P.A.M. seeks name change, conversion to Nevada corporation

According to recent filings with the U.S. Securities and Exchange Commission, Tontitown-based carrier P.A.M. Transportation Services Inc. wants to change its corporate name to PAMT CORP and convert from a Delaware to a Nevada corporation. The move would give the company more flexibility when making business decisions, including a scenario of facing a hostile takeover.

In a separate filing, P.A.M. reported its 2023 executive compensation, including a 6.6% raise for President and CEO Joe Vitiritto.

On April 22, P.A.M. board of directors approved the plan to convert from a Delaware corporation to a Nevada one, under the new corporate name of PAMT CORP. The company plans to double the shares of common stock to 100 million shares as part of the planned conversion. On Aug. 1, shareholders are expected to vote on the conversion at the company’s annual meeting.

An April 24 filing shows that P.A.M. changing to a Nevada corporation will give directors “more discretion” when making corporate decisions, “including decisions made in takeover situations.”

The filing noted that directors of the company, as a Delaware corporation, might be required “to accept an offer from the highest bidder regardless of the effect of such sale on the corporate constituencies other than the stockholders. Thus, the flexibility granted to directors of Nevada corporations when making business decisions, including in the context of a hostile takeover, are greater than those granted to directors of Delaware corporations.”

According to the filing, the company plans to remain a publicly traded company, and the move isn’t expected to affect shareholder trading. “The proposed conversion is not in connection with any pending or proposed extraordinary transaction involving the company. The company is not aware of any such proposed transaction and has no current plans to pursue or undertake any such transaction following the completion of the proposed conversion.” P.A.M. was incorporated as a Delaware corporation in June 1986 and maintains its corporate office in Tontitown.

Board chairman Matthew T. Moroun owns 72.3% of company shares. The only other shareholder that owns at least 5% of shares is Austin, Texas-based Dimensional Fund Advisors LP, which owns 6.13%.

The federal filing also shows P.A.M. is offering to purchase up to 550,000 shares at a value ranging from $15.50 to $18 per share. The deadline to tender shares is May 22.

According to a Monday (April 29) filing, Vitiritto’s base salary rose to $616,085 in 2023 from $577,670 in 2022. His total compensation fell by 29.4% to $1.13 million from $1.6 million.

Lance Stewart, vice president of finance, chief financial officer and treasurer, earned $344,840 in 2023. His total compensation was $493,326. Stewart was appointed chief financial officer and treasurer on April 3, 2023, with a base salary of $378,560, a federal filing shows. His current annual salary is $391,560.

Allen West, former chief financial officer, resigned on June 8, 2023, but agreed to work as a consultant for the company for one year. In 2023, West earned $214,630 in consulting fees and a base salary of $205,255. West’s total compensation was $591,111, down 35.7% from $919,710 in 2022.

The company typically includes executive pay information in its proxy statement filed within 120 days of the end of the fiscal year, but it was included in the Monday amendment to its March 13 annual report. It noted the company won’t file a proxy statement containing the information within the 120-day timeframe.

On April 18, P.A.M. reported its first-quarter earnings fell by 94.6% to $281,000 from $5.23 million in the same period last year. Revenue declined by 17.6% to $182.59 million from $221.72 million.

Shares of P.A.M. (NASDAQ: PTSI) closed Tuesday (April 30) at $17.13, down 10 cents or 0.58%. In the past 52 weeks, the stock has ranged between $13.51 and $28.77.