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):  May 5, 2015 (May 1, 2015)

 

ARCBEST 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

(Address of principal executive offices)

 

 

 

72903
(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 May 1, 2015, the annual meeting of stockholders of ArcBest Corporation (the “Company”) 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 2016 annual stockholders meeting;

 

(ii) the ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2015;

 

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

 

(iv) the approval of material plan terms of the Executive Officer Annual Incentive Compensation Plan, as amended, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended.

 

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

 

21,087,262

 

1,932,626

 

1,661,758

 

Fred A. Allardyce

 

22,568,841

 

451,047

 

1,661,758

 

William M. Legg

 

22,868,177

 

151,711

 

1,661,758

 

Judy R. McReynolds

 

22,876,057

 

143,831

 

1,661,758

 

John H. Morris

 

21,022,941

 

1,996,947

 

1,661,758

 

Craig E. Philip

 

22,873,138

 

146,750

 

1,661,758

 

Steven L. Spinner

 

22,782,708

 

237,180

 

1,661,758

 

Janice E. Stipp

 

22,698,902

 

320,986

 

1,661,758

 

Robert A. Young III

 

22,711,147

 

308,741

 

1,661,758

 

 

(ii)                                  The ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2015:

 

Votes for

 

21,838,062

 

Votes Against

 

2,611,220

 

Votes Abstained

 

232,364

 

Broker Non-Votes

 

0

 

 

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

 

Votes for

 

22,331,013

 

Votes Against

 

670,179

 

Votes Abstained

 

18,696

 

Broker Non-Votes

 

1,661,758

 

 

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(iv)                              The approval of material plan terms of the Executive Officer Annual Incentive Compensation Plan, as amended, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended:

 

Votes for

 

22,798,302

 

Votes Against

 

209,001

 

Votes Abstained

 

12,585

 

Broker Non-Votes

 

1,661,758

 

 

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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.

 

 

 

 

ARCBEST CORPORATION

 

 

(Registrant)

 

 

 

 

 

 

Date:

May 5, 2015

 

/s/ Michael R. Johns

 

 

 

Michael R. Johns,

 

 

 

Vice President — General Counsel and

 

 

 

Corporate Secretary

 

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