8-K

June 30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): April 6, 2023 (April 6, 2023)

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19969	71-0673405
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
8401 McClure Drive Fort Smith, Arkansas (Address of principal executive offices)		72916 (Zip Code)

Registrant’s telephone number, including area code: (479) 785-6000

Not Applicable

(Former name or former address, if changed since last report)

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))

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

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 December 12, 2022, ArcBest Corporation (the “Company”) filed a Current Report on Form 8-K disclosing that David Cobb, vice president and chief financial officer of the Company, had informed the Company that he will be retiring in October 2023.

On April 6, 2023, the Company announced that Matt Beasley, currently the Company’s vice president and treasurer, will replace Mr. Cobb and become vice president – chief financial officer and treasurer, effective May 14, 2023.  Upon the effective date, Mr. Beasley will become the Company’s principal financial officer. Mr. Cobb will continue with the Company as a senior advisor to facilitate the transition.

Matt Beasley, 44, joined the Company in 2022. Prior to joining the Company, Mr. Beasley served at Enable Midstream Partners and its predecessor companies from 2007 to 2021, including in senior-level finance roles. He holds a bachelor’s degree in finance and management information systems from the University of Tulsa and an MBA from St. Edward’s University.

Mr. Beasley has no family relationships with any director, executive officer, or person nominated by the Company to become a director or executive officer of the Company. There is no arrangement or understanding between Mr. Beasley and any other person pursuant to which Mr. Beasley was selected as an officer, nor is he party to any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Beasley will receive an increase in his annual base salary to $450,000 per year 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. Beasley 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 65% 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 $90,000 payable upon the attainment of certain company-wide performance goals for the three-year period ended December 31, 2025.  Starting in 2024, Mr. Beasley’s target long-term cash incentive opportunity will be $300,000 (or such other amount as may be determined by the Compensation Committee). In addition, Mr. Beasley will be able to participate in the Company’s equity compensation program and will receive an equity grant with a target value of $300,000 (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.

ITEM 7.01 – REGULATION FD DISCLOSURE

On April 6, 2023, the Company issued a press release announcing the appointment of Mr. Beasley as the Company’s new chief financial officer and treasurer.  A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated into this Item 7.01 by reference.

The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description of Exhibit
99.1*	Press release of ArcBest dated April 6, 2023
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

*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.

Se
		ARCBEST CORPORATION
		(Registrant)
Date:	April 6, 2023	/s/ Michael R. Johns
		Michael R. Johns
		Chief Legal Officer
		and Corporate Secretary

EX-99.1

Exhibit 99.1

Investor Relations Contact: David Humphrey	Media Contact: Autumnn Mahar
Title: Vice President – Investor Relations	Title: Senior Manager, PR and Social
Phone: 479-785-6200	Phone: 479-494-8221
Email: dhumphrey@arcb.com	Email: amahar@arcb.com

ArcBest Names Experienced Finance Executive Matt Beasley as Next Chief Financial Officer

FORT SMITH, Ark, April 6, 2023 — ArcBest^® (Nasdaq: ARCB), a leader in supply chain logistics, today announced it has named Matt Beasley as its next chief financial officer and treasurer, effective May 14, 2023. Beasley, ArcBest’s current treasurer, will succeed David Cobb, who is retiring after a 17-year career with the company. Cobb will continue with ArcBest as a senior advisor to ensure a seamless transition.

Beasley joined the company in early 2022 and has over 20 years of financial experience, including executive-level roles in treasury, investor relations, enterprise risk management, and financial planning and analysis. At ArcBest, Beasley has played an instrumental role in the renegotiation of the company’s revolving credit facility, long-term capital allocation planning and the sale of FleetNet America to Cox Automotive Mobility Solutions. Before joining ArcBest, he spent nearly 15 years at Enable Midstream Partners and its predecessor companies.

“Matt is a well-rounded and experienced leader who has positively impacted our organization, and I look forward to working closely with him as the next CFO,” said Judy R. McReynolds, ArcBest chairman, president and CEO. “Since joining ArcBest last year, Matt has become an invaluable contributor, and we will continue to leverage his experience and expertise as we advance our growth strategy. On behalf of the ArcBest board and the entire team, we also thank David for his significant contributions over the last 17 years, and we wish him the very best in his retirement.”

“I am excited for the opportunity to serve ArcBest as its next CFO,” Beasley stated. “It’s an honor to be part of such a talented and dedicated team, and I look forward to working together as we build on our 100-year track record of success.”

Beasley holds a bachelor’s degree in finance and MIS from The University of Tulsa and a Master of Business Administration in entrepreneurship from St. Edward’s University.

About ArcBest

ArcBest^® (Nasdaq: ARCB) is a multibillion-dollar integrated logistics company that helps keep the global supply chain moving. Founded in 1923 and now with over 15,000 employees across nearly 250 campuses and service centers, the company is a logistics powerhouse, fueled by the simple notion of finding a way to get the job done. Through innovative thinking, agility and trust, ArcBest leverages its full suite of shipping and logistics solutions to meet customers’ critical needs, each and every day. For more information, visit arcb.com.

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Document and Entity Information	Apr. 06, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 06, 2023
Entity Registrant Name	ARCBEST CORPORATION
Entity Incorporation, State or Country Code	DE
Securities Act 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

XML

N-2	Apr. 06, 2023
Cover [Abstract]
Entity Central Index Key	0000894405
Amendment Flag	false
Securities Act File Number	0-19969
Document Type	8-K
Entity Registrant Name	ARCBEST CORPORATION
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
Entity Emerging Growth Company	false