8-K

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 1, 2024 (April 26, 2024)

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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<br><br>File Number)	(IRS Employer<br><br>Identification No.)
8401 McClure Drive<br><br>Fort Smith , Arkansas<br><br>(Address of principal executive offices)	​	72916<br><br>(Zip Code)

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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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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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

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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, 2024, ArcBest Corporation (the “Company”) held its 2024 annual meeting of stockholders, at which meeting the following four proposals were voted on by stockholders:

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(i)	the election of directors to the Company’s Board of Directors (the “Board”) until the 2025 annual stockholders meeting;
(ii)	the annual advisory vote on the compensation of the Company’s Named Executive Officers;
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(iii)	the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024; and
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(iv)	the approval of an amendment of the Company’s Second Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements.
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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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Directors	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Salvatore A. Abbate	19,608,169	1,876,566	9,856	886,623
Eduardo F. Conrado	19,435,535	2,048,971	10,085	886,623
Fredrik J. Eliasson	19,833,352	1,651,353	9,886	886,623
Michael P. Hogan	19,621,234	1,863,471	9,886	886,623
Kathleen D. McElligott	19,550,941	1,935,648	8,002	886,623
Judy R. McReynolds	19,566,533	1,919,230	8,828	886,623
Craig E. Philip	19,547,550	1,936,719	10,322	886,623
Steven L. Spinner	19,533,061	1,951,070	10,460	886,623
Janice E. Stipp	19,565,806	1,919,786	8,999	886,623

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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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Votes For	Votes Against	Votes Abstained	Broker Non-Votes
20,797,156	677,697	19,738	886,623

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Proposal III: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was approved by a vote of stockholders as follows:

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Votes For	Votes Against	Votes Abstained
21,819,866	548,639	12,709

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Proposal IV: The amendment of the Company’s Second Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements was approved by a vote of stockholders as follows:

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Votes For	Votes Against	Votes Abstained	Broker Non-Votes
20,939,747	539,180	15,664	886,623

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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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Se	​	​
​	​	​	ARCBEST CORPORATION
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​	​	​	(Registrant)
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Date:	May 1, 2024	​	/s/ Michael R. Johns
​			Michael R. Johns
​			Chief Legal Officer
​			and Corporate Secretary

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