June 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): February 26, 2025 (February 20, 2025)
ARCBEST CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | 0-19969 | 71-0673405 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8401 McClure Drive Fort Smith, Arkansas (Address of principal executive offices) | | 72916 (Zip Code) |
Registrant’s telephone number, including area code: (479) 785-6000
Not Applicable
(Former name or former address, if changed since last report)
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 communication 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)) |
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 |
Common Stock $0.01 Par Value | ARCB | Nasdaq |
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 5.03 – AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On February 20, 2025, the Board of Directors (the “Board”) of ArcBest Corporation, a Delaware corporation (the “Company”), approved and adopted the Ninth Amended and Restated Bylaws (as amended and restated, the “Bylaws”) effectively immediately, to implement a “proxy access” right, which permits a stockholder (or a group of up to 20 stockholders) owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees, subject to the eligibility, procedural and disclosure requirements set forth in the Bylaws. The maximum number of director nominees nominated by all eligible stockholders that will be included in the Company’s proxy materials is the greater of two or 25% of the Board.
The complete text of the Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by Exhibit 3.1.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No. | | Description of Exhibit |
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3.1 | | Ninth Amended and Restated Bylaws of ArcBest Corporation, dated as of February 20, 2025. |
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.
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| | | ARCBEST CORPORATION |
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| | | (Registrant) |
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Date: | February 26, 2025 | | /s/ Michael R. Johns |
| Michael R. Johns | ||
| Chief Legal Officer and Corporate Secretary | ||
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