ArcBest Corp Files Proxy Materials

TL;DR

ArcBest proxy filing is in, shareholders get to vote on company stuff.

AI Summary

ArcBest Corporation filed a Definitive Additional Materials proxy statement on April 2, 2024. This filing relates to the company's annual meeting and likely concerns executive compensation, director elections, or other shareholder proposals. ArcBest Corporation, formerly Arkansas Best Corp, is based in Fort Smith, Arkansas, and operates in the trucking industry.

Why It Matters

Proxy statements are crucial for shareholders to understand how a company is managed and to exercise their voting rights on important corporate matters.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not inherently indicate new risks for the company.

Key Players & Entities

• ARCBEST CORP /DE/ (company) — Registrant
• ARKANSAS BEST CORP /DE/ (company) — Former company name
• 8401 MCCLURE DRIVE (location) — Business Address
• FORT SMITH (location) — Business City
• AR (location) — Business State
• 72916 (location) — Business Zip

FAQ

Filing Documents

• arcb-20190701xdefa14a.htm (DEFA14A) — 26KB
• arcb-20190701xdefa14a001.jpg (GRAPHIC) — 5KB
• 0001558370-24-004600.txt ( ) — 34KB

From the Filing

June 30 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXHANGE ACT OF 1934 (Amendment No. ) Filed by Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 ARCBEST CORPORATION (Name of Registrant as specified in its charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 8401 McClure Drive Fort Smith AR 72916 479-785-6000 arcb.com April 2, 2024 Dear Fellow ArcBest Stockholder: On March 15, 2024, ArcBest Corporation filed a definitive proxy statement in connection with our 2024 Annual Meeting of Stockholders, scheduled to be held at 8:00 a.m. CDT on April 26, 2024. The annual meeting is rapidly approaching, and your vote is critical. One of our proposals on the ballot this year is Proposal IV, the proposal to approve an amendment and restatement of our Second Amended and Restated Certificate of Incorporation (our "existing charter") to eliminate the supermajority voting provisions contained in the existing charter and replace them with a majority voting standard. We recommend stockholders vote "FOR" Proposal IV . To assist our stockholders in their consideration of this important proposal, we are reaching out to provide additional context. Background of the Amendment to Eliminate the Supermajority Voting Requirements Our existing charter contains a provision that requires the affirmative vote of 66-2/3% of our outstanding voting stock to approve any (i) merger or consolidation of the company with or into any other corporation, (ii) sale, lease, exchange or other disposition of all or substantially all of the assets of the company to or with any other corporation, person or other entity, (iii) dissolution of the company or (iv) amendment of our existing charter (collectively, the "Supermajority Voting Requirements"). If Proposal IV is approved by stockholders at our annual meeting, Article XI of our existing charter would be amended (as amended and restated, the "Third Amended and Restated Certificate of Incorporation") to eliminate the Supermajority Voting Requirements, and such matters, except in accordance with applicable law, would be approved by a majority of our outstanding voting stock. Considerations for Stockholders Regarding the Amendment to Eliminate the Supermajority Voting Requirements Our board of directors, upon the recommendation of its Nominating/Corporate Governance Committee, determined that the Third Amended and Restated Certificate of Incorporation (including the amendment to eliminate the Supermajority Voting Requirements) is advisable and in the best interests of our company and our stockholders. Our board of directors approved the Third Amended and Restated Certificate of Incorporation (including the amendment to eliminate the Supermajority Voting Requirements), subject to stockholder approval. Our board considered the following key reasons in approving the amendment to eliminate the Supermajority Voting Requirements: Consistent with the other voting standard changes that ArcBest Corporation has implemented in its Eighth Amended and Restated Bylaws (the "Bylaws"), including the adoption of a majority voting standard for uncontested director elections and the majority voting standard for stockholders to amend our Bylaws, the proposed change to eliminate the Supermajority Voting Requirements in our existing charter enhances our company's governance profile and aligns our voting standards with those of a majority of S&P 500 companies. After considering the advantages and disadvantages of retaining the Supermajority Voting Requirements and discussing the requirements with our stockholders, outside experts and advisors, our board determined that elimination of the Supermajority Voting Requirements could increase our board's accountability to stockholders and provide our stockholders greater ability to participate in the corporate governance of our company. Many stockholders consider the elimination of the Supermajority Voting Requirements as consistent with principles of good corporate governance because the requirement of a supermajority vote can limit the ability of stockholders to effect change by essentially providing a veto to a large minority stockholder or group of stockholders. Our board also considered that it will continue to uphold its fiduciary responsibility in thoroughly evaluating all potential avenues for stockholder value creation, i

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View this DEFA14A filing on SEC EDGAR