##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended July 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 000-21057
 DYNAMEX INC.
 (Exact name of registrant as specified in its charter)
 Delaware
(State of incorporation)
    
    86-0712225
(I.R.S. Employer Identification No.)5429 LBJ Freeway, Suite 1000, Dallas, Texas
(Address of principal executive offices)
    
    75240
(Zip Code)
 Registrants telephone number, including area code: (214) 560-9000
Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $.01 per share
    
    Nasdaq Global Select Market
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company filer o o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
   i




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##### 



TABLE OF CONTENTS
 PagePART IIIITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    1ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    5ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    18ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    20ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    20PART IVITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    22EX-31.1EX-31.2
  ii




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Directors
        1




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Experience, Qualifications, Attributes and Skills of Directors
  
    
    The highest level of personal and professional ethics, integrity and
values;
    
    An inquiring and independent mind;
    
    Practical wisdom and mature judgment;
    
    Broad training and experience at the policy-making level in business, finance
and accounting, government, education or technology;
    
    Expertise that is useful to the Company and complementary to the background and
experience of other members of the Board of Directors, so that an optimal balance
of members of the Board of Directors can be achieved and maintained;
    
    Willingness to devote the required time to carrying out the duties and
responsibilities of Board membership;
    
    Commitment to serve on the Board of Directors for several years to develop
knowledge about the Companys business;
    
    Willingness to represent the best interests of all stockholders and objectively
appraise management performance; and
    
    Involvement only in activities or interests that do not conflict with the
directors responsibilities to the Company and its stockholders.
  Transportation Industry Experience:
 Financial Expertise:
 Executive Officers
  2




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Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
  Committees of the Board of Directors
  3




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Audit Committee
  Compensation Committee
  Executive Committee
  Nominating and Corporate Governance Committee
   4




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ITEM 11. EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
 Overview and Philosophy of Compensation
    
    
    growing sales by 7% per year;
    
    increasing earnings per share by 13% per year;
    
    improving cash flow and EBITDA; and
    
    increasing returns, such as return on committed capital.
   5




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##### Table of Contents



1.
    
    Compare the Companys executive compensation to proxy and survey data for the following
pay components:
 
    
    base salary;
    
    annual incentive plan amounts, measures, targets and ranges;
    
    total Cash compensation; and
    
    long-term incentives and total direct compensation.
 2.
    
    Examined long-term incentive trends and summarize market norms, including the
following:
 
    
    a peer group share allocation and dilution analysis;
    
    a review of peer company long-term incentive usage and general market trends; and
    
    an overall summary of market normal long-term incentive levels.
 3.
    
    Compile summaries for the following:
 
    
    executive benefits and perquisites; and
    
    severance and change of control provisions.
  1.
    
    companies within the same industry and/or recruiting market for executive talent and/or
may be tracked similarly by analysts;2.
    
    companies within a comparable revenue range; and3.
    
    comparable companies in terms of complexity and business risk.
  
    
    Celadon Group Inc.
    
    Covenant Transport Inc.
    
    Expeditors International of Washington, Inc.
    
    Express-1 Expedited Solutions Inc.
    
    Forward Air Corp.
    
    Frozen Food Express Industries Inc.
    
    Hub Group Inc.
    
    Knight Transportation Inc.
    
    Marten Transport Ltd.
    
    P.A.M. Transportation Services
    
    Patriot Transportation Holding Inc
    
    Quality Distribution Inc.
    
    Saia Inc.
    
    Universal Truckload Services Inc
    
    USA Truck Inc.
    
    UTI Worldwide Inc.
  6




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Elements of Compensation
  
    
    base salary;
    
    performance-based annual cash bonus determined primarily by reference to objective
financial and operating criteria;
    
    long-term equity incentives in the form of stock-based awards or grants;
    
    specified perquisites; and
    
    employee benefits that are generally available to all of our employees.
    Base Salary
  7




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Base Salary of Our Chief Executive Officer.
 Base Salary of Our Other Named Executive Officers. th
 Annual Incentive Compensation
 Performance Based Annual Cash Bonus Program.
 Consolidated
    
    Area of ResponsibiltyNamed Executive Officer
    
    Principal Position
    
    Sales Growth
    
    NOI
    
    Net Income
    
    Sales Growth
    
    NOIJames L. Welch
    
    President & CEO
    
    
    40
    %
    
    
    
    
    
    
    60
    %Ray E Schmitz
    
    Executive Vice-President & CFO
    
    
    
    
    
    
    
    
    
    
    100
    %Maynard Skarka
    
    Vice-President & COO
    
    
    20
    %
    
    
    30
    %
    
    
    50
    %Jason Bergman
    
    Vice-President U.S. National Sales
    
    
    
    
    
    
    
    
    
    
    50
    %
    
    
    35
    %
    
    
    15
    %Gilbert Jones
    
    Vice President & Corporate Controller
    
    
    
    
    
    
    
    
    
    
    100
    %
   8




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PercentUnit Targets
    
    Budget
    
    
    
    
    
    Actual
    
    
    
    
    
    AchievedTotal Company (USD $)Revenue  Core Sales
    
    $
    398.7
    
    
    million
    
    $
    386.6
    
    
    million
    
    
    97
    %Net Income
    
    $
    11.2
    
    
    million
    
    $
    10.7
    
    
    million
    
    
    95
    %United States (USD $)Revenue  Core Sales
    
    $
    251.7
    
    
    million
    
    $
    240.6
    
    
    million
    
    
    96
    %NOI
    
    $
    8.8
    
    
    million
    
    $
    5.7
    
    
    million
    
    
    65
    %Canada (CDN $)Revenue  Core Sales
    
    $
    158.4
    
    
    million
    
    $
    153.0
    
    
    million
    
    
    97
    %NOI
    
    $
    10.5
    
    
    million
    
    $
    11.1
    
    
    million
    
    
    106
    %
 Stock Option and Equity Incentive Programs
    Stock Option Awards.
  Long-Term Incentive Award Program.
 9




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Stock Ownership Guidelines
    10




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##### Table of Contents



Percentage ofNumber of Shares
    
    Number of Shares
    
    GuidelineNamed Executive Officer
    
    Principal Position
    
    Required (1)
    
    Owned
    
    Attained (1)James L. Welch
    
    President & CEO
    
    
    81,724
    
    
    
    13,000
    
    
    
    16
    %Ray E Schmitz
    
    Executive Vice-President & CFO
    
    
    51,263
    
    
    
    13,000
    
    
    
    25
    %Maynard Skarka
    
    Vice-President & COO
    
    
    37,147
    
    
    
    
    
    
    
    0
    %Jason Bergman
    
    Vice-President U.S. National Sales
    
    
    7,355
    
    
    
    
    
    
    
    0
    %Gilbert Jones
    
    Vice President & Corporate Controller
    
    
    5,944
    
    
    
    3,000
    
    
    
    50
    %
 
 (1)
    
    Guidelines determined using the executives 2010 base salary at July
31, 2010 and the closing share price of $13.46 on July 31, 2010. Specified Perquisites
    Other Compensation
  Employment Agreements
  Retention Agreements
  11




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Compensation Committee Interlocks and Insider Participation
  COMPENSATION COMMITTEE REPORT
   
 12




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SUMMARY COMPENSATION TABLE
 Summary
  Summary Compensation Table
 Change in PensionValue andAnnual Compensation
    
    Long-Term Compensation
    
    Non-Equity
    
    Nonqualified
    
    All OtherStock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    Compen-
    
    TotalFiscal
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    sation
    
    CompensationName
and Principal Position
    
    Year
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($) (3)
    
    ($)
    
    Earnings ($)
    
    ($)
    
    $
    
    NotesJames L. Welch
    
    
    2010
    
    
    
    543,269
    
    
    
    280,415
    
    
    
    620,530
    
    
    
    301,670
    
    
    
    
    
    
    
    
    
    
    
    32,125
    
    
    
    1,778,009
    
    
    
    (4
    )President and Chief
    
    
    2009
    
    
    
    392,429
    
    
    
    
    
    
    
    664,930
    
    
    
    227,504
    
    
    
    
    
    
    
    
    
    
    
    19,346
    
    
    
    1,304,208Executive Officer
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ray E. Schmitz
    
    
    2010
    
    
    
    345,000
    
    
    
    128,513
    
    
    
    264,441
    
    
    
    128,558
    
    
    
    
    
    
    
    
    
    
    
    15,563
    
    
    
    882,075
    
    
    
    (5
    )Vice President 
    
    
    2009
    
    
    
    349,615
    
    
    
    
    
    
    
    135,004
    
    
    
    83,811
    
    
    
    
    
    
    
    
    
    
    
    16,747
    
    
    
    585,177Chief Financial Officer
    
    
    2008
    
    
    
    296,154
    
    
    
    146,326
    
    
    
    56,004
    
    
    
    301,353
    
    
    
    
    
    
    
    
    
    
    
    17,430
    
    
    
    817,266Maynard K. Skarka
    
    
    2010
    
    
    
    51,923
    
    
    
    14,053
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,846
    
    
    
    67,822
    
    
    
    (6
    )Vice President 
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Operations Officer
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jason W. Bergman
    
    
    2010
    
    
    
    194,192
    
    
    
    95,114
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (77
    )
    
    
    9,330
    
    
    
    298,559
    
    
    
    (7
    )Vice President 
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    National Sales U.S.
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gilbert Jones
    
    
    2010
    
    
    
    157,865
    
    
    
    29,441
    
    
    
    58,243
    
    
    
    28,315
    
    
    
    
    
    
    
    3,052
    
    
    
    2,367
    
    
    
    279,284
    
    
    
    (8
    )Vice President 
    
    
    2009
    
    
    
    150,577
    
    
    
    7,250
    
    
    
    32,988
    
    
    
    20,486
    
    
    
    
    
    
    
    
    
    
    
    2,200
    
    
    
    213,501Corporate Controller
    
    
    2008
    
    
    
    122,953
    
    
    
    25,165
    
    
    
    
    
    
    
    75,338
    
    
    
    
    
    
    
    
    
    
    
    1,843
    
    
    
    225,299Catherine J. Taylor
    
    
    2010
    
    
    
    66,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    273,755
    
    
    
    340,415
    
    
    
    (9
    )President  USA
    
    
    2009
    
    
    
    284,769
    
    
    
    
    
    
    
    108,003
    
    
    
    67,043
    
    
    
    
    
    
    
    
    
    
    
    19,087
    
    
    
    478,901Operations
    
    
    2008
    
    
    
    235,384
    
    
    
    118,716
    
    
    
    
    
    
    
    226,015
    
    
    
    
    
    
    
    
    
    
    
    18,632
    
    
    
    598,747
 
 (1)
    
    The bonus awards above were earned based upon the achievement of performance
measures approved by the Compensation Committee of the Board of Directors with the following
exception: Mr. Bergman was awarded a $20,000 signing bonus upon his commencement of employment.(2)
    
    The amounts included in this column reflect the aggregate grant date fair value of
restricted stock and performance share awards computed in accordance with stock based
compensationFASB ASC 718 as discussed in footnote 1 of the Companys financial statements in Part
IV of the Companys Annual Report on Form 10-K and in the caption Stock Option and Equity
Incentive Programsof this Item 10. The value of the performance share awards are calculated based
upon the probable outcome of such conditions at the time of the grant.(3)
    
    The amounts included in this column reflect the aggregate grant date fair value of
option awards computed in accordance with stock based compensationFASB ASC 718 as discussed in
footnote 1 of the Companys financial statements in Part IV of the Companys Annual Report on Form
10-K.(4)
    
    Mr. Welch received $12,007, $9,000, and $0 in 2010, 2009, and 2008, respectively, as
an auto allowance as well as benefits totaling $13,729, $9,740, and $0 in 2010, 2009, and 2008,
respectively, for Company paid health and dental insurance premiums. Mr. Welchs Company-matched
401(k) contributions were $6,388, $606, and $0 in 2010, 2009, and 2008, respectively.(5)
    
    Mr. Schmitz received benefits totaling $13,729, $12,988, and $12,988 in 2010, 2009,
and 2008, respectively, for Company paid health and dental insurance premiums. Mr. Schmitzs
Company-matched 401(k) contributions were $1,834, $3,760, and $4,442 in 2010, 2009, and 2008,
respectively. 13




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##### Table of Contents



(6)
    
    Mr. Skarka was appointed Vice President and Chief Operating Officer in May 2010. Mr.
Skarka received $1,846, $0, and $0 in 2010, 2009, and 2008, respectively, as an auto allowance.(7)
    
    Mr. Bergman received $8,400, $0 and $0 in 2010, 2009, and 2008, respectively, as an
auto allowance. Mr. Bergmans Company-matched 401(k) contributions were $920, $0, and $0 in 2010,
2009, and 2008, respectively.(8)
    
    Mr. Jones Company-matched 401(k) contributions were $2,367, $2,200, and $1,843 in
2010, 2009, and 2008, respectively.(9)
    
    Ms. Taylor received $692, $12,000, and $12,000 in 2010, 2009, and 2008,
respectively, as an auto allowance as well as $3,278, $3,101, and $3,101 in 2010, 2009, and 2008,
respectively, for Company paid health and dental insurance premiums. Ms. Taylors Company-matched
401(k) contributions/(refunds) were $(216), $3,986, and $3,531 in 2010, 2009, and 2008,
respectively. Ms. Taylor resigned from the Company effective August 15, 2009 and received $270,000
of severance for the year ended July 31, 2010, which is included in the above other compensation
column. Employment Agreements and Potential Payments Upon Termination or Change-In-Control
     14




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AcceleratedLump Sum
    
    Continuation
    
    Vesting ofSeverance
    
    of Insurance
    
    StockName
    
    Payment (1)
    
    Benefit
    
    Awards (2)James L. Welch
    
    
    550,000
    
    
    
    13,729
    
    
    
    838,908Ray E. Schmitz
    
    
    1,035,000
    
    
    
    19,482
    
    
    
    278,304Gilbert Jones
    
    
    
    
    
    
    
    
    
    
    57,972
 
 (1)
    
    Payment based on FY 2010 salary plus FY 2010 bonus.(2)
    
    Accelerated vesting of restricted stock and performance units were determined
by measuring the fair value of unvested amounts as of July 31, 2010, utilizing the
provisions of stock based compensationASC 718, Share-based Payments. Grants of Plan Based Awards during FY 2010
  All
    
    All otherother
    
    optionstock
    
    awards:awards:
    
    numbernumber
    
    ofEstimated future payouts
    
    
    
    
    
    
    
    
    
    
    
    
    
    of
    
    securities
    
    Exercise
    
    Grantunder Non-equity incentive
    
    Estimated future payouts under
    
    shares
    
    under-
    
    price of
    
    date fairplan awards
    
    
    
    
    
    equity incentive plan awards
    
    of stock
    
    lying
    
    option
    
    value ofGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or units
    
    options
    
    awards
    
    stock andName
    
    date
    
    Dollars
    
    Dollars
    
    Dollars
    
    Shares
    
    Shares
    
    Shares
    
    (#)
    
    (#)
    
    ($/Sh)
    
    option awardsJames L. Welch
    
    
    11/15/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,820
    
    
    
    54,316
    
    
    
    85,802
    
    
    
    
    
    
    
    
    
    
    $
    18.62
    
    
    $
    7.80Ray E. Schmitz
    
    
    11/15/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,675
    
    
    
    23,147
    
    
    
    36,565
    
    
    
    
    
    
    
    
    
    
    $
    18.62
    
    
    $
    7.80Gilbert Jones
    
    
    11/15/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,113
    
    
    
    5,098
    
    
    
    8,052
    
    
    
    
    
    
    
    
    
    
    $
    18.62
    
    
    $
    7.80
 15




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Outstanding Equity Awards at End of FY 2010
  Option Awards
    
    
    Stock AwardsEquityIncentive Plan
    
    
    Equity IncentiveEquity Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    Plan Awards:Plan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market orNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unearned
    
    
    Payout Value ofSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market Value
    
    
    Shares, Units
    
    
    UnearnedOption or
    
    
    Underlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    of Shares or
    
    
    or Other
    
    
    Shares, Units orRestricted
    
    
    Unexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Units of Stock
    
    
    Units of Stock
    
    
    Rights That
    
    
    Other RightsStock Grant
    
    
    Options (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Exercise Price
    
    
    Expiration
    
    
    That Have Not
    
    
    That Have Not
    
    
    Have Not
    
    
    That Have NotName
    
    Date
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    ($/Sh)
    
    
    Date
    
    
    Vested (#)
    
    
    Vested ($)
    
    
    Vested (#)
    
    
    Vested ($)James L.
    
    
    11/04/08
    
    
    
    
    
    
    
    21,667
    
    
    
    
    
    
    $
    25.01
    
    
    
    11/04/18
    
    
    
    
    
    
    
    
    
    
    
    13,000
    
    
    
    174,980Welch
    
    
    6/2/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,000
    
    
    
    215,36011/15/09
    
    
    
    
    
    
    
    
    
    
    
    20,990
    
    
    $
    27.98
    
    
    
    11/15/19
    
    
    
    
    
    
    
    
    
    
    
    33,326
    
    
    
    448,568
    
    
    
    21,667
    
    
    
    20,990
    
    
    
    
    
    
    
    
    
    
    
    16,000
    
    
    
    215,360
    
    
    
    46,326
    
    
    
    623,548Ray E.
    
    
    06/18/02
    
    
    
    13,500
    
    
    
    
    
    
    
    
    
    
    $
    2.30
    
    
    
    06/18/12Schmitz
    
    
    06/22/04
    
    
    
    22,000
    
    
    
    
    
    
    
    
    
    
    $
    13.99
    
    
    
    06/22/1410/24/05
    
    
    
    9,000
    
    
    
    6,000
    
    
    
    
    
    
    $
    16.50
    
    
    
    10/24/1509/27/06
    
    
    
    8,000
    
    
    
    12,000
    
    
    
    
    
    
    $
    21.34
    
    
    
    09/27/1610/24/07
    
    
    
    4,000
    
    
    
    16,000
    
    
    
    
    
    
    $
    29.22
    
    
    
    10/24/1709/20/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    348
    
    
    
    4,68409/17/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,301
    
    
    
    17,51709/26/08
    
    
    
    
    
    
    
    
    
    
    
    7,982
    
    
    $
    27.98
    
    
    
    09/26/18
    
    
    
    
    
    
    
    
    
    
    
    4,825
    
    
    
    64,94511/15/09
    
    
    
    
    
    
    
    
    
    
    
    8,945
    
    
    $
    18.62
    
    
    
    11/15/19
    
    
    
    
    
    
    
    
    
    
    
    14,202
    
    
    
    191,15956,500
    
    
    
    34,000
    
    
    
    16,927
    
    
    
    
    
    
    
    
    
    
    
    1,649
    
    
    
    22,201
    
    
    
    19,027
    
    
    
    256,103Gilbert
    
    
    10/24/07
    
    
    
    2,000
    
    
    
    3,000
    
    
    
    
    
    
    $
    29.22
    
    
    
    10/24/17Jones
    
    
    09/26/08
    
    
    
    
    
    
    
    
    
    
    
    1,951
    
    
    $
    27.98
    
    
    
    09/26/18
    
    
    
    
    
    
    
    
    
    
    
    1,179
    
    
    
    15,86911/15/09
    
    
    
    
    
    
    
    
    
    
    
    1,970
    
    
    $
    18.62
    
    
    
    11/15/19
    
    
    
    
    
    
    
    
    
    
    
    3,128
    
    
    
    42,1032,000
    
    
    
    3,000
    
    
    
    3,921
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,307
    
    
    
    57,972
  Stock Option Exercises And Stock Awards Vested
  Stock Option Exercises and Stock Awards Vested During Fiscal Year 2010
 Stock Option Exercises
    
    Stock Awards VestedNumber ofShares
    
    Value
    
    Number of
    
    ValueAcquired
    
    Realized
    
    Shares
    
    Realizedon
    
    on
    
    Acquired
    
    onExercise
    
    Exercise
    
    on Vesting
    
    VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)James L. Welch
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    64,240Ray E. Schmitz
    
    
    
    
    
    
    
    
    
    
    608
    
    
    
    10,181
 16




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##### Table of Contents



Nonqualified Deferred Compensation
  Aggregate
    
    Aggregate
    
    AggregateExecutive
    
    Registrant
    
    Earnings/
    
    Withdrawals/
    
    BalanceContributions in
    
    Contributions in
    
    (losses) in
    
    Distributions
    
    at July2010
    
    2010
    
    2010
    
    in 2010
    
    31, 2010Name
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Jason W. Bergman
    
    
    5,557
    
    
    
    
    
    
    
    (77
    )
    
    
    
    
    
    
    5,480Gilbert Jones
    
    
    11,010
    
    
    
    
    
    
    
    3,052
    
    
    
    
    
    
    
    38,983
 Director Compensation
  Director Compensation Table
 Non-equity
    
    NonqualifiedFees Earned
    
    
    
    
    
    
    
    
    
    Incentive
    
    deferredor Paid in
    
    
    
    
    
    Option
    
    Plan
    
    compensation
    
    All other
    
    TotalCash
    
    Stock Awards
    
    Awards
    
    Compensation
    
    earnings
    
    compensation
    
    CompensationName
    
    ($)
    
    ($)
    
    ($) (1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Brian J. Hughes
    
    
    30,500
    
    
    
    
    
    
    
    28,303
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,803Wayne Kern (2)
    
    
    30,500
    
    
    
    
    
    
    
    28,303
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,803Craig R. Lentzsch
    
    
    40,000
    
    
    
    
    
    
    
    28,303
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,303Bruce E. Ranck
    
    
    32,000
    
    
    
    
    
    
    
    28,303
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,303Stephen P. Smiley
    
    
    42,500
    
    
    
    
    
    
    
    28,303
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,803175,500
    
    
    
    
    
    
    
    141,515
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    317,015
 
 (1)
    
    Option Awards to directors vest immediately; accordingly, the amount shown
is equal to the amount of the grant date fair value on the date of issuance.
See Note 1 Stock-based compensation and Note 10 of the Notes to Consolidated
Financial Statements contained in our Annual Report on Form 10-K for the
weighted-average assumptions used for grants for the three years ended July 31,
2010.(2)
    
    Mr. Kern does not receive additional compensation to serve as the
Companys Corporate Secretary. Discussion of Director Compensation
  17




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  Number of
    
    
    
    
    
    
    Number ofsecurities to be
    
    
    Weighted-average
    
    
    securitiesissued upon
    
    
    exercise
    
    
    remaining availableexercise of
    
    
    price of
    
    
    for futureoutstanding
    
    
    outstanding
    
    
    issuance underoptions,
    
    
    options,
    
    
    equityPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    compensation plansEquity compensation plans
approved by security holders
    
    
    550,764
    
    
    $
    21.60
    
    
    
    995,436Equity compensation plans
not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    550,764
    
    
    $
    21.60
    
    
    
    995,436
 
 (1)
    
    Includes 47,500 shares reserved for future issuance to non-employee
directors. Beneficial Ownership of Common Stock
  18




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##### Table of Contents



Shares Beneficially OwnedName of Beneficial Owner
    
    Number (1)
    
    PercentDirectors and executive officers:Richard K. McClelland
    
    
    90,723
    
    
    
    *James L. Welch
    
    
    21,498
    
    
    
    *Ray E. Schmitz
    
    
    98,243
    
    
    
    1.00
    %Maynard K. Skarka
    
    
    
    
    
    
    *Jason W. Bergman
    
    
    
    
    
    
    *Gilbert Jones
    
    
    7,562
    
    
    
    *Brian J. Hughes
    
    
    15,000
    
    
    
    *Wayne Kern
    
    
    43,640
    
    
    
    *Bruce E. Ranck
    
    
    55,000
    
    
    
    *Stephen P. Smiley
    
    
    23,160
    
    
    
    *Craig R. Lentzsch
    
    
    12,000
    
    
    
    *All directors and executive officers as a group
    
    
    366,827
    
    
    
    3.62
    %5% shareholders:FMR LLC(2)82 Devonshire StreetBostone, MA 02109
    
    
    1,458,631
    
    
    
    14.95
    %Centaurus Capital LP(3)33 Cavendish Square, 16th Floor,London, WIG OPW, United Kingdom
    
    
    963,988
    
    
    
    9.88
    %FBR Capital Markets Corporation(4)1001 19th Street NorthArlington, VA 22209
    
    
    914,315
    
    
    
    9.37
    %Timothy E. Moriarty(5)150 Broadway Suite 1915New York, New York 10038
    
    
    857,444
    
    
    
    8.79
    %Blackrock(6)40 East 52nd StreetNew York, NY 10022
    
    
    711,850
    
    
    
    7.30
    %Riverbridge(7)801 Nicollet Mall, Suite 600,Minneapolis, MN 55402
    
    
    550,629
    
    
    
    5.64
    %Luther King Capital Management Corporation(8)301 Commerce Street, Suite 1600Fort Worth, Texas 76102
    
    
    550,482
    
    
    
    5.64
    %
 
 *
    
    Indicates less than 1%.(1)
    
    Includes shares issuable upon the exercise of stock options outstanding and fully
vested on or within 60 days after September 30, 2010, as follows: Mr. McClelland 
77,723; Mr. Welch  16,998; Mr. Schmitz  85,243; Mr. Jones 4,562; Mr. Hughes  15,000;
Mr. Kern  20,000; Mr. Ranck  25,000; Mr. Smiley  20,000; and. Mr. Lentzsch  9,000(2)
    
    Based on information as of February 12, 2010 as reported on Schedule 13G by FMR LLC.(3)
    
    Based on notice received from such holder on November 12, 2010.(4)
    
    Based on information as of October 21, 2010 as reported on Schedule 13D by FBR Capital
Markets Corporation.(5)
    
    Based on information as of August 31, 2010 as reported on Schedule 13D/A by Timothy E.
Moriarity. 19




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##### Table of Contents



(6)
    
    Based on information as of December 31, 2009 as reported on Schedule 13G by Blackrock.(7)
    
    Based on information as of December 31, 2009 as reported on Schedule 13G by
Riverbridge.(8)
    
    Based on information as of October 4, 2010 as reported on Schedule 13D by Luther King
Capital Management Corporation. Changes in Control
   
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Transactions with related persons, promoters or certain controls persons
  Director Independence
  
 ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
 Principal Accountant Fees and Services
  Fiscal 2010
    
    
    Fiscal 2009Fee Category
    
    Fees
    
    
    FeesAudit Fees
    
    $
    356,000
    
    
    $
    483,067Audit Related Fees
    
    
    44,200
    
    
    
    28,090Total Fees
    
    $
    400,200
    
    
    $
    511,157
 Audit Fees
 20




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##### Table of Contents



Audit-Related Fees
 Tax Fees
 All Other Fees
 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Auditors
  21




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Exhibits
  22




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##### Table of Contents



SIGNATURES
  Dynamex Inc.,
A Delaware corporationBy:
    /s/ Ray E. SchmitzRay E. Schmitz, Executive Vice-President and Chief Financial Officer




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description31.1(1)
    
    Certification of Chief Executive Officer of the Registrant, pursuant to 17 CFR 240.13a  14(a)
Or 17 CFR 240.15d  14(a)31.2(1)
    
    Certification of Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a  14(a)
Or 17 CFR 240.15d  14(a)
 
 (1)
    
    Filed herewith.