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ARCB ArcBest

Filed: 5 May 21, 1:47pm

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)

Delaware

0-19969

71-0673405

(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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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.

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:

Directors

Votes For

Votes Withheld

Broker Non-Votes

Eduardo F. Conrado

22,623,636

86,507

953,004

Fredrik J. Eliasson

22,465,286

244,857

953,004

Stephen E. Gorman

22,622,996

87,147

953,004

Michael P. Hogan

22,471,800

288,343

953,004

Kathleen D. McElligott

22,612,631

97,512

953,004

Judy R. McReynolds

22,475,886

234,257

953,004

Craig E. Philip

22,623,294

86,849

953,004

Steven L. Spinner

22,464,642

245,501

953,004

Janice E. Stipp

21,300,025

1,410,118

953,004

(ii)The annual advisory vote on the compensation of the Company’s Named Executive Officers:  

Votes For

21,982,113

Votes Against

712,954

Votes Abstained

15,076

Broker Non-Votes

953,004

(iii)The approval of the Second Amendment to the ArcBest Corporation Ownership Incentive Plan, as Amended and Restated:  

Votes For

14,079,506

Votes Against

8,622,435

Votes Abstained

8,202

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:

Votes For

21,639,438

Votes Against

2,005,171

Votes Abstained

18,538

Broker Non-Votes

0

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.

Description of Exhibit

10.1

Second Amendment to the Amended and Restated ArcBest Corporation Ownership Incentive Plan

104

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.

Se

ARCBEST CORPORATION

(Registrant)

Date:

May 5, 2021

/s/ Michael R. Johns

Michael R. Johns

Vice President – General Counsel

and Corporate Secretary