A. Strain
|
—
|
—
|
Todd A. Trimble
|
—
|
—
|
K. Eric Eickman
|
—
|
—
|
(1)
|
Represents restricted stock award vested on June 1, 2017, upon achieving service requirements. The value realized on vesting was based on the closing price of $19.55 on the June 1, 2017 vesting date.
|
Name
|
Executive Contributions in 2017
($)
(1)
|
Aggregate Earnings in 2017 ($)
(1)
|
Aggregate Balance at December 31, 2017 ($)
(2)
|
Michael J. Gerdin
|
—
|
11,366
|
124,800
|
John P. Cosaert
|
147,000
|
166,817
|
1,827,947
|
Kent D. Rigdon
|
15,600
|
42,685
|
262,240
|
Christopher A. Strain
|
20,516
|
37,804
|
218,462
|
Todd A. Trimble
|
11,440
|
29,360
|
191,889
|
K. Eric Eickman
|
—
|
2,661
|
16,874
|
(1)
|
Amounts reported in this column are not reported as compensation for 2017 in the Summary Compensation Table.
|
(2)
|
Amounts reported in this column were not reported as compensation in the Summary Compensation Table for previous years, except for amounts attributable to employer discretionary contributions. No such contributions were made in 2017.
|
Name
|
Fees Earned or Paid in Cash ($)
|
Total ($)
|
Dr. Benjamin J. Allen
|
55,500
|
55,500
|
James G. Pratt
|
60,500
|
60,500
|
Dr. Tahira K. Hira
|
55,971
|
55,971
|
Larry J. Gordon
|
45,738
|
45,738
|
Brenda S. Neville (joined in January 2017)
|
44,611
|
44,611
|
Lawrence D. Crouse (resigned in February 2017)
|
5,222
|
5,222
|
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
|
||||
Title of Class
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of Class
|
|
|
Michael J. Gerdin, Chief Executive Officer, Chairman, President and Director
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
34,633,136
(1)
|
41.6%
|
|
|
Dr. Benjamin J. Allen, Director
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
1,595
|
*
|
|
|
Brenda S. Neville, Director
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
—
|
—
|
|
|
James G. Pratt, Director
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
3,000
|
*
|
|
|
Dr. Tahira K. Hira, Director
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
—
|
—
|
|
|
Larry J. Gordon, Director
|
|
|
|
Common Stock
|
277 Stewart Road SW, Pacific, Washington 98047
|
381,547
|
*
|
|
|
Michael J. Sullivan, Nominated Director
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
5,602
(2)
|
*
|
|
|
John P. Cosaert, Executive Vice President of Finance, Treasurer, and Chief Financial Officer (retired as of November 1, 2017)
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
57,668
|
*
|
|
|
Kent D. Rigdon, Vice President of Sales
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
3,145
|
*
|
|
|
Christopher A. Strain, Vice President of Finance, Treasurer, Chief Financial Officer, and Secretary
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
14,175
|
*
|
|
|
Todd A. Trimble, Vice President of Midwestern Operations
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
12,100
|
*
|
|
|
K. Eric Eickman, Vice President of Information Technology
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
4,192
|
*
|
|
|
Angela K. Janssen
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
25,057,139
(3)
|
30.1%
|
|
|
Julie J. Durr
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
25,049,326
(4)
|
30.1%
|
|
|
American Century Investment Management, Inc.
|
|
|
|
Common Stock
|
4500 Main Street, 9th Floor, Kansas City, Missouri 64111
|
8,857,635
(5)
|
10.6%
|
|
|
Ann S. Gerdin
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
11,831,856
(6)
|
14.2%
|
|
|
Ann S. Gerdin Revocable Trust
|
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
11,831,856
(7)
|
14.2%
|
|
|
2009 Gerdin Heartland Trust, UTA July 15, 2009
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
7,494,117
|
9.0%
|
|
ArrowMark Colorado Holdings LLC
|
|
|
Common Stock
|
100 Fillmore Street, Suite 325, Denver, Colorado 80206
|
7,016,174
(8)
|
8.4%
|
|
BlackRock, Inc.
|
|
|
Common Stock
|
55 East 52nd Street, New York, New York 10055
|
6,278,539
(9)
|
7.5%
|
|
2007 Gerdin Heartland Trust
|
|
|
Common Stock
|
901 North Kansas Avenue, North Liberty, Iowa 52317
|
5,003,805
|
6.0%
|
|
The Vanguard Group, Inc.
|
|
|
Common Stock
|
100 Vanguard Blvd., Malvern, Pennsylvania 19355
|
4,349,773
(10)
|
5.2%
|
|
All directors, nominated director, and executive officers as a group
|
|
|
Common Stock
|
(12 individuals)
|
35,116,160
|
42.1%
|
*
|
Less than one percent (1%)
|
(1)
|
Includes (i) 9,583,810 shares of common stock owned by grantor retained annuity trusts established by Ann S. Gerdin, the mother of Mr. Michael Gerdin (the "GRATS"), of which Mr. Michael Gerdin is trustee, (ii) 38,424 shares owned by four trusts established for the benefit of Mr. Michael Gerdin's children, of which Mr. Michael Gerdin is trustee (the "Michael Gerdin Children’s Trusts"), (iii) 1,936,276 shares of common stock owned by Gerdin Family Investments, LP ("GFI"), of which Mr. Michael Gerdin is a co-general partner, (iv) 681,124 shares of common stock owned directly by Mr. Michael Gerdin, (v) 5,003,805 shares of common stock owned by the 2007 Gerdin Heartland Trust (the "2007 Trust"), of which Mr. Michael Gerdin is a co-trustee, (vi) 7,494,117 shares of common stock owned by the 2009 Gerdin Heartland Trust, UTA July 15, 2009 (the "2009 Trust"), of which Mr. Michael Gerdin is a co-trustee, and (vii) 9,895,580 shares of common stock owned by the Ann S. Gerdin Revocable Trust (the "Ann Gerdin Trust," and with the 2007 Trust and the 2009 Trust collectively, the "Heartland Trusts"), of which Mr. Michael Gerdin is a co-trustee. As the trustee of the GRATS and the Michael Gerdin Children’s Trusts, Mr. Michael Gerdin has sole voting and dispositive power of all shares owned by the GRATS and the Michael Gerdin Children’s Trusts. Mr. Michael Gerdin has no pecuniary interest in any of the shares owned by the GRATS or the Michael Gerdin Children’s Trusts, other than an indirect remainder interest in the GRATS, if any, and disclaims beneficial ownership over such shares. Mr. Michael Gerdin disclaims beneficial ownership of the shares owned by the Heartland Trusts, because as one of three co-trustees of the 2007 Trust and the 2009 Trust, and one of four co-trustees of the Ann Gerdin Trust, he does not have the power to vote or dispose of those shares without the consent of the other co-trustees. Mr. Michael Gerdin disclaims beneficial ownership of the shares owned by GFI, because as one of the co-general partners, he does not have the power to vote or dispose of those shares without the consent of the majority of the other co-general partners.
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(2)
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All shares of common stock are owned jointly by Mr. Sullivan and his wife, except for 2,200 shares that are held in a Trust which Mr. Sullivan's wife is trustee.
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(3)
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Includes (i) 38,424 shares owned by four trusts established for the benefit of Ms. Janssen's children, of which Ms. Janssen is trustee (the "Janssen Children’s Trusts"), (ii) 1,936,276 shares of common stock owned by GFI, of which Ms. Janssen is a co-general partner, (iii) 681,124 shares of common stock owned directly by Ms. Janssen, (iv) 5,003,805 shares of common stock owned by the 2007 Trust, of which Ms. Janssen is a co-trustee, (v) 7,494,117 shares of common stock owned by the 2009 Trust, of which Ms. Janssen is a co-trustee, (vi) 9,895,580 shares of common stock owned by the Ann Gerdin Trust, of which Ms. Janssen is a co-trustee, and (vii) 7,813 shares owned by Ms. Janssen's husband. Ms. Janssen has sole voting power and dispositive power over shares owned by the Janssen Children’s Trusts, but has no pecuniary interest in such shares and disclaims beneficial ownership. Ms. Janssen disclaims beneficial ownership of the shares owned by the Heartland Trusts, because as one of three co-trustees of the 2007 Trust and the 2009 Trust, and one of four co-trustees of the Ann Gerdin Trust, she does not have the power to vote or dispose of those shares without the consent of the other co-trustees. Ms. Janssen disclaims beneficial ownership of the shares owned by GFI, because as one of the co-general partners, she does not have the power to vote or dispose of those shares without the consent of the majority of the other co-general partners.
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(4)
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Includes (i) 38,424 shares owned by four trusts established for the benefit of Ms. Durr's children, of which Ms. Durr is trustee (the "Durr Children’s Trusts"), (ii) 1,936,276 shares of common stock owned by GFI, of which Ms. Durr is a co-general partner, (iii) 681,124 shares of common stock owned directly by Ms. Durr, (iv) 5,003,805 shares of common stock owned by the 2007 Trust, of which Ms. Durr is a co-trustee, (v) 7,494,117 shares of common stock owned by the 2009 Trust, of which Ms. Durr is a co-trustee, and (vi) 9,895,580 shares of common stock owned by the Ann Gerdin Trust, of which Ms. Durr is a co-trustee. Ms. Durr has sole voting power and dispositive power over shares owned by the Durr Children’s Trusts, but has no pecuniary interest in such shares and disclaims beneficial ownership. Ms. Durr disclaims beneficial ownership of the shares owned by the Heartland Trusts, because as one of three co-trustees of the 2007 Trust and the 2009 Trust, and one of four co-trustees of the Ann Gerdin Trust, she does not have the power to vote or dispose of those shares without the consent of the other co-trustees. Ms. Durr disclaims beneficial ownership of the shares owned by GFI, because as one of the co-general partners, she does not have the power to vote or dispose of those shares without the consent of the majority of the other co-general partners.
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(5)
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American Century Investment Management, Inc. has sole voting power over 8,743,547 shares and sole dispositive power over 8,857,635 shares; American Century Companies, Inc. has sole voting power over 8,743,547 shares and sole dispositive power over 8,857,635 shares; American Century Capitol Portfolios, Inc. has sole voting power over 6,088,822 shares and sole dispositive power over 6,088,822 shares; and Stowers Institute for Medical Research has sole voting power over 8,743,547 shares and sole dispositive power over 8,857,635 shares. Information for the foregoing beneficial owners is based solely upon the Schedule 13G filed with the SEC on March 2, 2018 jointly by American Century Companies, Inc., American Century Capitol Portfolios, Inc., American Century Investment Management, Inc., and Stowers Institute for Medical Research.
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(6)
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Includes (i) 9,895,580 shares of common stock owned by the Ann Gerdin Trust and (ii) 1,936,276 shares of common stock owned by GFI, of which the Ann Gerdin Trust is a co-general partner. Beneficial ownership is disclaimed except to the extent of the beneficial owner’s pecuniary interest. As co-general partner of GFI, the Ann Gerdin Trust has shared voting and dispositive power over the shares owned by GFI. Beneficial ownership is disclaimed, because as one of the co-general partners, the Ann Gerdin Trust does not have the power to vote or dispose of those shares without the consent of one other co-general partner.
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(7)
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Includes (i) 9,895,580 shares of common stock owned by the Ann Gerdin Trust and (ii) 1,936,276 shares of common stock owned by GFI, of which the Ann Gerdin Trust is a co-general partner. Beneficial ownership is disclaimed except to the extent of the beneficial owner’s pecuniary interest. As co-general partner of GFI, the Ann Gerdin Trust has shared voting and dispositive power over the shares owned by GFI. Beneficial ownership is disclaimed, because as one of the co-general partners, the Ann Gerdin Trust does not have the power to vote or dispose of those shares without the consent of one other co-general partner.
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(8)
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ArrowMark Colorado Holdings LLC has sole voting power over 7,016,174 shares and sole dispositive power over 7,016,174 shares. Information for the foregoing beneficial owners is based solely upon the Schedule 13G filed with the SEC on February 9, 2018.
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(9)
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BlackRock, Inc. has sole voting power over 6,172,613 shares and sole dispositive power over 6,278,539 shares. Information for BlackRock, Inc. is based solely upon the Schedule 13G filed with the SEC on January 25, 2018.
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(10)
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The Vanguard Group, Inc. has sole voting power over 90,064 shares, shared voting power over 5,700 shares, sole dispositive power over 4,256,609 shares and shared dispositive power over 93,164 shares. Information for The Vanguard Group, Inc. is based solely upon the Schedule 13G filed with the SEC on February 8, 2018.
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Description
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Amount paid (received) (in millions)
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Payments for tractor purchases
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$—
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Receipts for tractor sales
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—
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Receipts for trailer sales
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—
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Revenue equipment lease payments
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—
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Payments for parts and services
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0.7
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Terminal lease payments
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1.6
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Terminal lease purchase option payment
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Total
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$2.3
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2017
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2016
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Audit Fees
(1)
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$807,589
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$409,100
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Audit-Related Fees
(2)
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13,000
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27,000
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Tax Fees
(3)
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13,200
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12,600
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All Other Fees
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—
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—
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Total
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$833,789
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$448,700
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(1)
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Audit Fees represent fees billed for professional services rendered by the principal independent registered public accounting firm for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q, audits of internal controls over financial reporting, or services that are normally provided by such accountant in connection with statutory or regulatory filings or engagements for those fiscal years. These fees are inclusive of audit fees related to the acquisition of Interstate Distributor Co.
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(2)
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Audit-Related Fees for 2017 and 2016 include fees of $13,000 and $27,000, respectively, associated with the Heartland Express, Inc. of Iowa 401(k) plan for 2017 and 2016 and GTI 401(k) plan for 2016.
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(3)
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Tax Fees represent fees paid for professional services rendered by the principal independent accountant for tax compliance, tax advice, and tax planning.
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By the Members of the Audit Committee:
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James G. Pratt, Chairman
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Dr. Benjamin J. Allen
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Dr. Tahira K. Hira
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By order of the Board of Directors
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/s/ Michael J. Gerdin
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Michael J. Gerdin
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Chairman of the Board
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March 30, 2018
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North Liberty, Iowa
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
Customers
Customer name | Ticker |
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Landstar System, Inc. | LSTR |
Sysco Corporation | SYY |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
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