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Hub Group's controlling Yeager family removes 3 directors, installs 4 new ones via written consent
Filed October 2, 2026 · Period ending October 1, 2026 · ~1 min read
Key Changes
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high
Controlling DPY Stockholders removed Michael Flannery, Peter McNitt, and Gary Yablon without cause and appointed Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik, and Thomas M. White, effective October 1, 2026.
Item 5.02 verify on EDGAR → -
high
Mary H. Boosalis, Jenell Ross, and Martin P. Slark resigned from the Board immediately after the consent was delivered, leaving six director departures in one day.
Item 5.02 verify on EDGAR → -
medium
The company confirmed it is a Nasdaq 'controlled company' because DPY Stockholders hold more than 50% of voting power, but says it will not rely on controlled-company exemptions.
Item 5.02 verify on EDGAR → -
medium
Amended bylaws now require majority voting in uncontested director elections and stockholder vote to fill board vacancies, replacing plurality voting and board self-filling.
Item 5.03 verify on EDGAR → -
high
Nasdaq initiated a delisting process for Hub Group's Class A common stock due to delayed periodic reports; the company appealed and obtained a stay pending an October 27, 2026 hearing.
Exhibit 99.2 view on EDGAR →
Summary
Hub Group's controlling Yeager family, acting through DPY Stockholders, used a written consent to remove three directors without cause and appoint four new ones, effective October 1, 2026. Three additional directors resigned immediately afterward, meaning six of the company's directors left the board on the same day.
The filing confirms the company is a Nasdaq 'controlled company' because the DPY Stockholders hold more than 50% of the voting power, which allowed them to act without a stockholder meeting. The company says it will not rely on the controlled-company exemptions and intends to keep a majority-independent board and fully independent compensation and nominating committees.
The amended bylaws now require majority voting in uncontested director elections and stockholder vote to fill board vacancies, strengthening director accountability. However, the company is still working through a restatement of its financial statements and has not yet filed its delayed periodic reports. Nasdaq has initiated a delisting process for Hub Group's Class A common stock, and the company has appealed, obtaining a stay pending a hearing scheduled for October 27, 2026. The board overhaul and the unresolved financial reporting issues are significant governance concerns for retail holders.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Hub Group's controlling Yeager family removed 3 directors and installed 4 new ones via written consent; 3 more directors then resigned.
Added in current filing · verify on EDGAR →
to take the following actions: (a) remove Michael Flannery, Peter McNitt, and Gary Yablon as directors of the Company, without cause, (b) amend and restate the Former Bylaws with the Second Amended and Restated Bylaws (as defined below), and (c) appoint Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik, and Thomas M. White as directors of the Company
The DPY Stockholders, who hold a majority of the combined voting power, used a written consent to remove three directors without cause, adopt amended bylaws, and appoint four new directors, all effective October 1, 2026. This is a wholesale board change driven by the controlling stockholder group.
Added in current filing · verify on EDGAR →
Following the delivery of the DPY Stockholder Consent, Mary H. Boosalis, Jenell Ross, and Martin P. Slark resigned from the Board of Directors (the “Board”), effective October 1, 2026.
Three more directors resigned immediately after the consent was delivered, meaning six of the company's directors left the board on the same day. The company says it will fill the vacancies and appoint a new Lead Independent Director.
Added in current filing · verify on EDGAR →
The Company is a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c), because the DPY Stockholders hold more than 50% of the combined voting power of the Common Stock.
The filing confirms the Yeager family group controls more than 50% of the voting power, which is what allowed them to act by written consent without a stockholder meeting. The company says it will not rely on the controlled-company exemptions and intends to keep a majority-independent board and fully independent compensation and nominating committees.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
during the fiscal year ended December 31, 2025, the Company paid Winston Taylor LLP approximately $500,000 in fees for legal services provided in 2025
New director Thomas P. Fitzgerald was a partner at Winston Taylor LLP until January 31, 2025, and the company paid that firm about $500,000 for legal services in 2025. The filing discloses this under Item 404(a) because Fitzgerald was a partner during part of the company's last fiscal year.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In any election by stockholders of directors other than in a contested election, directors shall be elected by a majority of the votes cast by the shares represented in person or by proxy and entitled to vote
The company adopted Second Amended and Restated Bylaws effective October 1, 2026. In uncontested director elections, directors will now be elected by a majority of votes cast, rather than a plurality standard. This is a governance change that strengthens director accountability.
Added in current filing · verify on EDGAR →
Any vacancy on the Board, however occurring, and any newly created directorship resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of the holders of shares of capital stock representing a majority of the votes entitled to vote in the election of directors.
The amended bylaws require that all board vacancies and newly created directorships be filled exclusively by stockholder vote, rather than by the board itself. This shifts control over board composition to stockholders.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Majority stockholders removed 3 directors and appointed 4 new ones via written consent, effective Oct 1, 2026.
Added in current filing · verify on EDGAR →
the appointment of Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik, and Thomas M. White as directors of the Company
Four new directors were appointed to replace the removed directors, effective October 1, 2026. The new board composition may signal a strategic shift or activist involvement.
Added in current filing · verify on EDGAR →
the amendment and restatement of the Former Bylaws with the Second Amended and Restated Bylaws
The company's bylaws were amended and restated as part of the same written consent. Changes to bylaws can affect governance, shareholder rights, and board procedures.
Event · Item 7.01 — Regulation FD Disclosure
Hub Group furnished a press release about receipt of the DPY Stockholder Consent and related updates.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On October 2, 2026, the Company issued a press release (the “Press Release”) in connection with the receipt of the DPY Stockholder Consent and related updates.
The company issued a press release regarding the DPY Stockholder Consent and related updates. The press release is furnished as Exhibit 99.2 and is not deemed filed for purposes of Section 18 of the Exchange Act.
Event · Exhibit 99.1
Hub Group stockholders removed 3 directors and appointed 4 new ones via written consent.
Added in current filing · view on EDGAR →
the removal of Messrs. Michael Flannery, Peter McNitt, and Gary Yablon from the Company’s Board of Directors (the “Board”)
Stockholders holding a majority in power of the shares authorized the removal of three sitting directors by written consent. This is a significant governance change, as it reflects a shift in control of the board.
Added in current filing · view on EDGAR →
appointed Messrs. Thaddeus J. Malik, Thomas P. Fitzgerald, Thomas M. White, and Gregory D. Bunch to the Board
Four new directors were appointed to fill the vacancies created by the removals. The new board composition could signal a change in strategic direction or ownership influence.
Added in current filing · view on EDGAR →
amended and restated the bylaws of the Company with the Second Amended and Restated Bylaws
The stockholders also approved a full amendment and restatement of the company's bylaws. The specific changes to the bylaws are not detailed in this notice, but the action indicates a broad governance overhaul.
Event · Exhibit 99.2
Hub Group's controlling shareholders replaced 3 directors with 4 new ones and adopted amended bylaws via written consent.
Added in current filing · verify on EDGAR →
Appoint Gregory D. Bunch, Thomas P. Fitzgerald, Thaddeus J. Malik and Thomas M. White to the Board;
Four new directors were appointed to the Board by written consent of the controlling shareholders. The new directors bring legal, consulting, and financial backgrounds.
Added in current filing · verify on EDGAR →
Remove Michael Flannery, Peter McNitt and Gary Yablon from the Board without cause; and
Three existing directors were removed without cause by the controlling shareholders. This is a significant governance change.
Added in current filing · view on EDGAR →
Adopt the Company’s Second Amended and Restated Bylaws.
The controlling shareholders adopted amended and restated bylaws, which may change governance procedures.
Added in current filing · view on EDGAR →
Following the delivery of the written consent, Mary H. Boosalis, Jenell Ross, and Martin P. Slark resigned from the Board, effective October 1, 2026.
Three additional directors resigned after the written consent was delivered, further reshaping the Board.
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 5, 2026 · How we verify