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 2, 2016 (April 26, 2016)

 

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 April 26, 2016, 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 2017 annual stockholders meeting;

(ii) the ratification of appointment of Ernst & Young LLP as the Company’s independent  registered public accounting firm for fiscal year 2016;

(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

 

20,565,885

 

1,408,852

 

2,133,624

 

Fred A. Allardyce

 

21,353,127

 

621,610

 

2,133,624

 

Stephen E. Gorman

 

20,592,896

 

1,381,841

 

2,133,624

 

William M. Legg

 

21,302,014

 

672,723

 

2,133,624

 

Kathleen D. McElligott

 

21,402,801

 

571,936

 

2,133,624

 

Judy R. McReynolds

 

20,482,620

 

1,492,117

 

2,133,624

 

John H. Morris

 

20,477,080

 

1,497,657

 

2,133,624

 

Craig E. Philip

 

20,568,677

 

1,406,060

 

2,133,624

 

Steven L. Spinner

 

21,389,270

 

585,467

 

2,133,624

 

Janice E. Stipp

 

21,386,381

 

588,356

 

2,133,624

 

 

(ii)                                  The ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2016:

 

Votes for

 

21,909,488

 

Votes Against

 

2,152,752

 

Votes Abstained

 

46,121

 

Broker Non-Votes

 

0

 

 

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

 

Votes for

 

20,883,699

 

Votes Against

 

1,048,638

 

Votes Abstained

 

42,400

 

Broker Non-Votes

 

2,133,624

 

 

(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

 

21,564,275

 

Votes Against

 

364,835

 

Votes Abstained

 

45,627

 

Broker Non-Votes

 

2,133,624

 

 

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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 2, 2016

 

/s/ Michael R. Johns

 

 

Michael R. Johns,

 

 

Vice President – General Counsel and

 

 

Corporate Secretary

 

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