June 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2021 (April 29, 2021)
ARCBEST CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
0-19969 |
71-0673405 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number.) |
8401 McClure Drive
Fort Smith, Arkansas 72916
(479) 785-6000
(Address, including zip code, and telephone number, including area code, of
the registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock $0.01 Par Value |
ARCB |
Nasdaq |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
ITEM 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
As further described below in Item 5.07, on April 29, 2021, at the annual meeting of stockholders (the “2021 Annual Meeting”) of ArcBest Corporation (the “Company”), the stockholders of the Company approved the Second Amendment (the “Second Amendment”) to the ArcBest Corporation Ownership Incentive Plan (as so amended and restated, the “Plan”).
Previously, on February 22, 2021, the Company’s Board of Directors approved the Second Amendment, which increases the number of shares that the Company may issue under the Plan by 600,000 shares.
A copy of the Second Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary is qualified in its entirety by the complete terms and conditions of the Plan. A description of the material terms of the Plan, as amended and restated, was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 16, 2021.
ITEM 5.07 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 29, 2021, the Company’s 2021 Annual Meeting was held, at which meeting four proposals were passed by stockholders.
Matters voted on by stockholders included the following:
| (i) | the election of directors to the Company’s Board of Directors until the 2022 annual stockholders meeting; |
| (ii) | the annual advisory vote on the compensation of the Company’s Named Executive Officers; and |
| (iii) | the approval of the Second Amendment to the ArcBest Corporation Ownership Incentive Plan, as Amended and Restated. |
| (iv) | the ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021; |
The results of the stockholders’ votes are reported below.
| (i) | The following directors were elected by the indicated vote: |
| (ii) | The annual advisory vote on the compensation of the Company’s Named Executive Officers: |
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Votes For |
21,982,113 |
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Votes Against |
712,954 |
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Votes Abstained |
15,076 |
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Broker Non-Votes |
953,004 |
| (iii) | The approval of the Second Amendment to the ArcBest Corporation Ownership Incentive Plan, as Amended and Restated: |
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Votes For |
14,079,506 |
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Votes Against |
8,622,435 |
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Votes Abstained |
8,202 |
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Broker Non-Votes |
953,004 |
| (iv) | The ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021: |
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Votes For |
21,639,438 |
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Votes Against |
2,005,171 |
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Votes Abstained |
18,538 |
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Broker Non-Votes |
0 |
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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Exhibit No. |
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Description of Exhibit |
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10.1 |
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Second Amendment to the Amended and Restated ArcBest Corporation Ownership Incentive Plan |
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104 |
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Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ARCBEST CORPORATION |
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(Registrant) |
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Date: |
May 5, 2021 |
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/s/ Michael R. Johns |
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Michael R. Johns |
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Vice President – General Counsel |
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and Corporate Secretary |
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Exhibit 10.1
SECOND AMENDMENT TO THE AMENDED AND RESTATED ARCBEST
CORPORATION OWNERSHIP INCENTIVE PLAN
(Amended and Restated Effective February 22, 2019)
THIS SECOND AMENDMENT (the “Second Amendment”) to the ArcBest Corporation Ownership Incentive Plan, as amended from time to time (the “Plan”), was adopted by ArcBest Corporation’s (the “Company’s”) board of directors (the “Board”) on February 22, 2021 to be effective April 29, 2021 (the “Effective Date”).
W I T N E S S E T H:
WHEREAS, the Company previously adopted the Plan, under which the Company is authorized to grant equity-based incentive awards to certain employees and service providers of the Company;
WHEREAS, the Company’s Board has determined that it is desirable to amend the Plan, effective as of the Effective Date and subject to approval by the stockholders of the Company, to
increase the maximum number of shares for which Awards may be granted under the Plan; and
WHEREAS, Section 18 of the Plan provides that the Board may amend the Plan from time to time under certain circumstances, including to increase the maximum number of shares for which Awards may be granted under the Plan, subject to approval by the stockholders of the Company.
NOW, THEREFORE, the Plan shall be amended as of the Effective Date, subject to approval by the Company’s stockholders, as set forth below:
1. The first sentence of Section 6(a) of the Plan shall be deleted and replaced with the following:
The maximum aggregate number of Shares issuable pursuant to all Awards, since inception of the Plan, is 4,874,500.
NOW, THEREFORE, be it further provided that, except as set forth above, the Plan shall continue to read in its current state.
IN WITNESS WHEREOF, the Company has caused the execution of this Second Amendment by its duly authorized officer, effective as of the Effective Date and subject to approval of the Company’s stockholders.
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ARCBEST CORPORATION |
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By: |
/s/ Erin Gattis |
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Name: |
Erin Gattis |
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Title: |
Chief Human Resources Officer |
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Date: |
2/22/2021 |