ARCB ArcBest Corporation

June 30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): May 2, 2023 (April 26, 2023)

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ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (479) 785-6000

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Not Applicable

(Former name or former address, if changed since last report)

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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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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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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).

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Emerging growth company☐

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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.☐

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ITEM 5.07 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 26, 2023, ArcBest Corporation (the “Company”) held its 2023 annual meeting of stockholders, at which meeting the following five proposals were voted on by stockholders:

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The results of the stockholders’ votes are reported below.

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Proposal I: The following directors were elected by the indicated vote:

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As reflected above, Mr. Conrado was re-elected by a plurality of the votes cast but received less than a majority of the votes cast in connection with his election to the Board. The Company believes that Mr. Conrado receiving the support of less than a majority of votes cast for his election was not related to his performance, but rather was related to proxy advisory firm recommendations regarding certain bylaw provisions adopted by the Company in October 2022.  In response to the bylaw amendments, such advisory firms recommended stockholders vote, and certain institutional investors voted, against Mr. Conrado’s re-election because he is the chair of the Nominating/Corporate Governance Committee. In accordance with the Company’s bylaws, Mr. Conrado has tendered his resignation. The Nominating/Corporate Governance Committee of the Board will consider Mr. Conrado’s tendered resignation and recommend to the Board whether to accept or reject it. The Board will act on such resignation, taking into account such recommendation, within 90 days following certification of the election results.

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Proposal II: The annual advisory vote on the compensation of the Company’s Named Executive Officers was approved by a vote of stockholders as follows:  

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Proposal III: The frequency of “1 year” was approved by a vote of stockholders as follows:  

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Consistent with the preferred frequency expressed by our stockholders, the Board has determined that the Company will hold future advisory votes to approve the compensation of the Company’s named executive officers on an annual basis. These annual advisory votes will continue each year until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2029.

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Proposal IV: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was approved by a vote of stockholders as follows:

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Proposal V: The amendment of the Company’s Restated Certificate of Incorporation to update the exculpation provision was approved by a vote of stockholders as follows:

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SIGNATURES

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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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