Current Report Filing (8-k)
13 December 2022 - 12:37AM
Edgar (US Regulatory)
0000894405false00008944052022-12-062022-12-06
June 30
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):
December 12, 2022 (December
6, 2022)
ARCBEST
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-19969
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71-0673405
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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8401 McClure Drive
Fort Smith,
Arkansas
72916
(479)
785-6000
(Address, including zip code, and telephone number, including area
code, of
the
registrant's principal executive offices)
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock $0.01 Par
Value
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ARCB
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Nasdaq
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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.
☐
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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 6, 2022, David Cobb, vice president and chief financial
officer of ArcBest Corporation (the “Company”), informed the
Company that he will be retiring in October 2023.
ITEM 7.01 – REGULATION FD DISCLOSURE
On December 12, 2022, the
Company issued a press release
announcing that Mr. Cobb will be retiring and that the Company has
commenced a formal search for its next chief financial officer. 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.
The following is a
“safe harbor” statement under the Private Securities Litigation
Reform Act of 1995: Certain
statements and information in this report may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding the timing of Mr. Cobb’s retirement as chief financial
officer and our plans for identifying his successor. Although we
believe that the expectations reflected in these forward-looking
statements are reasonable as and when made, we cannot provide
assurance that our expectations will prove to be correct. Actual
outcomes could materially differ from what is expressed, implied,
or forecasted in these statements due to a number of factors,
including, but not limited to, the timing of Mr. Cobb’s retirement
and the time required to identify his successor. Readers are
cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof. We undertake no
obligation to publicly update or revise any forward-looking
statements after the date they are made, whether as a result of new
information, future events, or otherwise.
Item 9.01
Financial Statements and Exhibits.
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Exhibit No.
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Description of Exhibit
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99.1*
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Press release of ArcBest dated December 12, 2022
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104
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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.
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*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.
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ARCBEST CORPORATION
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(Registrant)
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Date:
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December 12, 2022
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/s/
Michael R. Johns
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Michael R.
Johns
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Vice President – General Counsel
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and
Corporate Secretary
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