June 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 18, 2022 (
(Exact name of registrant as specified in its charter)
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Not Applicable
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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.
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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.
On January 18, 2022, ArcBest Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) disclosing that Jason Parks, then the assistant corporate controller, would replace Traci L. Sowersby, vice president – controller and chief accounting officer of the Company, and that Mr. Parks would become vice president – controller and chief accounting officer and the principal accounting officer of the Company, effective March 1, 2023. Compensation arrangements for Mr. Parks were not determined as of the filing of the Initial Report.
Effective upon Mr. Parks’ appointment on March 1, 2023, he will receive an increase in base salary and will participate in benefit and compensation plans consistent with the Company’s other management team members, at levels consistent with his position and scope of responsibility. For 2023, Mr. Parks will be eligible to participate in the Company’s short- and long-term cash incentive plans applicable to fiscal 2023, with a target annual cash incentive opportunity of 40% of his base salary payable upon the attainment of certain company-wide performance goals for fiscal 2023, and a target long-term cash incentive opportunity of $115,000 payable upon the attainment of certain company-wide performance goals for the three-year period ended December 31, 2025. In addition, Mr. Parks will be able to participate in the Company’s equity compensation program and will receive an equity grant with a target value of $115,000 (or such other amount as may be determined by the Compensation Committee), with such equity grant to be made when the Compensation Committee approves equity grants for management, which is expected to occur at the Compensation Committee’s regularly scheduled meeting in the second quarter of 2023.
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: | February 24, 2023 | /s/ Michael R. Johns | |
Michael R. Johns | |||
Chief Legal Officer | |||
and Corporate Secretary | |||