UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): April 24, 2026 (April 24, 2026)
ARCBEST CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | 0-19969 | 71-0673405 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8401 McClure Drive Fort Smith, Arkansas (Address of principal executive offices) | | 72916 (Zip Code) |
Registrant’s telephone number, including area code: (479) 785-6000
Not Applicable
(Former name or former address, if changed since last report)
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock $0.01 Par Value | ARCB | Nasdaq |
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 5.07 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 24, 2026, ArcBest Corporation (the “Company”) held its 2026 annual meeting of stockholders, at which meeting the following five proposals were voted on by stockholders:
| (i) | the election of directors to the Company’s Board of Directors (the “Board”) until the 2027 annual stockholders meeting; |
| (ii) | the annual advisory vote on the compensation of the Company’s Named Executive Officers; |
| (iii) | the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026; |
| (iv) | the reincorporation of the Company to the State of Texas by conversion; and |
| (v) | shareholder proposal to approve GHG emissions reduction targets. |
The results of the stockholders’ votes are reported below.
Proposal I: The following directors were elected by the indicated vote:
| | | | |
Directors | Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
Salvatore A. Abbate | 20,639,932 | 221,422 | 22,095 | 675,343 |
Thom S. Albrecht | 20,844,938 | 22,220 | 16,291 | 675,343 |
Ann G. Bordelon | 20,845,412 | 18,126 | 19,911 | 675,343 |
Eduardo F. Conrado | 20,739,382 | 117,680 | 26,387 | 675,343 |
Bobby K. George | 20,849,615 | 17,264 | 16,570 | 675,343 |
Michael P. Hogan | 20,554,454 | 312,285 | 16,710 | 675,343 |
Judy R. McReynolds | 20,705,319 | 161,278 | 16,852 | 675,343 |
Seth K. Runser | 20,849,521 | 18,282 | 15,646 | 675,343 |
Janice E. Stipp | 20,768,801 | 97,547 | 17,101 | 675,343 |
Chris T. Sultemeier | 20,843,964 | 19,521 | 19,964 | 675,343 |
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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Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
20,392,583 | 475,679 | 15,187 | 675,343 |
Proposal III: The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was approved by a vote of stockholders as follows:
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Votes For | Votes Against | Votes Abstained |
21,526,417 | 18,739 | 13,636 |
Proposal IV: The reincorporation of the Company from the State of Delaware to the State of Texas by conversion (the "Conversion") was approved by a vote of stockholders as follows:
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Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
13,944,420 | 6,921,119 | 17,910 | 675,343 |
The company anticipates that the Conversion will become effective on or about May 15, 2026.
Proposal V: The shareholder proposal to approve GHG emissions reduction targets was not approved by a vote of stockholders as follows:
| | | |
Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
6,212,512 | 14,468,659 | 202,278 | 675,343 |
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.
Se | | | |
| | | ARCBEST CORPORATION |
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| | | (Registrant) |
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Date: | April 24, 2026 | | /s/ J. Brent Hagy |
| J. Brent Hagy | ||
| Chief Legal Officer and Corporate Secretary | ||
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