Attached files
| file | filename |
|---|---|
| EX-99.1 CHARTER - PRESS RELEASE - FROZEN FOOD EXPRESS INDUSTRIES INC | exh.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report:
(Date of
earliest event reported)
January
15, 2010
(Exact
Name of Registrant as Specified in its Charter)
|
Texas
(State
or Other Jurisdiction of Incorporation)
|
1-10006
COMMISSION
FILE NUMBER
|
75-1301831
(IRS
Employer Identification No.)
|
|
1145
Empire Central Place
Dallas,
Texas 75247-4309
(Address
of Principal Executive Offices)
|
(214)
630-8090
(Registrant's
telephone number, including area
code)
|
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
|
|
|
r
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
r
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
r
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
r
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
|
|
(b)
(c) On January 15, 2010, Frozen Food Express Industries, Inc. (the
“Company”) announced that S. Russell Stubbs, age 46, has been promoted to
President of the Company and FFE Transportation Services, Inc., a
wholly-owned subsidiary of the company. John T. Hickerson, age
58, has been promoted to Executive Vice President and Chief Operating
Officer of the Company. In connection with these promotions,
Stoney M. Stubbs Jr. has resigned as President of the Company, effective
January 15, 2010, but will continue in the role of Chairman and Chief
Executive Officer. A copy of the press release announcing the
executive promotions is furnished, but not filed, with the Commission as
Exhibit 99.1 to this Current Report on Form 8-K.
S.
Russell Stubbs has been with the Company for twenty-four years in areas of
increasing responsibility, most recently as Senior Vice President and
Chief Operating Officer. Prior to his role as Senior Vice
President and Chief Operating Officer of the Company, Mr. Stubbs served as
President of Lisa Motor Lines, a wholly-owned subsidiary of the company,
for seven years. Mr. Stubbs is the son of Stoney M. Stubbs,
Jr., the Company’s Chairman and Chief Executive Officer.
Mr.
Stubbs will continue under his current compensation arrangement, which
includes an annual base salary of $267,323.00, subject to annual increases
as determined from time to time by the Compensation Committee of the
Company’s Board of Directors. Mr. Stubbs participates in the FFE
Transportation Services, Inc. Amended 2005 Executive Incentive Bonus and
Restricted Stock Plan (the “Executive Plan”). Under the
Executive Plan, Mr. Stubbs is eligible to receive (i) an annual cash bonus
up to 125% of his base salary and (ii) shares of restricted stock of the
Company in an amount up to 50% of the value of his cash bonus which vest
in equal amounts over a period of three years. Mr. Stubbs also
participates in the FFE Transportation Services, Inc. Incentive Bonus Plan
with a maximum payout of three weeks of his base
salary. Additionally, Mr. Stubbs currently receives a car
allowance of $6,000 per year and is eligible for a holiday bonus
equivalent to one week of his base salary. Mr. Stubbs is
also eligible to participate, in the Company’s broad-based employee
benefits programs.
John
T. Hickerson joined the Company in January of 2007 as President of
American Eagle Lines and was most recently Senior Vice President and Chief
Marketing Officer of the company, as well as President of FFE Logistics,
Inc.. Mr. Hickerson has thirty-three years of industry
experience and has been in senior leadership roles since
1986.
Mr.
Hickerson will continue under his current compensation arrangement, which
includes an annual base salary of $256,150.00, subject to annual increases
as determined from time to time by the Compensation Committee of the
Company’s Board of Directors. Mr. Hickerson participates in the FFE
Transportation Services, Inc. Amended 2005 Executive Incentive Bonus and
Restricted Stock Plan (the “Executive Plan”). Under the
Executive Plan, Mr. Hickerson is eligible to receive (i) an annual cash
bonus up to 125% of his base salary and (ii) shares of restricted stock of
the Company in an amount up to 50% of the value of his cash bonus which
vest in equal amounts over a period of three years. Mr.
Hickerson also participates in the FFE Transportation Services, Inc.
Incentive Bonus Plan with a maximum payout of three weeks of his base
salary. Additionally, Mr. Hickerson currently receives a car
allowance of $6,000 per year and is eligible for a holiday bonus
equivalent to one week of his base salary. Mr. Hickerson is
also reimbursed by the Company for club membership dues of $6,600 per
annum. Mr. Hickerson is also eligible to participate, in
the Company’s broad-based employee benefits programs.
|
|
|
Financial
Statements and Exhibits
|
||
|
(a)
|
Financial
statements of business acquired.
|
|
|
Not
applicable.
|
||
|
(b)
|
Pro-forma
financial information.
|
|
|
Not
applicable.
|
||
|
(c)
|
Shell
company transactions.
|
|
|
Not
applicable.
|
||
|
(d)
|
Exhibits
|
|
|
99.1
|
Press
Release regarding the announcement of promotions of S. Russell Stubbs to
President and John T. Hickerson to Executive Vice President and Chief
Operating Officer of Frozen Food Express Industries, Inc. dated January
15, 2010.
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
FROZEN
FOOD EXPRESS INDUSTRIES, INC.
|
|||
|
Dated:
January 15, 2010
|
By:
|
/s/
John R.
McManama
|
|
|
John
R. McManama
Vice
President and Interim Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
|||
|
Exhibit
Title
|
||
|
99.1
|
Press
Release regarding the announcement of promotions of S. Russell Stubbs to
President and John T. Hickerson to Executive Vice President and Chief
Operating Officer of Frozen Food Express Industries, Inc. dated January
15, 2010.
|