8-K

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):  February 23, 2012 (February 17, 2012)

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 0-19969 (Commission File Number) 71-0673405 (IRS Employer Identification Number)

3801 Old Greenwood Road Fort Smith, Arkansas (Address of principal executive offices) 72903
(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:

o    Written communications 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)

oPre-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 February 17, 2012 the Compensation Committee (the “Committee”) of the Board of Directors of Arkansas Best Corporation (the “Company”) took the following actions:

2012 Annual Incentive Compensation Performance Measures

The Committee approved the performance measure and goals and the individual target incentive awards for 2012 under the Company’s Executive Officer Annual Incentive Plan (“Plan”). The 2012 performance measures are weighted equally based on operating income improvement metrics and the return on capital employed (“ROCE”) for the Company.  A minimum operating income improvement of $20 million for 2012 (as determined in the attached form of agreement) over 2011operating income (as determined in the attached form of agreement) must be achieved to earn the threshold incentive under the operating income component of the Plan with higher levels of operating income improvement resulting in additional earned incentive. A minimum of 5% ROCE must be achieved for an incentive to be earned under the ROCE component with higher levels of ROCE resulting in additional earned incentive.

To the extent the target ROCE is achieved, which is in excess of the operating income target, the executive officers of the Company and ABF Freight System, Inc. (“ABF”) will receive the following amounts:

Attainment of Target ROCE

Company’s President — CEO	$	812,200
ABF’s President — CEO	$	370,800
Senior Vice Presidents of Company and ABF	$	207,650
Company’s Vice President — CFO	$	169,100

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The actual incentive earned will depend on the final level of operating income improvement and ROCE achieved for 2012 and each participant’s base salary earned in 2012.

The maximum potential payout under the Plan is 300% of the target payout factor of the ROCE measure and 200% of the target payout factor of the operating income measure.

The Company’s named executive officers participate in the Company’s Annual Incentive Compensation Plan.

The Plan was originally approved on April 20, 2005 and amendment one to the Plan was approved on April 22, 2010 both by the Company’s stockholders at the Company’s annual stockholders meeting.

A copy of the annual plan form of agreement approved by the Committee is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. The Company intends to use this form of agreement from time to time in connection with awards to named executive officers and certain employees.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

99.1         20[XX] Schedule — ABC 16b Annual Incentive Compensation Plan.

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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
		(Registrant)
Date:	February 23, 2012		/s/ Michael R. Johns
			Michael R. Johns,
			Vice President — General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	20[XX] Schedule — ABC 16b Annual Incentive Compensation Plan.

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EX-99.1

Exhibit 99.1

20[XX] Schedule

ABC 16b Annual Incentive Compensation Plan

Pursuant to the Executive Officer Annual Incentive Compensation Plan (the “Governing Plan”), the Compensation Committee of the Arkansas Best Corporation Board of Directors (the “Compensation Committee”) has adopted the following Individual Award Opportunities, Performance Measures, and Participants for Arkansas Best Corporation and ABF Freight System, Inc., for the 20[XX] — ABC 16b Annual Incentive Compensation Plan (the “20[XX] Plan”). The Compensation Committee has determined that the 20[XX] Plan incentive will include the following components:

20[XX] Operating Income Improvement over 20[XX] Operating Income (“Operating Income Component”)	50% weighting
ROCE Component	50% weighting

The weighting of the components is determined by the Compensation Committee for each Measurement Period.

I. Defined Terms

A.  Base Salary for Executive Officers. Base Salary for Executive Officers (Executive Officer for this purpose is defined as an employee who, as of the last day of the applicable Plan Year, is covered by the compensation limitations of Code Section 162(m) or the regulations issued thereunder)is defined as an Executive Officer’s total base salary paid, while an eligible Participant in the 20[XX]Plan, for the designated Measurement Period, but in no event shall the Base Salary for an Executive Officer exceed the monthly base salary for the Executive Officer as most recently approved by the Compensation Committee as of the end of the day on which the Plan is approved for the Measurement Period or, if later, the day on which the Participant becomes an Executive Officer with a salary approved by the Compensation Committee, multiplied by twelve, multiplied by 150%.  Base Salary is not reduced by any voluntary salary reductions or any salary reduction contributions made to any salary reduction plan, defined contribution plan or other deferred compensation plans of the Company, but does not include any payments under the Plan, any stock option or other type of equity plan, or any other bonuses, incentive pay or special awards.

B. Base Salary. Base Salary for Participants other than Executive Officers is defined as a Participant’s total base salary paid, while an eligible Participant in the 20[XX] Plan, for the designated Measurement Period.  Base Salary is not reduced by any voluntary salary reductions or any salary reduction contribution made to any salary reduction plan, defined contribution plan or other deferred compensation plans of the Company, but does not include any payments under the Governing Plan, any stock option, restricted stock or other type of equity plan, or any other bonuses, incentive pay or special awards.

C.  Measurement Period.  The Measurement Period is January 1, 20[XX] to December 31, 20[XX].

D.  Retirement. Retirement shall mean Participant’s retirement from active employment at or after age 65 or retirement from the Company or Subsidiary at or after age 55, so long as the Participant has, as of the date of such retirement, at least 10 years of service with the Company or any Subsidiary. Officers and/or Executive Officers must be a Participant in the Plan during the Plan Year for not less than ninety (90) days prior to his or her Retirement to be eligible for an incentive under the 20[XX] Plan.

II. Participants

Eligible Participants in the 20[XX] Plan are listed in Appendix C and certain employees or positions may be specifically included or excluded by the Compensation Committee.

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If you are promoted to an eligible position after November 30, 20[XX], you will not be eligible to participate in the 20[XX] Plan.

If an Eligible Participant in the 20[XX] Plan also participates in the Arkansas Best Corporation 2012 Change in Control Plan, the terms of the Arkansas Best Corporation 2012 Change in Control Plan shall govern.

III. Corporate Performance Metrics

Operating Income Component: The Individual Award Opportunities provided by the Operating Income Component are based on (a) achieving certain levels of Operating Income in 20[XX] that exceed 20[XX] Operating Income and (b) Your Target Payout Factor Earned. The formula below illustrates how your incentive is computed:

Your Incentive Payment= [Performance Factor Earned x Your Target Payout Factor x Your Base Salary x the Operating Income Component Weighting]

A. Performance Factor Earned. Performance Factor Earned is shown in Appendix A and depends on the Operating Income improvement achieved.

B. Target Payout Factor. Your Target Payout Factor is a percentage of your Base Salary. The Target Payout Factors are listed in Appendix C.

ROCE Component: The Individual Award Opportunities provided by the ROCE Component are based on (a) achieving certain levels of performance for ABC’s Consolidated Return on Capital Employed (“ROCE”) and (b) your Target Payout Factor. The formula below illustrates how your incentive is computed:

Your Incentive Payment = [Performance Factor Earned x Your Target Payout Factor x Your Base Salary x the ROCE Component Weighting]

A. Performance Factor Earned.Performance Factor Earned is shown in Appendix B and depends on the ROCE achieved by ABC for the year.

B. Target Payout Factor.Your Target Payout Factor is a percentage of your Base Salary. The Target Payout Factors are listed in Appendix C.

If the performance result falls between two rows on Appendix A or Appendix B, interpolation is used to determine the factor used in the computation of the incentive.

The Compensation Committee has established maximum incentive amounts based on a maximum Performance Factor Earned of 200% of your Target Payout Factor for the Operating Income Component and the 300% of your Target Payout Factor for the ROCE Component subject to the applicable weighting for each component as provided in Appendix A and Appendix B.

IV. Payment of Award

Payment will be made as soon as practicable following the end of the Measurement Period,  and in any event, no later than 2 ½ months after the end of the Measurement Period.

V. Annual Incentive Compensation Plan

Defined terms in this 20[XX] ABC 16b Annual Incentive Compensation Plan Schedule shall have the same meaning as in Executive Officer Annual Incentive Compensation Plan and the Annual Incentive Compensation Plan except where the context otherwise requires.

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Schedule A

20[XX] Plan — Operating Income Component

ABC 16b Annual Incentive Compensation Plan

Pursuant to the Executive Officer Annual Incentive Compensation Plan (the “Governing Plan”), the Compensation Committee of the Arkansas Best Corporation Board of Directors (“Compensation Committee”) has adopted this Operating Income Component as a component of the 20[XX] Plan, including the following Individual Award Opportunities and Performance Measures for Arkansas Best Corporation and ABF Freight System, Inc.

I. Performance Measure

Operating Income is defined as operating income as shown by the consolidated financial statements and consistent with the historical determination of operating income in Arkansas Best’s financial statements after taking into account the Section II Required Adjustments.

20[XX] Operating Income Improvement is defined as Operating Income for 20[XX] in excess of Operating Income for 20[XX] as determined under the terms of the Plan.

II. Required Adjustments

The following adjustments shall be made when calculating Operating Income:

(i)	add back any annual or long-term incentive compensation accruals for ABC and all subsidiaries when determining Operating Income;
(ii)	add back the direct third-party expenses associated with an acquisition by ABC or any Subsidiary;
(iii)	exclude the operating results (all revenue, expenses and taxes) for any business acquired between the beginning of the Measurement Period and the end of the Measurement Period;
(iv)	exclude expenses resulting directly from reorganization and restructuring programs for which amounts are publicly disclosed;
(v)	exclude increases or decreases in Operating Income resulting from any extraordinary, unusual or non-recurring item as described in the Accounting Standards Codification topic(s) that replaced or were formerly known as Accounting Principles Board Opinion No. 30, as amended or superseded;
(vi)	exclude increases or decreases in Operating Income resulting from any change in accounting principle as defined in the Accounting Standards Codification topic(s) that replaced or were formerly known as Financial Accounting Standards Board (“FASB”) Statement 154, as amended or superseded;
(vii)	exclude any loss from a discontinued operation as described in the Accounting Standards Codification topic(s) that replaced or were formerly known as FASB Statement 144, as amended or superseded;
(viii)	exclude goodwill impairment charges; and
(ix)	exclude settlement accounting charges incurred that relate to the qualified defined benefit pension plan.

III. Discretionary Adjustments

Prior to a Change In Control, the Compensation Committee may reduce any Participant’s Final Award if the Compensation Committee determines, in its sole discretion, that events have occurred or facts have become known which would make a reduction appropriate and equitable.

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Schedule B

20[XX] Plan — ROCE Plan Component

ABC 16b Annual Incentive Compensation Plan

Pursuant to the Executive Officer Annual Incentive Compensation Plan (the “Governing Plan”), the Compensation Committee of the Arkansas Best Corporation Board of Directors (“Compensation Committee”) has adopted this ROCE Component as a component of the 20[XX] Plan, including the following Individual Award Opportunities and Performance Measures for Arkansas Best Corporation and ABF Freight System, Inc.

I. Performance Measure

ROCE for ABC is calculated as the following ratio:

Net Income + After-tax Effect of Interest Expense

+ After-tax Effect of Imputed Interest Expense

Average Equity + Average Debt + Average Imputed Debt

“Net Income” for the ROCE calculation is consolidated net income determined in accordance with Generally Accepted Accounting Principles after taking into account the Section II Required Adjustments.

“Interest Expense” for the ROCE calculation is (i) interest on all long and short-term indebtedness, including capital leases, and other interest bearing obligations, and (ii) deferred financing cost amortization and other financing costs including letters of credit fees.

“Imputed Interest Expense” consists of the interest attributable to Average Imputed Debt assuming an interest rate of 7.5%.

“Average Debt” is the average of the beginning of the year and the end of the year current and long-term debt.

“Average Equity” is the average of the beginning of the Measurement Period and the end of the Measurement Period stockholder’s equity.

“Average Imputed Debt” consists of the average of the beginning of the year and the end of the year present value of all payments determined using an interest rate of 7.5% on operating leases of revenue equipment with an initial term of more than two years.

II. Required Adjustments

The following adjustments shall be made when calculating ROCE:

(i)	add back the after-tax incentive compensation accruals under any annual or long-term incentive compensation plan for ABC and any of its Subsidiaries when determining Net Income;
(ii)	add back after-tax direct third party expenses associated with an acquisition by ABC or any Subsidiary;
(iii)	exclude the net results (all revenue, expenses and taxes) for any business acquired between the beginning of the Measurement Period and the end of the Measurement Period from the numerator of the ratio and exclude any Acquisition Debt attributable to the business acquired (either directly

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	held by the business or incurred to acquire the business) from the denominator in the ratio calculation;
(iv)	exclude decreases in Net Income resulting directly from reorganization and restructuring programs for which amounts are publicly disclosed;
(v)	exclude increases or decreases in Net Income resulting from any extraordinary, unusual or non-recurring item as described in the Accounting Standards Codification topic(s) that replaced or were formerly known as  Accounting Principles Board Opinion No. 30, as amended or superseded;
(vi)	exclude increases or decreases in Net Income resulting from any change in accounting principle as defined in the Accounting Standards Codification topic(s) that replaced or were formerly known as Financial Accounting Standards Board (“FASB”) Statement 154, as amended or superseded;
(vii)	exclude any loss from a discontinued operation as described in the Accounting Standards Codification topic(s) that replaced or were formerly known as FASB Statement 144, as amended or superseded;
(viii)	exclude the effect on ROCE of changes to equity and debt as a result of any change in accounting principle as defined in the Accounting Standards Codification topic(s) that replaced or were formerly known as  Accounting Principles Board Opinion No. 30, as amended or superseded;
(ix)	exclude the effect of changes in federal income tax law or regulations affecting reported results during the Measurement Period including increases or decreases in tax rates or the addition or elimination of tax credits. A change for this purpose will be as compared to the laws and regulations in effect on January 1, 20[XX], without consideration of any retroactive changes in tax law after January 1, 20[XX];
(x)	exclude goodwill impairment charges; and
(xi)	exclude settlement accounting charges incurred that relate to the qualified defined benefit pension plan.

III. Discretionary Adjustments

Prior to a Change In Control, the Compensation Committee may reduce any Participant’s Final Award if the Compensation Committee determines, in its sole discretion, that events have occurred or facts have become known which would make a reduction appropriate and equitable.

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Appendix A

Operating Income Component

	20[XX] Operating Income Improvement over 20[XX] Operating Income	Performance Factor Earned
	Less than $20,000,000	0	%
Threshold	$ 20,000,000	40	%
	$ 30,000,000	60	%
	$ 40,000,000	80	%
Target	$ 50,000,000	100	%
	$ 60,000,000	125	%
	$ 70,000,000	150	%
	$ 80,000,000	175	%
Maximum	$ 90,000,000	200	%
	Greater than $90,000,000	200	%

Operating Income Component Weighting: 50%

Appendix B

20[XX] ROCE Component

	Return on Capital Employed (“ROCE”)	Performance Factor Earned
	Less than 5%	0	%
Threshold	5%	50	%
	6%	60	%
	7%	70	%
	8%	80	%
	9%	90	%
Target	10%	100	%
	11%	140	%
	12%	180	%
	13%	220	%
	14%	260	%
Maximum	15%	300	%
	Greater than 15%	300	%

ROCE Component Weighting: 50%

Appendix C

Target Payout Factors

Participants/Job Title	Target Payout Factor
ABC President-CEO	[  ]	%
ABF President-CEO	[  ]	%
ABC Senior Vice President — Tax & Chief Audit Executive ABC Senior Vice President — Strategic Development ABF Senior Vice President — Sales & Marketing	[  ]	%
ABC Vice President — CFO ABC Vice President — General Counsel & Corporate Sec.	[  ]	%
ABC Vice President — Controller ABC Vice President — Economic Analysis ABC Vice President — Human Resources ABC Vice President — Real Estate	[  ]	%