SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of
1934
Filed by Registrant (X)
Filed by a party other than the Registrant ( )
Check the Appropriate Box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Materials Pursuant to ss. 240.14a-11c or ss. 240.14a-12
HEARTLAND EXPRESS, INC.
(Name of Registrant as Specified in its Charter)
The Heartland Express, Inc. Board of Directors
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the Appropriate Box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Price per unit or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid N/A
( ) Fee paid previously with preliminary materials N/A
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
HEARTLAND EXPRESS, INC.
2777 Heartland Drive
Coralville, Iowa 52241
NOTICE AND PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 2002
Dear Fellow Stockholders:
The 2002 Annual Meeting of Stockholders (the "Annual Meeting") of Heartland
Express, Inc., a Nevada corporation (the "Company"), will be held at The Clarion
Hotel & Conference Center, 1220 First Avenue, Coralville, Iowa, at 8:00 a.m.
local time, on Thursday, May 9, 2002, for the following purposes:
1. To consider and act upon a proposal to elect five (5) directors of the
Company; and
2. To consider and act upon a proposal to ratify the selection of
KPMG LLP as independent public accountants for the Company for
2002; and
3. To consider and act upon such other matters as may properly come
before the meeting and any adjournment thereof.
The foregoing matters are more fully described in the accompanying Proxy
Statement.
The Board of Directors has fixed the close of business on March 14, 2002,
as the record date for the determination of Stockholders entitled to receive
notice of and to vote at the Annual Meeting or any adjournment thereof. Shares
of common stock may be voted at the Annual Meeting only if the holder is present
at the Annual Meeting in person or by valid proxy. YOUR VOTE IS IMPORTANT. TO
ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED TO PROMPTLY
DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. Returning
your proxy now will not interfere with your right to attend the Annual Meeting
or to vote your shares personally at the Annual Meeting, if you wish to do so.
The prompt return of your proxy may save the Company additional expenses of
solicitation.
All Stockholders are cordially invited to attend the Annual Meeting.
By Order of the Board of Directors
Russell A. Gerdin
Chairman of the Board
President and Secretary
Coralville, Iowa 52241
April 9, 2002
HEARTLAND EXPRESS, INC.
2777 Heartland Drive
Coralville, Iowa 52241
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 2002
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Heartland Express, Inc., a Nevada
corporation (the "Company"), to be used at the 2002 Annual Meeting of
Stockholders of the Company (the "Annual Meeting"), which will be held at The
Clarion Hotel and Conference Center, 1220 First Avenue, Coralville, Iowa 52241,
on Thursday, May 9, 2002, at 8:00 a.m. local time, and any adjournment thereof.
All costs of the solicitation will be borne by the Company. The Company does not
intend to solicit proxies other than by this mailing; provided, that directors,
officers, and employees may solicit proxies by use of the mails or telephone
without compensation other than their regular compensation. The approximate date
of mailing this proxy statement and the enclosed form of proxy is April 8, 2002.
The enclosed copy of the Company's annual report for the fiscal year ended
December 31, 2001, is not incorporated into this Proxy Statement and is not to
be deemed a part of the proxy solicitation materials.
PROXIES AND VOTING
Only stockholders of record at the close of business on March 14, 2002
("Stockholders") are entitled to vote, either in person or by valid proxy, at
the Annual Meeting. On the record date of March 14, 2002, the Company had
50,000,000 shares of $0.01 par value common stock issued and outstanding. Each
share is entitled to one vote. The Company has no other class of stock
outstanding. Stockholders are not entitled to cumulative voting in the election
of directors.
All proxies that are properly executed and received by the Company prior to
the Annual Meeting will be voted in accordance with the choices indicated unless
timely revoked. Any Stockholder may be represented and may vote at the Annual
Meeting by a proxy or proxies appointed by an instrument in writing. In the
event that any such instrument in writing shall designate two (2) or more
persons to act as proxies, a majority of such persons present at the meeting
shall have and may exercise, or, if only one shall be present, then that one
shall have and may exercise, all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall
otherwise provide.
1
No proxy shall be valid after the expiration of six (6) months from the
date of its execution, unless coupled with an interest or unless the person
executing it specifies therein the length of time for which it is to continue in
force, which in no case shall exceed seven (7) years from the date of its
execution. Any Stockholder giving a proxy may revoke it at any time prior to its
use at the Annual Meeting by filing with the Secretary of the Company a
revocation of the proxy, by delivering to the Company a duly executed proxy
bearing a later date, or by attending the meeting and voting in person.
Other than the election of directors, which requires a plurality of the
votes cast, each matter to be submitted to the Stockholders requires the
affirmative vote of a majority of the votes cast at the meeting. For purposes of
determining the number of votes cast with respect to a particular matter,
proxies cast "For" or "Against" are included. If no direction is given to the
proxy holder, the proxy will be voted "For" the proposals as specified in this
proxy statement, and, at the discretion of the proxy holder, upon such other
matters as may properly come before the meeting or any adjournment thereof.
Proxies marked "Abstain" and broker non-votes are counted only for purposes of
determining whether a quorum is present at the meeting.
2
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, the Stockholders will elect five (5) directors to
serve as the Board of Directors until the 2003 Annual Meeting of Stockholders or
until their successors are duly elected and qualified. The Board may increase
the size of the Board of Directors in the future and add one or more members if
desirable candidates are found. Absent contrary instructions, each proxy will be
voted for Russell A. Gerdin, Richard O. Jacobson, Dr. Benjamin J. Allen, Michael
J. Gerdin, and Lawrence D. Crouse, all of whom are standing for re-election. In
the event one or more of the individuals listed below shall unexpectedly become
unavailable to serve, which the Board of Directors has no reason to expect, the
proxies that would have otherwise been voted for such individuals will be voted
for a substitute nominee selected by the Board.
Information Concerning Executive Officers and Directors
Information concerning the names, ages, positions with the Company, tenure
as a director, and business experience of the Company's current directors and
executive officers is set forth below. All references to experience with the
Company include positions with the Company's operating subsidiary, Heartland
Express, Inc of Iowa. All executive officers are elected annually by the Board
of Directors.
--------------------------------------------------------------------------------
DIRECTOR
NAME AGE POSITION SINCE
--------------------------------------------------------------------------------
Russell A. Gerdin 60 Chairman of the Board,
President, Secretary 1978
--------------------------------------------------------------------------------
John P. Cosaert 54 Executive Vice President
of Finance, Treasurer N/A
--------------------------------------------------------------------------------
Richard L. Meehan 56 Executive Vice President
of Marketing and Operations N/A
--------------------------------------------------------------------------------
Michael J. Gerdin 32 Vice President of Regional
Operations, Director 1996
--------------------------------------------------------------------------------
Richard O. Jacobson (1) 65 Director 1994
--------------------------------------------------------------------------------
Dr. Benjamin J. Allen (1) 55 Director 1995
--------------------------------------------------------------------------------
Lawrence D. Crouse (1) 61 Director 1999(2)
--------------------------------------------------------------------------------
1 Member of Audit Committee
2 Mr. Crouse previously served on the Board of Directors from 1986 to 1991.
3
Russell A. Gerdin has served as the Company's President since 1978 and as
Chairman of the Board since 1986. Russell A. Gerdin is the father of Michael J.
Gerdin
John P. Cosaert has served as the Company's Executive Vice President of
Finance since April 1996. From 1986 to April 1996 he served as Vice President of
Finance and Treasurer.
Richard L. Meehan has served as the Company's Executive Vice President of
Marketing and Operations since April 1996. From 1986 to April 1996 he served as
Vice President of Marketing.
Michael J. Gerdin has served as a director since 1996. Mr. Gerdin has
served as the Company's Vice President of Regional Operations since May 2001. He
served as President of A & M Express, Inc., a subsidiary of the Company, from
September 1998 through December 2000. From July 1997 to September 1998, Mr.
Gerdin coordinated the operations departments of Heartland Express and A & M
Express. From 1992 until July 1997, Mr. Gerdin held a variety of positions
within the Company, including positions in the operations, sales, safety, and
driver recruiting departments. Michael J. Gerdin is the son of Russell A.
Gerdin.
Richard O. Jacobson has served as a director since 1994. Mr. Jacobson
served as President and Chief Executive Officer from 1968 to October 1998 and
Chairman of the Board since October 1998 of Jacobson Warehouse Company, Inc. and
Jacobson Transportation Company, Inc., Des Moines, Iowa. Mr. Jacobson also
serves as a director for Atrion Corporation, Firstar Bank of Des Moines, and
FelCor Lodging Trust, Inc.
Dr. Benjamin J. Allen has served as a director since 1995. He is the
Interim Vice President for External Affairs and Distinguished Professor of
Business at Iowa State University in Ames, Iowa. He served as Dean of the
College of Business at Iowa State University from 1994 to 2001. Dr. Allen serves
as a Professor in the Department of Logistics, Operations, and Management
Information Systems and Department of Economics at Iowa State University. Dr.
Allen also served in the Office of Transportation Regulatory Policy of the U.S.
Department of Transportation as a Brookings Institute Economics Policy Fellow.
Lawrence D. Crouse has served as a director since 1999. Mr. Crouse is a
business consultant and President of Oak Creek Ranch, LLC, a real estate holding
company with operations in several states. Mr. Crouse served as Chairman and CEO
of Crouse Cartage Company, a regional, less-than-truckload carrier based in
Carroll, Iowa, from 1987 to December 1996 and as its Vice Chairman from January
1997 to May 1998. Crouse Cartage was a subsidiary of Transfinancial Holdings,
Inc., a publicly traded company. Mr. Crouse served as Vice President and a
director of Transfinancial Holdings, Inc. from 1991 until May 1998. Mr. Crouse
previously served as a member of the Company's Board of Directors from 1986 to
1991. He is the trustee of trusts for the benefit of Russell Gerdin's children.
4
Board of Directors and Committee Meetings
The Board of Directors met three times during the last fiscal year, and all
directors were present at each meeting, and each committee meeting, if the
director served on a committee. Directors who are not employees of the Company
are paid $1,000 for attendance at each Board of Directors or committee meeting
attended (if the committee meeting is held on a day other than the day of a
Board meeting), and are reimbursed for expenses incurred in attending such
meetings.
Audit Committee. The 2001 Audit Committee consisted of Richard O. Jacobson,
Dr. Benjamin J. Allen and Lawrence D. Crouse. Mr. Crouse served as Chairman in
2001. The Audit Committee met four times during 2001. The Report of the Audit
Committee is set forth below.
Report of the Audit Committee. The following report concerns the
Committee's activities regarding oversight of the Company's financial reporting
and auditing process.
The Audit Committee is comprised solely of independent directors, as
defined in the Marketplace Rules of The Nasdaq Stock Market, and it operates
under a written charter adopted by the Board of Directors. The composition of
the Audit Committee, the attributes of its members, and the responsibilities of
the Committee, as reflected in its charter, are intended to be in accordance
with applicable requirements for corporate audit committees. The Committee
reviews and assesses the adequacy of its charter on an annual basis.
As described more fully in its charter, the purpose of the Audit Committee
is to assist the Board of Directors in its general oversight of the Company's
financial reporting, internal control and audit functions. Management is
responsible for the preparation, presentation and integrity of the Company's
financial statements, accounting and financial reporting principles, internal
controls and procedures designed to ensure compliance with accounting standards,
and applicable laws and regulations. The Company's independent auditing firm is
responsible for performing an independent audit of the consolidated financial
statements in accordance with generally accepted auditing standards.
The Audit Committee members are not professional accountants or auditors,
and their functions are not intended to duplicate or to certify the activities
of management and the independent auditor, nor can the Committee certify that
the independent auditor is "independent" under applicable rules. The Committee
serves a board-level oversight role, in which it provides advice, counsel and
direction to management and the auditors on the basis of the information it
receives, discussions with management and the auditors and the experience of the
Committee's members in business, financial and accounting matters.
5
Among other matters, the Audit Committee monitors the activities and
performance of the Company's internal and external auditors, including the audit
scope, external audit fees, auditor independence matters, and the extent to
which the independent auditor may be retained to perform non-audit services. The
Audit Committee and the Board have ultimate authority and responsibility to
select, evaluate and, when appropriate, replace the Company's independent
auditor. The Audit Committee also reviews the results of the internal and
external audit work with regard to the adequacy and appropriateness of the
Company's financial, accounting and internal controls. Management and
independent auditor presentations to and discussions with the Audit Committee
also cover various topics and events that may have significant financial impact
or are the subject of discussions between management and the independent
auditor. In addition, the Audit Committee generally oversees the Company's
internal compliance programs.
The Committee has reviewed and discussed the consolidated financial
statements with management and the independent auditors, management represented
to the Committee that the Company's consolidated financial statements were
prepared in accordance with generally accepted accounting principles, and the
independent auditor represented that its presentations included the matters
required to be discussed with the independent auditor by Statement on Auditing
Standards No. 61, as amended, "Communications with Audit Committees."
The Company's independent auditor also provided the Committee with the
written disclosures required by Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees," and the Committee discussed
with the independent auditor that firm's independence.
Following the Committee's discussions with management and the independent
auditor, the Committee recommended that the Board of Directors include the
audited consolidated financial statements in the Company's annual report on Form
10-K for the year ended December 31, 2001.
Lawrence D. Crouse, Chairman
Richard O. Jacobson
Dr. Benjamin J. Allen
THE AUDIT COMMITTEE REPORT SHALL NOT BE DEEMED TO BE INCORPORATED BY
REFERENCE INTO ANY FILING MADE BY US UNDER THE SECURITIES ACT OF 1933 ON THE
SECURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING ANY GENERAL STATEMENT CONTAINED
IN ANY SUCH FILINGS INCORPORATING THIS PROXY STATEMENT BY REFERENCE, EXCEPT TO
THE EXTENT WE INCORPORATE SUCH REPORT BY SPECIFIC REFERENCE.
6
Other Committees. The Company does not maintain a standing nominating
committee or a compensation committee. Functions normally assigned to these
committees are performed by the Board of Directors as a whole.
Board of Directors Interlocks and Insider Participation/Certain Transactions and
Relationships
The 2001 Board of Directors consisted of Russell A. Gerdin, Richard O.
Jacobson, Michael J. Gerdin, Dr. Benjamin J. Allen, and Lawrence D. Crouse, all
of whom participated in deliberations concerning executive officer compensation.
No other individuals participated in such deliberations. During 2001, Russell A.
Gerdin served as the President and Secretary and Michael J. Gerdin served as
Vice President of Regional Operations of the Company. The Board of Directors
establishes the compensation of Russell A. Gerdin and reviews compensation set
by Russell A. Gerdin for other executive officers.
In 2001, the Company leased two office buildings, totaling approximately
25,000 square feet, a storage building of approximately 3,500 square feet, and
five acres of land from Russell A. Gerdin for $299,625 plus taxes, utilities,
insurance and maintenance. The lease expires on May 31, 2005, but is renewable
for an additional five year term with a cost of living adjustment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.
7
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation paid by the Company to its chief executive officer and
two other named executive officers whose total annual salary and bonus exceeded
$100,000 during the most recent fiscal year (the "Named Officers"), for services
in all capacities for the fiscal years ended December 31, 2001, 2000, and 1999.
Summary Compensation Table
--------------------------------------------------------------------------------
Long-Term Compensation
--------------------------------
Annual Compensation Awards Payouts
-------------------------- --------------- -------
Other Restric- All
Annual ted Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($)1 ($) (# ($) ($)2
--------------------------------------------------------------------------------
Russell A. Gerdin
Chairman and 2001 300,000 - - - - - -
President (Chief 2000 300,000 - - - - - -
Executive Officer) 1999 300,000 - - - - - -
John P. Cosaert,
Executive Vice 2001 147,248 - - - - - -
PresidentTreasurer, 2000 125,008 - - - - - 50,000
and Chief Financial 1999 125,008 - - - - - -
Officer
Richard L. Meehan 2001 147,248 - - - - - -
Executive Vice 2000 125,008 - - - - - 50,000
President-Marketing 1999 125,008 - - - - - -
--------------------------------------------------------------------------------
1 Other annual compensation did not exceed 10% of the Named Officers' total
salary for any reported year.
2 All other compensation reflects the Company's contribution to the non-
qualified deferred compensation plan for key management employees.
Board of Directors Report on Executive Compensation
The members of the Board of Directors prepared the following report on
executive compensation:
The Board of Directors reviews the compensation of the Company's executive
officers annually. The compensation of Mr. Gerdin, the Company's chief executive
officer, is evaluated differently than that of the other executive officers. A
summary of the considerations for each is set forth below.
Chief Executive Officer. Mr. Gerdin receives a base salary only, with no
bonus or long-term incentives. The Board of Directors recognizes Mr. Gerdin's
substantial responsibility and contribution to the Company's operating
performance, operating margin, revenue and net income growth rates, and
attainment of Company goals, as well as his large stockholdings.
8
At Mr. Gerdin's request, his salary has remained the same since 1986, and he has
never been paid a bonus. The Board believes that Mr. Gerdin's salary is
reasonable compared to similarly situated executives, and that as a holder of
approximately 40% of the Company's outstanding stock, Mr. Gerdin receives an
incentive through appreciation in the value of the Company's stock. Because of
Mr. Gerdin's request, the Board of Directors has not considered or approved an
increase in annual compensation or any incentive compensation for Mr. Gerdin.
Thus, corporate performance directly affects Mr. Gerdin, but not through his
compensation by the Company.
Other Executive Officers. The Company's other executive officers are
compensated through a mix of salary and incentive compensation. In establishing
compensation, the Board of Directors annually considers (i) the Company's
operating performance, stock performance, operating margin, and revenue and net
income growth rates, (ii) team-building skills, individual performance, past
performance and potential with the Company, (iii) local compensation levels and
cost of living, and (iv) compensation information disclosed by similar
publicly-held truckload motor carriers. Salary and bonus levels are largely
subjective, with individual performance being the most important factor.
Compensation levels at other publicly-traded truckload motor carriers are used
as a general guide, and the Board believes that the compensation of its
executive officers as a group, historically and during the last fiscal year, has
been comparable to that of other carriers.
The Board believes that providing an incentive for its executive officers
to maximize profitability is important. In 1993, the Company's subsidiary,
Heartland Express, Inc. of Iowa, adopted a non-qualified deferred compensation
plan for key management employees designated by the Board of Directors of the
subsidiary for a given year. The total contingent benefit available for all
participants is a percentage of the Company's previous year's net profits equal
to one-fourth of one percent of such profits for each percentage point (or a
fraction thereof) by which the Company's operating ratio was less than a
specified target. The operating ratio represents the percentage which operating
expenses bear to operating revenues. The benefits vest in increments up to age
65, payment is deferred until cessation of employment, and all payments are
subject to certain vesting and forfeiture provisions. The chief executive
officer does not participate in the deferred compensation arrangement. Under the
deferred compensation plan, there is a direct relationship between the Company's
operating efficiency and the deferred amount allocable to the executive
officers. The Board of Directors determines the portion of the annual total
deferred compensation pool to allocate to individual executive officers based
upon a subjective evaluation of the job performance of each individual executive
officer.
Board of Directors
Russell A. Gerdin Benjamin J. Allen
Richard O. Jacobson Michael J. Gerdin
Lawrence D. Crouse
9
THE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION, AND THE
PERFORMANCE GRAPH THAT FOLLOW SHALL NOT BE DEEMED TO BE INCORPORATED BY
REFERENCE INTO ANY FILING MADE BY US UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING ANY GENERAL STATEMENT CONTAINED
IN ANY FILING INCORPORATING THIS PROXY STATEMENT BY REFERENCE, EXCEPT TO THE
EXTENT WE INCORPORATE THIS REPORT AND GRAPH BY SPECIFIC REFRENCE.
Tuition Award Program
The Company maintains a tuition award program for the children of certain
employees, including executive officers. Contributions to the program are based
upon the Company's performance. During 2001, the Company contributed $274,000 to
the program, based upon 2000 performance. The amount paid for children of the
Company's executive officers was $10,954 in 2000 and $5,212 in 2001.
Restricted Stock Awards
On March 7, 2002, Russell Gerdin transferred 90,750 shares of his Common
Stock to key employees, including 40,000 shares to executive officers. Shares
distributed under the award generally vest over a five year period or upon death
or disability of a recipient. Unvested shares cannot be sold, assigned, or
transferred and are to be forfeited to Mr. Gerdin in the event of a recipient's
termination of employment.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Officers,
directors, and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely upon a review of the copies of such forms furnished to the Company, or
written representations that no Forms 5 were required, the Company believes that
its officers, directors and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them during the Company's
preceding fiscal year.
10
PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT
The following table sets forth, as of March 14, 2002, the number and
percentage of outstanding shares of Common Stock beneficially owned by each
person known by the Company to beneficially own more than 5% of such stock, by
each director, director nominee, and Named Officer of the Company, and by all
directors and executive officers of the Company as a group.
--------------------------------------------------------------------------------
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
--------------------------------------------------------------------------------
Amount & Nature Percent
Title of Class Name and Address of Beneficial Owner of Beneficial of
Ownership Class(1)
--------------------------------------------------------------------------------
Common Stock Russell A. Gerdin, President,
Secretary, and Director
2777 Heartland Drive,
Coralville, IA 52241 19,899,618 (2) 39.8%
--------------------------------------------------------------------------------
Common Stock Richard O. Jacobson, Director
P.O. Box 224, Des Moines, IA 50301 142,707(3) *
--------------------------------------------------------------------------------
Common Stock Benjamin J. Allen, Director
2720 Thompson Drive, Ames, IA 50010 394 *
--------------------------------------------------------------------------------
Common Stock Michael J. Gerdin, Director
2777 Heartland Drive,
Coralville, IA 52241 - - *
--------------------------------------------------------------------------------
Common Stock Lawrence D. Crouse, Director
P.O. Box 480, Burke, SD 57523 982,921 (4) 2.0%
--------------------------------------------------------------------------------
Common Stock John P. Cosaert, Executive
Vice President
2777 Heartland Drive,
Coralville, IA 52241 56,719 *
--------------------------------------------------------------------------------
Common Stock Richard L. Meehan, Executive
Vice President
2777 Heartland Drive,
Coralville, IA 52241 71,814 (5) *
--------------------------------------------------------------------------------
Common Stock All directors and executive
officers as a group
(7 individuals) 20,186,035 40.4%
--------------------------------------------------------------------------------
* Less than one percent (1%)
1 Based upon 50,000,000 outstanding shares as March 14, 2002, following the
Company's 57.68826% stock split effective February 19, 2002.
2 Mr. Gerdin owns 18,931,480 shares directly. An additional 968,138 shares
are held of record by a voting trust, the voting trust certificates of which
are owned by Gerdin Family Investments, L.P. Mr. Gerdin is the general
partner of the limited partnership and has dispositive power over the voting
trust certificates and stock. Mr. Gerdin is not the voting trustee and does
not have the power to vote the shares in the voting trust.
3 All shares are owned by the Richard O. Jacobson Foundation, a private
foundation established by Mr. Jacobson. Mr. Jacobson has voting and
dispositive power over the shares, but neither he nor any of his family
members may receive distribution from the foundations assets. Accordingly,
beneficial ownership is disclaimed.
4 Mr. Crouse owns 14,783 shares directly. The other 968,138 shares are held by
Gerdin Family Investments, L.P., and Mr.Crouse is the voting trustee.
5 All shares are owned directly except for 17,760 shares held by Mr. Meehan's
wife. Mr. Meehan disclaims beneficial ownership of such shares.
11
STOCK PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR HEARTLAND EXPRESS, INC.
The following graph compares the cumulative total stockholder return of the
Company's Common Stock with the cumulative total stockholder return of the
Nasdaq Stock Market (U.S. Companies) and the Nasdaq Trucking & Transportation
Stocks commencing December 31, 1996, and ending December 31, 2001.
GRAPH AREA
Legend
Symbol Index Desc. 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
___ Heartland Express 100.0 110.3 71.8 64.6 93.6 142.4
-- CRSP index for
Nasdaq Stock
Market (U.S.
Companies) 100.0 122.5 172.7 320.8 193.0 153.1
... CRSP Index for
Nasdaq Trucking
& Transportation
Stocks 100.0 128.2 115.8 110.4 100.3 118.6
The stock performance graph assumes $100 was invested on January 1, 1997.
There can be no assurance that the Company's stock performance will continue
into the future with the same or similar trends depicted in the graph above. The
Company will not make or endorse any predictions as to future stock performance.
The CRSP Index for Nasdaq Trucking & Transportation Stocks includes all publicly
held truckload motor carriers traded on the Nasdaq Stock Market, as well as all
Nasdaq companies within the Standard Industrial Code Classifications 3700-3799,
4200-4299, 4400-4599, and 4700-4799. The Company will provide the names of all
companies in such index upon request.
12
PROPOSAL 2
SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG LLP as independent public
accountants for the Company for the 2002 fiscal year. Arthur Andersen LLP has
served as independent public accountants for the Company since the 1994 fiscal
year. On April 5, 2002, management of the Company notified Arthur Andersen LLP
that their appointment as independent auditors was terminated.
In connection with the audits of the two fiscal years ended December 31,
2001, there were no disagreements with Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.
The audit reports of Arthur Andersen LLP on the consolidated financial
statements of the Company as of and for the years ended December 31, 2001 and
2000, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting with an opportunity to make a statement, if they desire to do so,
and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
FISCAL YEAR 2001 AUDIT FEE SUMMARY
During fiscal year 2001, Arthur Andersen provided services in the following
categories to us and we paid the following amounts:
Audit Fees $57,800
Financial Information System Design and
Implementation Fees 0
All Other Fees 19,200
The services provided under the caption "All Other Fees" were primarily
tax-related.
The Audit Committee has considered whether the provision of non-audit
services by Arthur Andersen is compatible with maintaining auditor independence.
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STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2003 Annual Meeting
of the Stockholders of the Company must be received by the Corporate Secretary
of the Company at the Company's principal executive offices on or before
December 6, 2002, to be included in the Company's proxy material related to the
meeting.
OTHER MATTERS
The Board of Directors does not intend to present at the Annual Meeting any
matters other than those described herein and does not presently know of any
matters that will be presented by other parties.
HEARTLAND EXPRESS, INC.
Russell A. Gerdin
Chairman of the Board,
President and Secretary
April 9, 2002
End of Filing
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