June 30
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): May 7, 2020 (
(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:
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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) |
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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; |
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.
ARCBEST CORPORATION | |||
(Registrant) | |||
Date: | May 7, 2020 | /s/ Michael R. Johns | |
Michael R. Johns | |||
Vice President – General Counsel | |||
and Corporate Secretary | |||