View:
January
28, 2008
VIA
EDGAR
Max
A.
Webb
Assistant
Director
Division
of Corporation Finance
Securities
and Exchange Commission
100
F.
Street, N.E.
Washington,
D.C. 20549
Re:
Hub
Group, Inc.
Form 10-K for the fiscal year ended December 31, 2006
Schedule 14A Filed March 26, 2007
File No. 000-27754
Dear
Mr.
Webb:
We
are
writing in response to your letter dated December 19, 2007, setting forth the
comment of the staff of the Division of Corporation Finance (the “Staff”) on the
Hub Group, Inc. (the “Company”) Form 10-K for the fiscal year ended December 31,
2006 and the Annual Meeting Proxy Statement filed with the Securities and
Exchange Commission (“Commission”) on March 26, 2007. We have
carefully considered the Staff’s comment and our response is set forth
below. To facilitate the Staff’s review, we have keyed our response
to the heading and numbered comment used in the Staff’s comment letter, which we
have reproduced in bold text.
1. Item
11. Executive
Compensation, page 53 of Form 10-K
Compensation of Directors and Officers, page 8 of Schedule 14A
2006
Executive Compensation Components,
page 10
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We
note your disclosure regarding base salary, annual incentives, and
long-term incentives. For example, we note that you use pre-determined
personal goals for some executive officers in determining their annual
cash incentives. We also note your use of performance targets in
determining long-term equity incentives. In future filings, please
include
qualitative and quantitative disclosure regarding the determination
of
targets and the targets actually reached. Please note that qualitative
goals generally need to be presented to conform to the requirements
of
Item 402(b)(2)(b) of Regulation S-K. To the extent you believe that
disclosure of the targets is not required because it would result
in
competitive harm such that the targets could be excluded under Instruction
4 to Item 402(b) of Regulation S-K, please provide a detailed explanation
for such conclusion. Please also note that to the extent that you
have an
appropriate basis for omitting the specific targets, you must discuss
how
difficult it would be for the named executive officers or how likely
it
would be for you to achieve the undisclosed target levels or other
factors.
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With
respect to the annual cash incentive, and as noted in the Company’s disclosure,
the annual cash incentive for named executive officers other than the Chief
Executive Officer and the President requires the satisfaction of certain
pre-determined personal goals to receive up to 40% of their
award. With respect to our other named executive officers, we will
provide quantitative and qualitative information concerning the personal goals
that have been established and what conclusions were reached regarding their
satisfaction and how this impacted the compensation earned.
With
respect to the Company performance target, we will provide additional
quantitative and qualitative information regarding the determination of targets,
including the specific EPS target number, and the satisfaction of that
target.
With
respect to long-term equity incentives, in future filings we will provide
quantitative disclosure regarding the targets that have been set for the
performance units that have been granted. To date, no targets have
been reached; however, to the extent performance targets are in the future
met,
we will provide quantitative disclosure regarding the level of satisfaction
of
such targets and how it impacted the amounts that were actually earned by the
named executive officers.
* * * * *
The
Company acknowledges that:
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The
Company is responsible for the adequacy and accuracy of the disclosure
in
the filing;
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Staff
comments or changes to disclosure in response to Staff comments do
not
foreclose the Commission from taking any action with respect to the
filings; and
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The
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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Please
contact the undersigned at (630) 271-3754 if you have any questions or require
additional information.
Sincerely,
/s/
David
C. Zeilstra
David
C.
Zeilstra
General
Counsel