5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
December 12, 2022, ArcBest Corporation (the “Company”) filed a
Current Report on Form 8-K disclosing that David Cobb, vice
president and chief financial officer of the Company, had informed
the Company that he will be retiring in October 2023.
April 6, 2023, the Company announced that Matt Beasley, currently
the Company’s vice president and treasurer, will replace
Mr. Cobb and become vice president – chief financial officer
and treasurer, effective May 14, 2023. Upon the effective
date, Mr. Beasley will become the Company’s principal
financial officer. Mr. Cobb will continue with the Company as
a senior advisor to facilitate the transition.
Beasley, 44, joined the Company in 2022. Prior to joining the
Company, Mr. Beasley served at Enable Midstream Partners and
its predecessor companies from 2007 to 2021, including in
senior-level finance roles. He holds a bachelor’s degree in finance
and management information systems from the University of Tulsa and
an MBA from St. Edward’s University.
Beasley has no family relationships with any director, executive
officer, or person nominated by the Company to become a director or
executive officer of the Company. There is no arrangement or
understanding between Mr. Beasley and any other person
pursuant to which Mr. Beasley was selected as an officer, nor
is he party to any related party transactions required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
connection with his appointment, Mr. Beasley will receive an
increase in his annual base salary to $450,000 per year and will
participate in benefit and compensation plans consistent with the
Company’s other management team members, at levels consistent with
his position and scope of responsibility. For 2023,
Mr. Beasley will be eligible to participate in the Company’s
short- and long-term cash incentive plans applicable to fiscal
2023, with a target annual cash incentive opportunity of 65% of his
base salary payable upon the attainment of certain company-wide
performance goals for fiscal 2023, and a target long-term cash
incentive opportunity of $90,000 payable upon the attainment of
certain company-wide performance goals for the three-year period
ended December 31, 2025. Starting in 2024, Mr. Beasley’s
target long-term cash incentive opportunity will be $300,000 (or
such other amount as may be determined by the Compensation
Committee). In addition, Mr. Beasley will be able to
participate in the Company’s equity compensation program and will
receive an equity grant with a target value of $300,000 (or such
other amount as may be determined by the Compensation Committee),
with such equity grant to be made when the Compensation Committee
approves equity grants for management, which is expected to occur
at the Compensation Committee’s regularly scheduled meeting in the
second quarter of 2023.
7.01 – REGULATION FD DISCLOSURE
April 6, 2023, the Company issued a press release announcing the
appointment of Mr. Beasley as the Company’s new chief
financial officer and treasurer. A copy of the press release
is furnished as Exhibit 99.1 to this report and incorporated into
this Item 7.01 by reference.
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.