Universal Logistics Holdings Inc — Current Report (Form 8-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Universal Logistics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 1, 2026, Universal Logistics Holdings, Inc. (the “Company”) issued a press release announcing its financial and operating results for the thirteen weeks ended April 4, 2026, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer and Treasurer

As previously disclosed in the Current Report on Form 8-K filed by the Company on April 8, 2026, Michael H. Rogers was appointed to serve as Chief Financial Officer and Treasurer of the Company, effective June 1, 2026.

On April 29, 2026, the Company’s subsidiary, Universal Management Services, Inc., entered into an employment agreement (the “Employment Agreement”) with Mr. Rogers in connection with his appointment as the Company’s Chief Financial Officer and Treasurer. The Employment Agreement provides that Mr. Rogers’ employment will commence on June 1, 2026 (the “Effective Date”).

Under the Employment Agreement, effective as of the Effective Date, Mr. Rogers will receive an annual base salary of $425,100, which, subject to his continued employment with the Company, will increase to $500,000 in June 2027. Mr. Rogers will also be eligible to participate in the Company’s annual cash incentive compensation program and, for 2026, will be eligible to receive a minimum cash bonus of $300,000, payable in October 2026, subject to his continued employment through the applicable payment date.

In addition, effective as of the Effective Date, Mr. Rogers will be eligible to receive a restricted stock award with an aggregate grant date value of approximately $127,500, which is expected to vest over a four-year period, with 25% vesting on each anniversary of the grant date, subject to Mr. Rogers’ continued employment. The restricted stock award will be granted under the Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan and will be subject to the terms of such plan and a separate restricted stock award agreement between the Company and Mr. Rogers.

Mr. Rogers will also be entitled to participate in the Company’s employee benefit plans and programs generally available to senior executives of the Company, including health, dental, vision, disability, life insurance and paid time off benefits.

The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Audit Committee Appointment

On April 29, 2026, the Board of Directors appointed Michael A. Regan to serve as a member of the Audit Committee, effective immediately. Mr. Regan has served as a director of the Company since 2013. The Board of Directors has determined that Mr. Regan is independent under the applicable listing standards of The Nasdaq Stock Market LLC and qualifies as an audit committee financial expert. There are no arrangements or understandings between Mr. Regan and any other person pursuant to which he was selected as a member of the Audit Committee, and there are no transactions involving Mr. Regan that would require disclosure under Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on April 29, 2026. At the Annual Meeting, the stockholders elected 9 directors to serve as the Board of Directors until the next Annual Meeting of Stockholders, approved on an advisory basis the 2025 compensation awarded to our named executive officers, and ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the calendar year 2026. Final vote tabulations are indicated below:

Proposal No. 1: Election of Directors

There were 196,327 broker non-votes with respect to this proposal.

Proposal No. 2: Non-binding advisory vote to approve the compensation of the Company’s named executive officers

There were 196,327 broker non-votes with respect to this proposal.

Proposal No. 3: Ratification of the Company’s independent registered public accounting firm for 2026

Item 7.01 Regulation FD Disclosure.

On May 1, 2026, the Company issued a press release announcing that our Board declared a cash dividend of $0.105 per share of common stock. The dividend is payable on July 1, 2026 to stockholders of record on June 1, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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.