ITEM
5.02 – DEPARTURE of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2023, the Board of Directors (the “Board”) of
ArcBest Corporation (the “Company”) elected Salvatore A.
Abbate to the Board as a director, effective immediately. The Board
also appointed Mr. Abbate to serve on the Compensation Committee
and the Nominating/Corporate Governance Committee effective
immediately. Mr. Abbate’s initial term on the Board will
expire at the Company’s 2023 Annual Meeting of Stockholders, at
which time he will stand for election to a new term.
Mr. Abbate is Chief Executive Officer and a member of the Board of
Directors of Veritiv Corporation (NYSE: VRTV). Mr. Abbate has not
engaged in any related person transaction with the Company that
would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K, and he is not a party to any arrangements or
understandings with any other persons pursuant to which he was
elected as a director of the Board.
For his service as a non-employee Board member, Mr. Abbate will
participate in the Company’s non-employee director compensation
arrangements, including an initial grant of restricted stock units,
which he will receive along with the Board’s other non-employee
directors, on the fifth business day following the Company’s
earnings release for the first quarter of 2023, or such other dates
as may be determined by the Board. In addition, as of January 30,
2023, Mr. Abbate entered into the Company’s standard
indemnification agreement for directors. For a general description
of the compensation program for the Company’s non-employee
directors and Board committee members and the Company’s
indemnification agreements with the members of the Board, please
see the Company’s Proxy Statement for its 2022 Annual Meeting of
Stockholders, filed with the Securities and Exchange Commission on
March 18, 2022.
ITEM
7.01 – REGULATION FD
DISCLOSURE
On
February 2, 2023, the Company issued a press release announcing the
election of Mr. Abbate to the Board. 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.
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 February 2, 2023.
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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.