Attached files

file filename
EX-3.2 - EX-3.2 - ARCBEST CORP /DE/a13-23234_1ex3d2.htm

 

 

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):  October 31, 2013 (October 25, 2013)

 

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other
jurisdiction of incorporation)

 

0-19969

(Commission File Number)

 

71-0673405

(IRS Employer
Identification Number)

 

3801 Old Greenwood Road

 

 

Fort Smith, Arkansas

 

72903

(Address of principal executive offices)

 

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year.

 

On October 25, 2013, the Board of Directors of Arkansas Best Corporation (the “Company”) adopted amendments to the Company’s Bylaws.  The principal changes are as follows:

 

Stockholder Advance Notice Provisions

 

Section 2.13 of the Bylaws which includes advance notice provisions for stockholder proposals and director nominations for both annual and special meetings of stockholders was amended to require that a stockholder include certain disclosures more particularly described in Section 2.13 as amended regarding any “Stockholder Associated Person”.  A Stockholder Associated Person is defined in the amended Bylaws as: (1) any beneficial owner of shares of stock of the corporation on whose behalf any proposal or nomination is made by such stockholder; (2) any affiliates or associates of such stockholder or any beneficial owner described in clause (1); and (3) each other person with whom any of the persons described in the foregoing clauses (1) and (2) either is acting in concert with respect to the corporation or has any agreement, arrangement or understanding (whether written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such person in response to a public proxy solicitation made generally by such person to all stockholders entitled to vote at any meeting) or disposing of any capital stock of the corporation or to cooperate in obtaining, changing or influencing the control of the corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses).

 

Forum for Adjudication of Disputes

 

A new Article X was added which provides that the Delaware Court of Chancery or, if no State Court located in Delaware can assert jurisdiction then the Federal District Court for the District of Delaware, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the Delaware General Corporation Law or the corporation’s Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine.

 

2



 

Item 9.01 Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

3.1                               Third Amended and Restated Bylaws of the Company dated as of April 22, 2010 (previously filed as Exhibit 3.5 to the Company’s Current Report on Form 8-K, filed with the Commission on August 5, 2010, Commission File No. 0-19969, and incorporated herein by reference.)

 

3.2                               Amendment to the Third Amended and Restated Bylaws of the Company dated as of October 25, 2013.

 

3



 

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.

 

 

 

ARKANSAS BEST CORPORATION

 

(Registrant)

 

 

 

 

Date: October 31, 2013

/s/ Michael R. Johns

 

Michael R. Johns,

 

Vice President — General Counsel and

 

Corporate Secretary

 

4