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 6, 2019 (April 30, 2019)
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 No.) |
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.
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))
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 o
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. o
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 30, 2019, at the annual meeting of stockholders (the “Annual Meeting”) of ArcBest Corporation (the “Company”), the stockholders of the Company approved the amendment and restatement of the Company’s 2005 Ownership Incentive Plan (as so amended and restated, the “Plan”).
Previously, on February 22, 2019, the Company’s Board of Directors approved the Plan, which, among other things: (a) increases the number of shares that the Company may issue under the Plan by 625,000 shares; (b) imposes an annual, calendar-year-based limitation on the value that may be awarded under the Plan to each non-employee director; (c) extends the term of the Plan until February 22, 2029; and (d) renames the Plan to the “ArcBest Corporation Ownership Incentive Plan.”
A copy of the Plan 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 8, 2019.
ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of the Company was held on April 30, 2019, 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 2020 annual stockholders meeting;
(ii) the ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2019;
(iii) the annual advisory vote on the compensation of the Company’s named executive officers; and
(iv) the approval of the ArcBest Corporation Ownership Incentive Plan, as amended and restated.
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 | | 22,274,653 | | 49,468 | | 1,803,977 | |
Stephen E. Gorman | | 22,227,982 | | 96,139 | | 1,803,977 | |
Michael P. Hogan | | 22,187,842 | | 136,279 | | 1,803,977 | |
William M. Legg | | 21,856,592 | | 467,529 | | 1,803,977 | |
Kathleen D. McElligott | | 22,267,600 | | 56,521 | | 1,803,977 | |
Judy R. McReynolds | | 22,113,279 | | 210,842 | | 1,803,977 | |
Craig E. Philip | | 22,274,096 | | 50,025 | | 1,803,977 | |
Steven L. Spinner | | 22,178,782 | | 145,339 | | 1,803,977 | |
Janice E. Stipp | | 22,188,467 | | 135,654 | | 1,803,977 | |
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(ii) The ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2019:
Votes For | | 21,388,137 | |
Votes Against | | 2,716,518 | |
Votes Abstained | | 23,443 | |
Broker Non-Votes | | 0 | |
(iii) The annual advisory vote on the compensation of the Company’s named executive officers:
Votes For | | 21,722,096 | |
Votes Against | | 568,002 | |
Votes Abstained | | 34,023 | |
Broker Non-Votes | | 1,803,977 | |
(iv) The approval of the Plan, as amended and restated:
Votes For | | 21,295,397 | |
Votes Against | | 1,001,259 | |
Votes Abstained | | 27,465 | |
Broker Non-Votes | | 1,803,977 | |
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
10.1 ArcBest Corporation Ownership Incentive Plan
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.
| | ARCBEST CORPORATION |
| | (Registrant) |
| | |
| | | |
Date: | May 6, 2019 | | /s/ Michael R. Johns |
| | Michael R. Johns |
| | Vice President — General Counsel and |
| | Corporate Secretary |
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