This excerpt taken from the HUBG DEF 14A filed Mar 24, 2005.
Additional Effects of the Stock Split
Upon the effectiveness of the stock split, appropriate adjustments will be made to stock options and other stock-based instruments awarded and to be awarded under Hub Group's compensation, incentive and benefit programs.
Upon the effectiveness of the stock split, the number of votes per share to which the holders of shares of Class B Common Stock were entitled immediately prior to the stock split will be adjusted to represent the same proportionate voting power after the stock split. The adjustment will be made according to the following formula:
No other adjustments will be made to the terms of the Class B Common Stock as a result of the stock split.
Under Delaware law, Hub Group's stockholders are not entitled to dissenters' rights with respect to the proposed amendment to Hub Group's Certificate of Incorporation. Furthermore, Hub Group's current holders of Class A Common Stocks do not have preemptive rights; nor will the holders of the Class A Common Stock issued as a result of the stock split. Not having preemptive rights means that holders of Class A Common Stock do not have the right to purchase shares in any future issuance of Common Stock in order to maintain their proportionate equity interests in Hub Group.
Although the Board of Directors will authorize the further issuance of Class A Common Stock after the stock split only when it considers such issuance to be in the best interests of Hub Group, stockholders should recognize that any such issuance of additional stock will have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock and the equity and voting rights of holders of shares of Common Stock.