When the SEC's staff reviews a filing, it writes to the company with numbered questions, and the company answers each one in a letter.
SEC publishes the exchange once the review is over, at least 20 business days later. Below: what the staff asked JBHT, and the company's answer to each question, quoted from the letters.
A question is not an accusation; most reviews end with the company adding detail to its next filing.
Schedule 14A
2024-09-25 to 2024-10-02 · 1 question
· 1 letter from the SEC, 1 from the company
We note your disclosure regarding changes in your peer group, and your disclosure regarding the peer groups used in 2020, 2021, 2022 and 2023. We also note that your 2023 peer group is the same as the peer group you used in 2022.Rest of the question
In future filings, if your peer group has not changed from the one you used in the immediately preceding fiscal year, please ensure that the peer group total shareholder return information for each of the years in the table is presented using the peer group for the most recent year in the table. See Item 402(v)(2)(iv) of Regulation S-K and refer to Regulation S-K Compliance and Disclosure Interpretation 128D.07.
JBHT answered
We acknowledge the Staff’s comment. In light of the referenced guidance in Item 402(v)(2)(iv) of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 128D.07, in future proxy materials in which our peer group for the most recently completed fiscal year has not changed from the immediately preceding fiscal year, we will present the peer group total shareholder return information for each of the years in the Pay Versus Performance table using the peer group for the most recent year in the table.
Read in the reply ↗
From the SEC's correspondence on EDGAR: staff letters (form UPLOAD) and company letters (form CORRESP), 3 letters filed since 2024-09-25.
Questions and answers are matched by their numbers; topics come from words in each question. The reports are compared word for word (same form, before the first SEC letter against the first report after the company's reply). No AI.
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