On this page of StockholderLetter.com we present the latest annual shareholder letter from UNIVERSAL LOGISTICS HOLDINGS, INC. — ticker symbol ULH. Reading current and past ULH letters to shareholders can bring important insights into the investment thesis.
UNIVERSAL
LOGISTICS HOLDINGS, INC.
2023
NOTICE OF ANNUAL MEETING,
PROXY STATEMENT AND
ANNUAL REPORT
UNIVERSAL LOGISTICS HOLDINGS, INC.
12755 E. Nine Mile Road
Warren, Michigan 48089
(586) 920-0100
www.universallogistics.com
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 24, 2024
To our Shareholders:
You are cordially invited to attend the 2024 annual meeting of shareholders of Universal Logistics Holdings, Inc., a Michigan
corporation. The meeting will be held at 12225 Stephens Road, Warren, Michigan 48089, on April 24, 2024, at 10:00 a.m.
local time. The meeting is being held for the following purposes:
1.
To elect 11 directors to serve for the ensuing year.
2.
To approve the Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan.
3.
To ratify the appointment of Grant Thornton LLP as the Company   s independent registered public accounting firm
for 2024.
4.
To transact such other business as may properly come before the meeting or any adjournment or postponement of
the meeting.
These matters are more fully described in the accompanying proxy statement. Only shareholders of record of our common
stock as of the close of business on March 8, 2024 are entitled to receive notice of, and to vote at, the Annual Meeting or any
adjournment or postponement of the Annual Meeting. Your vote is important. Whether or not you plan to attend the
Annual Meeting, it is important that your shares be represented. We ask that you vote your shares as soon as possible.
By order of the board of directors,
/s/ Steven Fitzpatrick
STEVEN FITZPATRICK
Vice President     Finance and Investor Relations, Secretary
March 29, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held
on April 24, 2024:
The Proxy Statement and our Annual Report on Form 10-K for the Year Ended December 31, 2023 are available at
www.proxyvote.com.
UNIVERSAL LOGISTICS HOLDINGS, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2024
TABLE OF CONTENTS
Questions and Answers About the Annual Meeting ....................................................................................................
Board of Directors and Corporate Governance ...........................................................................................................
Directors ..............................................................................................................................................................
Director Independence.........................................................................................................................................
Board Structure and Role in Oversight................................................................................................................
Board Diversity Matrix........................................................................................................................................
Board Meetings....................................................................................................................................................
Board Committees and Composition...................................................................................................................
Director Nominating Process...............................................................................................................................
Director Compensation........................................................................................................................................
Communications with Directors and Attendance at the Annual Meetings .........................................................
Code of Business Conduct and Ethics .................................................................................................................
Compensation Committee Interlocks and Insider Participation ..........................................................................
Derivative Trading, Hedging and Trading Plans.................................................................................................
Certain Relationships and Related Party Transactions...............................................................................................
Security Ownership of Certain Beneficial Owners and Management .......................................................................
Section 16(a) Beneficial Ownership Reporting Compliance .......................................................................................
Executive Compensation.................................................................................................................................................
Compensation Discussion and Analysis..............................................................................................................
Compensation Committee Report .......................................................................................................................
Compensation Tables ..........................................................................................................................................
Audit-Related Matters ....................................................................................................................................................
Audit Committee Report .....................................................................................................................................
Audit Committee Approval Policies....................................................................................................................
Services Provided by Outside Auditors...............................................................................................................
Proposals to be Presented at the Annual Meeting........................................................................................................
Proposal No. 1: Election of Directors..................................................................................................................
Proposal No. 2: Approval of the 2024 Equity Incentive Plan .............................................................................
Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm ...................
Other Matters ..................................................................................................................................................................
Additional Information ...................................................................................................................................................
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
This proxy statement sets forth information relating to the solicitation of proxies by the Board of Directors (the    Board   ) of
Universal Logistics Holdings, Inc. (   Universal    or the    Company   ) in connection with our 2024 Annual Meeting of
Shareholders or any adjournment or postponement thereof (the    Annual Meeting   ). This proxy statement is being furnished by
our Board for use at the Annual Meeting to be held on April 24, 2024 at 10:00 a.m. Eastern Time. The meeting will be held at
12225 Stephens Road, Warren, Michigan 48089.
This proxy statement and form of proxy are first being mailed on or about March 29, 2024 to our shareholders of record as of
the close of business on March 8, 2024 (the    Record Date   ).
The following answers address some questions you may have regarding the Annual Meeting. These questions and answers may
not include all of the information that may be important to you, and you should refer to the more detailed information contained
elsewhere in this proxy statement.
What is the purpose of the Annual Meeting?
At the Annual Meeting, our shareholders will act upon the matters outlined in the accompanying notice. Those matters include
electing our directors, voting to approve the Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan, and ratifying the
appointment of our independent public accounting firm. We will also consider such other business as may properly come before
the meeting.
Who is entitled to vote?
Only shareholders of record at the close of business on the Record Date are entitled to receive notice of the meeting and to vote
their shares at the meeting. Holders of our common stock are entitled to one vote per share.
What is the difference between a shareholder of record and a street name holder?
These terms describe how your shares are held. If your shares are registered directly in your name with our transfer agent,
Computershare Trust Company, you are a shareholder of record. If your shares are held in the name of a broker, bank, trust, or
other nominee as a custodian, you are a street name holder.
Who can attend the Annual Meeting?
All shareholders as of the Record Date or their duly appointed proxies may attend the Annual Meeting. Depending on the thencurrent conditions, attendees may be subject to health screening procedures consistent with practices advised by governmental
authorities or otherwise then in effect for visitors entering the meeting location, and seating may be limited to comply with
applicable governmental guidelines.
What is required for admission to the Annual Meeting?
Shareholders planning to attend the Annual Meeting must notify the Company at least 24 hours in advance of the meeting by
contacting our corporate secretary, Steven Fitzpatrick, at (586) 920-0100. Shareholders who are street name holders must also
bring a copy of a brokerage statement reflecting their ownership as of the Record Date in order to attend the Annual Meeting.
Shareholders who vote their shares by proxy do not need to attend the Annual Meeting. The Company urges all shareholders
to promptly submit their proxy for the meeting regardless of whether you plan to attend in person. Your vote is important.
What is a proxy?
A proxy is your legal designation of another person to vote on your behalf. By completing and returning the enclosed proxy
card, you are authorizing the people appointed as proxies by our Board to vote your shares as indicated on the proxy card.
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 • shareholder letter icon 3/29/2024 Letter Continued (Full PDF)
 • stockholder letter icon 3/31/2023 ULH Stockholder Letter
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ULH Shareholder/Stockholder Letter Transcript:

UNIVERSAL
LOGISTICS HOLDINGS, INC.
2023
NOTICE OF ANNUAL MEETING,
PROXY STATEMENT AND
ANNUAL REPORT


UNIVERSAL LOGISTICS HOLDINGS, INC.
12755 E. Nine Mile Road
Warren, Michigan 48089
(586) 920-0100
www.universallogistics.com
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 24, 2024
To our Shareholders:
You are cordially invited to attend the 2024 annual meeting of shareholders of Universal Logistics Holdings, Inc., a Michigan
corporation. The meeting will be held at 12225 Stephens Road, Warren, Michigan 48089, on April 24, 2024, at 10:00 a.m.
local time. The meeting is being held for the following purposes:
1.
To elect 11 directors to serve for the ensuing year.
2.
To approve the Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan.
3.
To ratify the appointment of Grant Thornton LLP as the Company   s independent registered public accounting firm
for 2024.
4.
To transact such other business as may properly come before the meeting or any adjournment or postponement of
the meeting.
These matters are more fully described in the accompanying proxy statement. Only shareholders of record of our common
stock as of the close of business on March 8, 2024 are entitled to receive notice of, and to vote at, the Annual Meeting or any
adjournment or postponement of the Annual Meeting. Your vote is important. Whether or not you plan to attend the
Annual Meeting, it is important that your shares be represented. We ask that you vote your shares as soon as possible.
By order of the board of directors,
/s/ Steven Fitzpatrick
STEVEN FITZPATRICK
Vice President     Finance and Investor Relations, Secretary
March 29, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held
on April 24, 2024:
The Proxy Statement and our Annual Report on Form 10-K for the Year Ended December 31, 2023 are available at
www.proxyvote.com.

UNIVERSAL LOGISTICS HOLDINGS, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2024
TABLE OF CONTENTS
Questions and Answers About the Annual Meeting ....................................................................................................
Board of Directors and Corporate Governance ...........................................................................................................
Directors ..............................................................................................................................................................
Director Independence.........................................................................................................................................
Board Structure and Role in Oversight................................................................................................................
Board Diversity Matrix........................................................................................................................................
Board Meetings....................................................................................................................................................
Board Committees and Composition...................................................................................................................
Director Nominating Process...............................................................................................................................
Director Compensation........................................................................................................................................
Communications with Directors and Attendance at the Annual Meetings .........................................................
Code of Business Conduct and Ethics .................................................................................................................
Compensation Committee Interlocks and Insider Participation ..........................................................................
Derivative Trading, Hedging and Trading Plans.................................................................................................
Certain Relationships and Related Party Transactions...............................................................................................
Security Ownership of Certain Beneficial Owners and Management .......................................................................
Section 16(a) Beneficial Ownership Reporting Compliance .......................................................................................
Executive Compensation.................................................................................................................................................
Compensation Discussion and Analysis..............................................................................................................
Compensation Committee Report .......................................................................................................................
Compensation Tables ..........................................................................................................................................
Audit-Related Matters ....................................................................................................................................................
Audit Committee Report .....................................................................................................................................
Audit Committee Approval Policies....................................................................................................................
Services Provided by Outside Auditors...............................................................................................................
Proposals to be Presented at the Annual Meeting........................................................................................................
Proposal No. 1: Election of Directors..................................................................................................................
Proposal No. 2: Approval of the 2024 Equity Incentive Plan .............................................................................
Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm ...................
Other Matters ..................................................................................................................................................................
Additional Information ...................................................................................................................................................
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36

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
This proxy statement sets forth information relating to the solicitation of proxies by the Board of Directors (the    Board   ) of
Universal Logistics Holdings, Inc. (   Universal    or the    Company   ) in connection with our 2024 Annual Meeting of
Shareholders or any adjournment or postponement thereof (the    Annual Meeting   ). This proxy statement is being furnished by
our Board for use at the Annual Meeting to be held on April 24, 2024 at 10:00 a.m. Eastern Time. The meeting will be held at
12225 Stephens Road, Warren, Michigan 48089.
This proxy statement and form of proxy are first being mailed on or about March 29, 2024 to our shareholders of record as of
the close of business on March 8, 2024 (the    Record Date   ).
The following answers address some questions you may have regarding the Annual Meeting. These questions and answers may
not include all of the information that may be important to you, and you should refer to the more detailed information contained
elsewhere in this proxy statement.
What is the purpose of the Annual Meeting?
At the Annual Meeting, our shareholders will act upon the matters outlined in the accompanying notice. Those matters include
electing our directors, voting to approve the Universal Logistics Holdings, Inc. 2024 Equity Incentive Plan, and ratifying the
appointment of our independent public accounting firm. We will also consider such other business as may properly come before
the meeting.
Who is entitled to vote?
Only shareholders of record at the close of business on the Record Date are entitled to receive notice of the meeting and to vote
their shares at the meeting. Holders of our common stock are entitled to one vote per share.
What is the difference between a shareholder of record and a street name holder?
These terms describe how your shares are held. If your shares are registered directly in your name with our transfer agent,
Computershare Trust Company, you are a shareholder of record. If your shares are held in the name of a broker, bank, trust, or
other nominee as a custodian, you are a street name holder.
Who can attend the Annual Meeting?
All shareholders as of the Record Date or their duly appointed proxies may attend the Annual Meeting. Depending on the thencurrent conditions, attendees may be subject to health screening procedures consistent with practices advised by governmental
authorities or otherwise then in effect for visitors entering the meeting location, and seating may be limited to comply with
applicable governmental guidelines.
What is required for admission to the Annual Meeting?
Shareholders planning to attend the Annual Meeting must notify the Company at least 24 hours in advance of the meeting by
contacting our corporate secretary, Steven Fitzpatrick, at (586) 920-0100. Shareholders who are street name holders must also
bring a copy of a brokerage statement reflecting their ownership as of the Record Date in order to attend the Annual Meeting.
Shareholders who vote their shares by proxy do not need to attend the Annual Meeting. The Company urges all shareholders
to promptly submit their proxy for the meeting regardless of whether you plan to attend in person. Your vote is important.
What is a proxy?
A proxy is your legal designation of another person to vote on your behalf. By completing and returning the enclosed proxy
card, you are authorizing the people appointed as proxies by our Board to vote your shares as indicated on the proxy card.
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