Item 1.01 Entry into Material Definitive Agreement
Universal has entered into a Second Amended and Restated Registration Rights
Agreement dated as of July 28, 2021 (the "Agreement") with Matthew T. Moroun,
Nora M. Moroun, Lindsay S. Moroun, the Nora M. Moroun 2019 Annuity Trust, the
2020 Irrevocable Nora M. Moroun Trust, the 2020 Irrevocable Lindsay S. Moroun
Trust, and Redoubtable, LLC, an Indiana limited liability company (collectively,
the "Moroun Family Holders"). The Agreement grants the Moroun Family Holders
customary demand and "piggyback" registration rights for their shares of
Universal common stock (the "Registrable Shares"). The demand rights enable the
Moroun Family Holders to require Universal to register the Registrable Shares
with the Securities and Exchange Commission (the "SEC") at any time, subject to
certain limited exceptions, including the requirement that the aggregate
offering price of the Registrable Securities exceeds $25 million. The piggyback
rights are expected to allow the Moroun Family Holders to elect to register
Registrable Shares held by them along with any shares Universal registers with
the SEC. These registration rights are subject to customary conditions and
limitations, including the right of the underwriters of an offering to limit the
number of shares.
Universal's audit committee and the disinterested members of the Company's board
of directors approved the Company's entry into the Agreement.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement,
which is filed as Exhibit 4.1 and is incorporated by reference into this report.
Item 2.02 Results of Operations and Financial Condition.
On July 29, 2021, the Company issued a press release announcing the Company's
financial and operating results for the thirteen weeks and twenty-six weeks
ended July 3, 2021, a copy of which is furnished as Exhibit 99.1 to this Form
8-K.
Item 7.01 Regulation FD Disclosure.
On July 29, 2021, the Company issued a press release announcing that the
Company's Board of Directors declared a cash dividend of $0.105 per share of
common stock. The dividend is payable on October 4, 2021 to shareholders of
record on September 6, 2021. A copy of the press release is furnished as Exhibit
99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Second Amended and Restated Registration Rights Agreement dated as of
July 28, 2021 among Universal Logistics Holdings, Inc. and the Moroun
Family Holders .
99.1 Press Release dated July 29, 2021 .
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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