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): July 27, 2011 (July 21, 2011)
ARKANSAS BEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
| 0-19969 |
| 71-0673405 |
(State or other |
| (Commission |
| (IRS Employer |
jurisdiction of |
| File Number) |
| Identification No.) |
incorporation or |
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organization) |
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3801 Old Greenwood Road
Fort Smith, Arkansas 72903
(479) 785-6000
(Address, including zip code, and telephone number, including area code, of
the registrant’s principal executive offices)
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.
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. |
| DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On July 21, 2011, the Board of Directors (the “Board”) of Arkansas Best Corporation (the “Company”) elected Steven L. Spinner to the Board as a director, effective July 21, 2011. Mr. Spinner was also appointed to the Audit Committee of the Board. Mr. Spinner’s term on the Board will expire at the Company’s annual meeting of stockholders in 2012.
There are no understandings or arrangements between Mr. Spinner and any other person pursuant to which Mr. Spinner was elected to serve as a director of the Company. Mr. Spinner is the President and Chief Executive Officer and a director of United Natural Foods, Inc. (“UNFI”). In 2010, UNFI made payments to ABF Freight System, Inc., the primary subsidiary of the Company, in the amount of $1.6 million for transportation services.
As a non-employee director, Mr. Spinner will receive an initial grant of restricted stock units valued at $100,000 on August 9, 2011 pursuant to the Form of Restricted Stock Unit Agreement (the “Restricted Stock Unit Agreement”). The foregoing description is qualified in its entirety by reference to the full text of the Form of Restricted Stock Unit Agreement previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 5, 2009, and incorporated herein by reference.
In addition, the Company entered into an indemnification agreement with Mr. Spinner on July 21, 2011 (the “Indemnification Agreement”). The Indemnification Agreement provides that the Company will indemnify Mr. Spinner in connection with serving in his capacity as a director of the Company to the fullest extent authorized, permitted or not prohibited (i) by the General Corporation Law of the State of Delaware, or any other applicable law (including judicial, regulatory or administrative interpretations or readings thereof), the Company’s Restated Certificate of Incorporation or Amended and Restated Bylaws as in effect on the date hereof, or (ii) by any amendment thereof or other statutory provisions authorizing or permitting such indemnification that is adopted after the date hereof. The foregoing description is qualified in its entirety by reference to the full text of the Form of Indemnification Agreement previously filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 24, 2010, and incorporated herein by reference.
ITEM 9.01 EXHIBITS
(d) Exhibits
Exhibit Number |
| Description |
10.1#** |
| Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 5, 2009, Commission File No. 0-19969, and incorporated herein by reference). |
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10.2** |
| Form of Indemnification Agreement by and between Arkansas Best Corporation and the Company’s Board of Directors (previously filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 24, 2010, Commission File No. 0-19969, and incorporated herein by reference). |
99.1* |
| Press release of the Company issued July 25, 2011. |
# |
| Designates a compensation plan or arrangement for directors or officers. |
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* |
| Filed herewith. |
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** |
| Furnished herewith. |
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.
ARKANSAS BEST CORPORATION | |||
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(Registrant) | |||
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Date: | July 27, 2011 |
| /s/ Michael R. Johns |
| Michael R. Johns, | ||
| Vice President – General Counsel and | ||
| Corporate Secretary | ||
EXHIBIT INDEX
Exhibit Number |
| Description |
10.1#** |
| Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 5, 2009, Commission File No. 0-19969, and incorporated herein by reference). |
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10.2** |
| Form of Indemnification Agreement by and between Arkansas Best Corporation and the Company’s Board of Directors (previously filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 24, 2010, Commission File No. 0-19969, and incorporated herein by reference). |
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99.1* |
| Press release of the Company issued July 25, 2011. |
# |
| Designates a compensation plan or arrangement for directors or officers. |
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* |
| Filed herewith. |
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** |
| Furnished herewith. |