ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
On January 19, 2023, our Board of Directors approved and adopted Amendment No. 2
to the Second Amended and Restated Bylaws (the "Bylaws") of J.B. Hunt Transport
Services, Inc. ("we" or the "Company"), effective immediately. Amendment No. 2
to the Bylaws updates the advance notice of shareholder nominations and
proposals provision of the Bylaws to: (i) require that a shareholder's written
notice to the Company that such shareholder intends to propose a nominee for
director must include a representation whether the shareholder intends to
solicit the holders of shares representing at least 67% of the shares entitled
to vote on the election of directors in support of director nominees other than
the Company's nominees in accordance with Rule 14a-19 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) require that a
shareholder who solicits proxies in support of director nominees other than the
Company's nominees must comply with Rule 14a-19 under the Exchange Act; (iii)
provide that the shareholder's nominees will be considered null and void by the
Company if such shareholder provides notice pursuant to Rule 14a-19 and
subsequently (A) notifies the Company that such shareholder no longer intends to
solicit proxies in support of director nominees other than the Company's
nominees in accordance with Rule 14a-19 or (B) fails to comply with Rule 14a-19;
(iv) provide that the Company may request evidence from a proposing shareholder
who has provided notice under Rule 14a-19 that such shareholder has met the
requirements of Rule 14a-19; (v) address the color of proxy cards reserved for
use by the Company; and (vi) make certain other related clarifications and
updates.
The foregoing description of Amendment No. 2 to the Bylaws does not purport to
be complete and is qualified in its entirety by reference to the full text of
Amendment No. 2, a copy of which is attached as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
3.1 Amendment No. 2 to the Second Amended and Restated Bylaws of J.B. Hunt
Transport Services, Inc., dated January 19, 2023
99.1 Summary of Compensation Arrangements with Named Executive Officers.
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
© Edgar Online, source Glimpses
JB HUNT TRANSPORT SERVICES 
