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):  April 28, 2014 (April 23, 2014)

 

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-19969

 

71-0673405

(State or other

 

(Commission File Number)

 

(IRS Employer

jurisdiction of incorporation)

 

 

 

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 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On April 23, 2014, the annual meeting of stockholders of Arkansas Best Corporation (the “Company”) was held, at which meeting five 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 2015 annual stockholders meeting;

(ii) the ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2014;

(iii) the annual advisory vote on the compensation of the Company’s named executive officers;

(iv) the approval of the Second Amendment to the 2005 Ownership Incentive Plan; and

(v)  the approval of material plan terms of the 2005 Ownership Incentive Plan, as amended, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code.

 

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

 

John W. Alden

 

15,281,754

 

6,318,771

 

2,288,896

 

Fred A. Allardyce

 

20,909,985

 

690,540

 

2,288,896

 

William M. Legg

 

19,713,651

 

1,886,874

 

2,288,896

 

Judy R. McReynolds

 

21,353,543

 

246,982

 

2,288,896

 

John H. Morris

 

19,712,013

 

1,888,512

 

2,288,896

 

Craig E. Philip

 

19,674,653

 

1,925,872

 

2,288,896

 

Steven L. Spinner

 

21,039,752

 

560,773

 

2,288,896

 

Janice E. Stipp

 

21,080,215

 

520,310

 

2,288,896

 

Robert A. Young III

 

21,203,079

 

397,446

 

2,288,896

 

 

 

(ii)                                  The ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2014:

 

Votes for

 

19,698,271

 

Votes Against

 

4,169,983

 

Votes Abstained

 

21,167

 

Broker Non-Votes

 

0

 

 

2



 

(iii)                               The annual advisory vote on the compensation of the Company’s named executive officers:

 

Votes for

 

21,133,126

 

Votes Against

 

437,751

 

Votes Abstained

 

29,648

 

Broker Non-Votes

 

2,288,896

 

 

(iv)                              The approval of the Second Amendment to the 2005 Ownership Incentive Plan:

 

Votes for

 

19,272,295

 

Votes Against

 

2,304,703

 

Votes Abstained

 

23,527

 

Broker Non-Votes

 

2,288,896

 

 

(v)                                 The approval of material plan terms of the 2005 Ownership Incentive Plan, as amended, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code:

 

Votes for

 

19,838,716

 

Votes Against

 

1,741,344

 

Votes Abstained

 

20,465

 

Broker Non-Votes

 

2,288,896

 

 

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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:

April 28, 2014

 

/s/ Michael R. Johns

 

 

 

Michael R. Johns,

 

 

 

Vice President – General Counsel and

 

 

 

Corporate Secretary

 

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