Item 2.02 Results of Operations and Financial Condition.

On April 27, 2023, Universal Logistics Holdings, Inc. (the "Company") issued a press release announcing its financial and operating results for the thirteen weeks ended April 1, 2023, 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.

On April 26, 2023, the Company's board of directors elected Marcus D. Hudson as a director of the Company effective April 27, 2023 until its next annual meeting of shareholders. There are no arrangements or understandings between Mr. Hudson and any other person pursuant to which Mr. Hudson was selected as a director. There are no transactions since the beginning of the Company's last fiscal year, or any currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Hudson or any member of his immediate family has a direct or indirect material interest. Mr. Hudson is entitled to receive the same compensation for service as a director as is provided to other non-employee directors of the Company, as described in more detail in the Company's proxy statement dated March 31, 2023 under the heading "Director Compensation." Additionally, Mr. Hudson is not currently expected to be appointed to any committees of the board of directors during 2023.

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

The following proposals were submitted to Universal's shareholders at the 2023 annual meeting of shareholders held on April 26, 2023:

1.

The election of ten directors to hold office until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified.

2.

The approval on an advisory basis of the 2022 compensation awarded to our named executive officers.

3.

The frequency of future shareholder advisory votes regarding compensation awarded to our named executive officers.

4.

The ratification of Grant Thornton LLP as Universal's independent registered public accounting firm for the fiscal year ending December 31, 2023.



For more information about the foregoing proposals, see our proxy statement
dated March 31, 2023. The number of votes cast for and against, and the number
of abstentions and non-votes with respect to each matter voted upon are set
forth below:

Election of Directors


       Nominee              For           Withheld
Grant E. Belanger       21,043,966       4,181,558
Frederick P. Calderone  20,921,816       4,303,708
Daniel J. Deane         21,013,618       4,211,906
Clarence W. Gooden      21,697,425       3,528,099
Matthew J. Moroun       20,394,781       4,830,743
Matthew T. Moroun       20,034,907       5,190,617
Tim Phillips            20,364,039       4,861,485
Michael A. Regan        21,697,233       3,528,291
Richard P. Urban        20,428,320       4,797,204
H.E. "Scott" Wolfe      20,904,733       4,320,791

There were 533,920 broker non-votes with respect to this proposal.

The ten nominees were elected to the board of directors and will serve as directors until our next annual meeting or until their respective successors are elected and qualified.

Advisory Vote on the 2022 Compensation of our Named Executive Officers

The results of the voting were 25,040,757 votes for, 172,655 votes against, 12,112 abstentions, and 533,920 non-votes. The 2022 compensation awarded to Universal's named executive officers was approved. -------------------------------------------------------------------------------- Frequency of Future Shareholder Advisory Votes Regarding Compensation Awarded to Named Executive Officers

The results of the voting were 20,325,848 votes for every three years, 14,966 votes for every two years, 4,876,358 votes for every one year, 8,352 abstentions, and no non-votes. The frequency that received the highest number of votes (three years) was deemed to be the frequency selected by our shareholders. Universal's board of directors has determined that future shareholder advisory votes on executive compensation will occur every three years. Accordingly, the next shareholder advisory vote on executive compensation will be held at the Company's 2026 annual meeting of shareholders. The next required shareholder advisory vote regarding the frequency interval will be held in six years at the Company's 2029 annual meeting of shareholders.

Ratification of Grant Thornton LLP as Universal's Independent Registered Public Accounting Firm

The results of the voting were 25,682,144 votes for, 76,648 votes against, and 652 abstentions. There were no non-votes on this matter. The appointment of Grant Thornton was ratified.

Item 7.01 Regulation FD Disclosure.

On April 27, 2023, 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 July 3, 2023 to shareholders of record on June 5, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.



99.1   Press Release dated April 27, 2023  .
104  Cover Page Interactive Data File (formatted as Inline XBRL)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses