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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): May 1, 2024 (April 26, 2024)
ARCBEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
0-19969 |
71-0673405 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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8401 McClure Drive Fort Smith, Arkansas (Address of principal executive offices) |
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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.
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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)) |
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 |
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 5.07 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 26, 2024, ArcBest Corporation (the “Company”) held its 2024 annual meeting of stockholders, at which meeting the following four proposals were voted on by stockholders:
| (i) | the election of directors to the Company’s Board of Directors (the “Board”) until the 2025 annual stockholders meeting; |
| (ii) | the annual advisory vote on the compensation of the Company’s Named Executive Officers; |
| (iii) | the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024; and |
| (iv) | the approval of an amendment of the Company’s Second Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements. |
The results of the stockholders’ votes are reported below.
Proposal I: The following directors were elected by the indicated vote:
Directors |
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
Salvatore A. Abbate |
19,608,169 |
1,876,566 |
9,856 |
886,623 |
Eduardo F. Conrado |
19,435,535 |
2,048,971 |
10,085 |
886,623 |
Fredrik J. Eliasson |
19,833,352 |
1,651,353 |
9,886 |
886,623 |
Michael P. Hogan |
19,621,234 |
1,863,471 |
9,886 |
886,623 |
Kathleen D. McElligott |
19,550,941 |
1,935,648 |
8,002 |
886,623 |
Judy R. McReynolds |
19,566,533 |
1,919,230 |
8,828 |
886,623 |
Craig E. Philip |
19,547,550 |
1,936,719 |
10,322 |
886,623 |
Steven L. Spinner |
19,533,061 |
1,951,070 |
10,460 |
886,623 |
Janice E. Stipp |
19,565,806 |
1,919,786 |
8,999 |
886,623 |
Proposal II: The annual advisory vote on the compensation of the Company’s Named Executive Officers was approved by a vote of stockholders as follows:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
20,797,156 |
677,697 |
19,738 |
886,623 |
Proposal III: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was approved by a vote of stockholders as follows:
Votes For |
Votes Against |
Votes Abstained |
21,819,866 |
548,639 |
12,709 |
Proposal IV: The amendment of the Company’s Second Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements was approved by a vote of stockholders as follows:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
20,939,747 |
539,180 |
15,664 |
886,623 |
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 1, 2024 |
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/s/ Michael R. Johns |
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Michael R. Johns |
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Chief Legal Officer |
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and Corporate Secretary |
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