UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 9, 2019 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(
(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 |
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)) |
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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
William M. Legg, a member of the Board of Directors (the “Board”) of ArcBest Corporation (the “Company”) since 2002, is retiring from the Board at the conclusion of the Company’s annual meeting of stockholders in 2020 (the “2020 Annual Meeting”), as he will have reached the mandatory retirement age set forth in the Company’s bylaws.
On December 5, 2019, in anticipation of Mr. Legg’s retirement, the Board increased the size of the Board from nine to ten members and elected Fredrik J. Eliasson to the Board as a director, effective as of December 5, 2019. Mr. Eliasson has been appointed to the Audit Committee effective January 1, 2020. Mr. Eliasson’s term on the Board will expire at the Company’s 2020 Annual Meeting, at which time he will be up for election to a new term.
Mr. Eliasson is the Executive Vice President and Chief Financial Officer for Change Healthcare Inc. (Nasdaq: CHNG). Mr. Eliasson has not engaged in any related person transaction with the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K, and he is not a party to any arrangements or understandings with any other persons pursuant to which he was elected as a director of the Board.
For his service as a non-employee Board member, Mr. Eliasson will participate in the Company’s non-employee director compensation arrangements, including an initial grant of restricted stock units valued at $110,000 on the fifth business day following the Company’s Fourth Quarter 2019 earnings release. In addition, as of December 5, 2019, Mr. Eliasson entered into the Company’s standard indemnification agreement for directors. For a description of the compensation program for the Company’s non-employee directors and Board committee members and the Company’s indemnification agreements with the members of the Board, please see the Company’s Proxy Statement for its 2019 annual meeting of stockholders, filed with the Securities and Exchange Commission on March 8, 2019.
ITEM 7.01 REGULATION FD DISCLOSURE
The press release issued on December 9, 2019 announcing the election of Mr. Eliasson to the Board, is furnished herewith as Exhibit 99.1.
ITEM 9.01 EXHIBITS
(d) Exhibits
Exhibit Number | Description | |
99.1* | Press release of the Company issued December 9, 2019. |
*Furnished herewith.
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: | December 9, 2019 | /s/ Michael R. Johns | |
Michael R. Johns | |||
Vice President – General Counsel and Corporate Secretary |
EXHIBIT INDEX
Exhibit Number | Description | |
99.1* | Press release of the Company issued December 9, 2019. |
* Furnished herewith.
Exhibit 99.1
Media Contact: Kathy Fieweger
Email: kfieweger@arcb.com
Phone: 479-719-4358
Investor Relations Contact: David Humphrey
Title: Vice President – Investor Relations
Email: dhumphrey@arcb.com
Phone: 479-785-6200
ArcBest Board Director To Retire; New Member Added
FORT SMITH, Arkansas, December 9, 2019 — ArcBest® (Nasdaq: ARCB), a leading logistics company with creative problem solvers who deliver innovative solutions, today announced that William M. Legg will retire from the Board of Directors in 2020 and that one new director has been added.
The new director is Fredrik J. Eliasson, whose term began Dec. 5. The appointment of Eliasson to the board brings the total ArcBest board membership to 10 until Legg’s retirement in May 2020.
Legg was elected to the board in April 2002 and is a member of the Audit Committee. He will retire at the conclusion of ArcBest’s annual meeting of stockholders in 2020, as he will have reached the company’s mandatory retirement age.
“We are very grateful to Bill Legg for his service to our company,” said Judy R. McReynolds, ArcBest chairman, president and CEO. “Over the past 18 years, Bill has helped guide our company with his tremendous transportation and logistics knowledge and capital markets expertise. He has played an instrumental role on our board, and we will miss his wise counsel. I wish him all the best in retirement.”
Eliasson, 49, is executive vice president and chief financial officer of Change Healthcare Inc. (Nasdaq: CHNG). He joined Change Healthcare in 2018 after a 22-year career at CSX Corporation, where he served as executive vice president and chief financial officer, as well as chief sales and marketing officer. Change Healthcare is one of the largest independent healthcare IT companies in the United States.
“With his expertise in finance, logistics and technology, Fredrik brings to the board a broad, strategic skill set that will be a great resource for ArcBest as we build informed, trusted, innovative relationships with shippers and capacity providers in our rapidly evolving industry,” McReynolds said.
Eliasson will be appointed to the Audit Committee effective Jan. 1, 2020. Shareholders elect ArcBest directors annually. Eliasson will be up for election to a new term at the company’s 2020 annual meeting.
ABOUT ARCBEST
ArcBest® (Nasdaq: ARCB) is a leading logistics company with creative problem solvers who deliver innovative solutions. We’ll find a way to deliver knowledge, expertise and a can-do attitude with every shipment and supply chain solution, household move or vehicle repair. At ArcBest, we’re More Than LogisticsSM. For more information, visit arcb.com.
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Cover |
Dec. 05, 2019 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Dec. 05, 2019 |
Entity File Number | 0-19969 |
Entity Registrant Name | ARCBEST CORPORATION |
Entity Central Index Key | 0000894405 |
Entity Tax Identification Number | 71-0673405 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 8401 McClure Drive |
Entity Address, City or Town | Fort Smith |
Entity Address, State or Province | AR |
Entity Address, Postal Zip Code | 72916 |
City Area Code | 479 |
Local Phone Number | 785-6000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock $0.01 Par Value |
Trading Symbol | ARCB |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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