8-K

June 30

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): May 7, 2020 (May 1, 2020)

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19969	71-0673405
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

8401 McClure Drive

Fort Smith, Arkansas 72916

(479) 785-6000

(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
Common Stock $0.01 Par Value	ARCB	Nasdaq

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

As further described below in Item 5.07, on May 1, 2020, at the annual meeting of stockholders (the “2020 Annual Meeting”) of ArcBest Corporation (the “Company”), the stockholders of the Company approved the First Amendment (the “Amendment”) to the Amended and Restated Ownership Incentive Plan (as so amended and restated, the “Plan”).

Previously, on February 21, 2020, the Company’s Board of Directors approved the Amendment, which increases the number of shares that the Company may issue under the Plan by 299,500 shares.

A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary is qualified in its entirety by the complete terms and conditions of the Plan. A description of the material terms of the Plan, as amended and restated, was included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 6, 2020.

ITEM 5.07 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 1, 2020, the Company’s 2020 Annual Meeting was held, at which meeting four proposals were passed by stockholders.

Matters voted on by stockholders included the following:

(i) the election of directors to the Company’s Board of Directors until the 2021 annual stockholders meeting;

(ii) the ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020;

(iii)the annual advisory vote on the compensation of the Company’s Named Executive Officers; and

(iv)the approval of the First Amendment to the Amended and Restated Ownership Incentive Plan.

The results of the stockholders’ votes are reported below.

(i) The following directors were elected by the indicated vote:

Directors	Votes For	Votes Withheld	Broker Non-Votes
Eduardo F. Conrado	20,358,236	155,521	1,365,630
Fredrik J. Eliasson	20,477,520	36,237	1,365,630
Stephen E. Gorman	20,286,727	227,030	1,365,630
Michael P. Hogan	20,267,993	245,764	1,365,630
Kathleen D. McElligott	20,359,805	153,952	1,365,630
Judy R. McReynolds	20,293,547	220,210	1,365,630
Craig E. Philip	20,358,136	155,621	1,365,630
Steven L. Spinner	20,240,239	273,518	1,365,630
Janice E. Stipp	20,267,823	245,934	1,365,630

(ii) The ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020:  

Votes for	19,138,669
Votes Against	2,731,495
Votes Abstained	9,223
Broker Non-Votes	0

(iii) The annual advisory vote on the compensation of the Company’s Named Executive Officers:  

Votes for	19,384,717
Votes Against	1,111,388
Votes Abstained	17,652
Broker Non-Votes	1,365,630

(iv) The approval of the First Amendment to the Amended and Restated Ownership Incentive Plan:

Votes for	19,643,653
Votes Against	859,129
Votes Abstained	10,975
Broker Non-Votes	1,365,630

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	First Amendment to the Amended and Restated ArcBest Corporation Ownership Incentive Plan
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.

Se
		ARCBEST CORPORATION
		(Registrant)
Date:	May 7, 2020	/s/ Michael R. Johns
		Michael R. Johns
		Vice President – General Counsel
		and Corporate Secretary

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO THE

AMENDED AND RESTATED

ARCBEST CORPORATION

OWNERSHIP INCENTIVE PLAN

(Amended and Restated Effective February 22, 2019)

THIS FIRST AMENDMENT (the “First Amendment”) to the ArcBest Corporation Ownership Incentive Plan, as amended from time to time (the “Plan”), was adopted by the ArcBest Corporation’s (the “Company’s”) board of directors (the “Board”) on February 21, 2020 to be effective May 1, 2020 (the “Effective Date”).

W I T N E S S E T H:

WHEREAS, the Company previously adopted the Plan, under which the Company is authorized to grant equity-based incentive awards to certain employees and service providers of the Company;

WHEREAS, the Company’s Board has determined that it is desirable to amend the Plan, effective as of the Effective Date and subject to approval by the stockholders of the Company, to increase the maximum number of shares for which Awards may be granted under the Plan; and

WHEREAS, Section 18 of the Plan provides that the Board may amend the Plan from time to time under certain circumstances, including to increase the maximum number of shares for which awards may be granted under the Plan, subject to approval by the stockholders of the Company.

NOW, THEREFORE, the Plan shall be amended as of the Effective Date, subject to approval by the Company’s stockholders, as set forth below: 

1.The first sentence of Section 6(a) of the Plan shall be deleted and replaced with the following:

The maximum aggregate number of Shares issuable pursuant to all Awards, since inception of the Plan, is 4,274,500.

NOW, THEREFORE, be it further provided that, except as set forth above, the Plan shall continue to read in its current state.

IN WITNESS WHEREOF, the Company has caused the execution of this First Amendment by its duly authorized officer, effective as of the Effective Date and subject to approval of the Company’s stockholders.

ARCBEST CORPORATION
By:	/s/ Erin Gattis
Name:			Erin Gattis
Title:			Chief Human Resources Officer
Date:		2/21/2020

XML

Document and Entity Information	May 01, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 01, 2020
Entity Registrant Name	ARCBEST CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	0-19969
Entity Tax Identification Number	71-0673405
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
Entity Central Index Key	0000894405
Amendment Flag	false