Business Context and Reporting Period
This Form 8-K Current Report was filed by Universal Logistics Holdings, Inc. on April 8, 2026, covering events occurring on April 2, 2026, and April 7, 2026. The filing addresses significant changes in the Company's executive leadership, specifically the resignation of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Resignation of CFO: Jude M. Beres notified the Company on April 2, 2026, of his resignation as Chief Financial Officer and Treasurer, effective May 29, 2026. The resignation is voluntary to pursue other opportunities and is not the result of any disagreement with the Company.
- Appointment of New CFO: On April 7, 2026, the Executive Committee appointed Michael Rogers as the new Chief Financial Officer and Treasurer, effective June 1, 2026. Mr. Rogers brings approximately 30 years of finance experience, including roles at Ford Motor Company and Conlan Tire Co.
Compensation and Outlook
While no financial guidance or operational outlook is provided, the filing details the compensation package for the incoming CFO, Michael Rogers, effective June 1, 2026:
- Base Salary: $425,100 annually, increasing to $500,000 in June 2027.
- Cash Bonus: Eligible for a minimum cash bonus of $300,000 for 2026, payable in October 2026.
- Equity Award: Eligible for a restricted stock award with an aggregate grant date value of approximately $127,500, vesting over four years (25% annually).
- Benefits: Participation in standard senior executive benefit plans including health, dental, vision, and paid time off.
- Agreement Status: A definitive written employment agreement is currently being negotiated and finalized.
Investor Verification Checklist
- Verify the execution of the definitive employment agreement for Michael Rogers, including specific severance provisions and restrictive covenants, which are expected to be filed as exhibits to a subsequent report.
- Confirm the Board of Directors' ratification of Mr. Rogers' appointment at the next scheduled meeting.
- Monitor the transition period between May 29, 2026, and June 1, 2026, to ensure continuity in financial reporting and treasury operations.
- Review the press release dated April 8, 2026 (Exhibit 99.1) for any additional public commentary regarding the leadership transition.