0001104659-12-071575.txt : 20121026 0001104659-12-071575.hdr.sgml : 20121026 20121026154007 ACCESSION NUMBER: 0001104659-12-071575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121022 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121026 DATE AS OF CHANGE: 20121026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARKANSAS BEST CORP /DE/ CENTRAL INDEX KEY: 0000894405 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710673405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19969 FILM NUMBER: 121164371 BUSINESS ADDRESS: STREET 1: 3801 OLD GREENWOOD RD CITY: FORT SMITH STATE: AR ZIP: 72903 BUSINESS PHONE: 5017856000 MAIL ADDRESS: STREET 1: P O BOX 48 CITY: FORT SMITH STATE: AR ZIP: 72902 8-K 1 a12-25222_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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): October 26, 2012 (October 22, 2012)

 

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

 

 

 

 

organization)

 

 

 

 

 

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 October 22, 2012, the Board of Directors (the “Board”) of Arkansas Best Corporation (the “Company”) elected Ms. Janice E. Stipp to the Board as a director, effective October 22, 2012.  Ms. Stipp was appointed to serve on the Board’s Audit Committee. Ms. Stipp’s term on the Board will expire at the Company’s annual meeting of stockholders in 2013.

 

Ms. Stipp is the Executive Vice President, Chief Financial Officer and Treasurer of Tecumseh Products Company (NASDAQ: TECUA). There are no understandings or arrangements between Ms. Stipp and any other person pursuant to which Ms. Stipp was elected to serve as a director of the Company.  There were no related person transactions between the Company and Ms. Stipp reportable under Item 404(a) of Regulation S-K.

 

As a non-employee director, Ms. Stipp will receive an initial grant of 5,000 restricted stock units on the fifth business day following the Company’s Third Quarter 2012 earnings release. The grant is pursuant to the Form of Restricted Stock Unit Agreement for Non-employee Directors (the “Restricted Stock Unit Agreement”) and was approved by the Board on October 22, 2012.  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 Ms. Stipp on October  22, 2012 (the “Indemnification Agreement”).  The Indemnification Agreement provides that the Company will indemnify Ms. Stipp in connection with serving in her 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).

 

 

 

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 October 23, 2012.

 


#              Designates a compensation plan or arrangement for directors or officers.

 

*              Filed herewith.

 

2



 

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:

October 26, 2012

 

 

/s/

Michael R. Johns

 

 

 

 

 

Michael R. Johns,

 

 

 

 

 

Vice President — General Counsel and
Corporate Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

10.1#

 

The 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).

 

 

 

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 October 23, 2012.

 


#              Designates a compensation plan or arrangement for directors or officers.

 

*              Filed herewith.

 

4


EX-99.1 2 a12-25222_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

JANICE STIPP JOINS THE BOARD OF DIRECTORS

OF ARKANSAS BEST CORPORATION

 

(Fort Smith, Arkansas, October 23, 2012)  — Arkansas Best Corporation (Nasdaq: ABFS) today announced that Janice E. Stipp, current Executive Vice President, Chief Financial Officer and Treasurer of Tecumseh Products Company (Nasdaq: TECUA, TECUB), has been appointed to the Arkansas Best Corporation Board of Directors. Ms. Stipp, 53, began her current position with Tecumseh, a leading global manufacturer of compressors and related products, in October 2011.

 

“Because of her years of experience in all areas of finance, as well as strategic and tactical planning, I am very pleased to have Janice Stipp join the Arkansas Best board. Because of Janice’s current role as the chief financial officer of a publicly traded company, I look forward to her valuable input and guidance,” said Judy R. McReynolds, Arkansas Best President and Chief Executive Officer. “Janice’s past service as chief financial officer at various private equity firms, combined with over twenty years of experience working in a variety of financial functions within the automotive and manufacturing industries, gives her a broad array of strategic and financial expertise from which we can benefit.”

 

Prior to joining Tecumseh, Ms. Stipp served as Chief Financial Officer of Revstone Industries, LLC, a company that designs, engineers and manufactures components for use in the transportation and heavy truck industries. Before that, she served four years as Chief Financial Officer and Vice President of Acument Global Technologies Corporation, a portfolio company of private equity firm Platinum Equity LLC. Early in her career she spent thirteen years at General Motors Co. as North America Fuel Systems Finance Director. She holds a bachelors degree in accounting from Michigan State University and a masters of business administration from Wayne State University. Ms. Stipp is also a Certified Public Accountant.

 

Ms. Stipp has been appointed to the Audit Committee of Arkansas Best’s board.

 

Arkansas Best Corporation, headquartered in Fort Smith, Arkansas, is a freight transportation services and solutions provider. Through its various subsidiaries, Arkansas Best offers a wide variety of logistics solutions including: domestic and global transportation of less-than-truckload (“LTL”) and full load shipments, expedited ground and time-definite delivery solutions, freight forwarding services, freight brokerage, oversight of roadside assistance and equipment services for commercial vehicles, and household goods moving market services for consumers, corporations and the military. More information is available at arkbest.com, abf.com and pantherexpedite.com.

 

Contact:

Mr. David Humphrey, Vice President of Investor Relations & Corporate Communications Telephone: (479) 785-6200

 

END OF RELEASE