ARCB 8-K
Arcbest Corp /Tx/ (ARCB)
June 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2024 (
(Exact name of registrant as specified in its charter)
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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).
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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on September 26, 2024, Michael E. Newcity, Chief Innovation Officer of ArcBest Corporation (the “Company”) and President of the Company’s subsidiary, ArcBest Technologies, Inc., announced his intent to retire in December 2024. His retirement will be effective December 31, 2024. On October 29, 2024, the Compensation Committee of the Board of Directors of the Company approved entry into a consulting agreement (the “Agreement”) with Mr. Newcity pursuant to which he will perform consulting services for the Company over a period of two years, commencing January 1, 2025 and ending on December 31, 2026. The Agreement will become effective on January 1, 2025.
Under the terms of the Agreement, Mr. Newcity will be paid $22,916.67 per month and be reimbursed for reasonable and necessary business expenses. Mr. Newcity is subject to confidentiality, non-competition and non-solicitation covenants. For the term of the Agreement, Mr. Newcity will not engage in competitive activities with the Company and its affiliates or solicit customers or employees of the Company or otherwise interfere with the business of the Company and its affiliates. In the event the consulting relationship is terminated by the Company without cause, the consulting fees will continue through the original term of the Agreement. Otherwise, the consulting fees will terminate upon termination of the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the complete text of the Agreement, the form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
As previously announced, upon Mr. Newcity’s retirement, Dennis L. Anderson, the Company’s Chief Strategy Officer, will assume Mr. Newcity’s responsibilities as Chief Innovation Officer under the new title of Chief Strategy and Innovation Officer. Starting in 2025, in connection with his new role, Mr. Anderson will be entitled to (i) an increase in annual base salary to $438,000, (ii) a target annual cash incentive opportunity to be set at 65% of his base salary payable upon the attainment of certain company-wide performance goals for fiscal 2025, (iii) a long-term cash incentive opportunity of $330,000 payable upon the attainment of certain company-wide performance goals for the three-year period ended December 31, 2027 (or such other amount as may be determined by the Compensation Committee) and (iv) an equity grant with a target value of $220,000 (or such other amount as may be determined by the Compensation Committee), with such equity grant to be made and cash incentives to be approved when the Compensation Committee approves cash incentives and equity grants for management, which is expected to occur at the Compensation Committee’s regularly scheduled meeting in the second quarter of 2025.
ITEM 5.05 – AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS.
On October 29, 2024, upon the recommendation of the Audit Committee of the Board of Directors of the Company (the “Board”), the Board approved and adopted an amendment and restatement of the Company’s Code of Conduct (as amended and restated, the “Code of Conduct”). The Code of Conduct became effective immediately upon adoption. The Code of Conduct was amended to, among other things, enhance and expand on our commitment to maintaining and promoting fundamental human rights and our policies regarding insider trading, corruption, bribery and political contributions. Adoption of the Code of Conduct did not result in any explicit or implicit waiver of any provision of the Code of Conduct. The foregoing description of the amendments to the Code of Conduct does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Conduct, a copy of which is available on the Company’s website at https://investors.arcb.com/governance/governance-documents/.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description of Exhibit | |
10.1 | Form of Consulting Agreement by and between the Company and Michael E. Newcity | |
104 | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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.
ARCBEST CORPORATION | |||
(Registrant) | |||
Date: | November 4, 2024 | /s/ Michael R. Johns | |
Michael R. Johns | |||
Chief Legal Officer and Corporate Secretary | |||
EXHIBIT 10.1
CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS
This CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS (“Agreement”) is made and entered into by and between ArcBest Corporation (the “Company”), and Michael E. Newcity (“Consultant”), on January 1, 2025 (the “Effective Date”). The Company and Consultant are each referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, Consultant was previously employed by Company in the position of Chief Innovation Officer;
WHEREAS, Consultant has elected to retire from his position as the Company’s Chief Innovation Officer, and his employment with the Company ended effective December 31, 2024 (“Separation Date”);
WHEREAS, the Company wishes for Consultant to provide certain consulting services to the Company after the Separation Date, and Consultant wishes to provide such services as a consultant to the Company after the Separation Date under the conditions set forth herein;
WHEREAS, the Parties wish to memorialize certain of their respective rights and obligations that they have agreed to and that shall apply after the Separation Date; and
NOW, THEREFORE, in consideration of these premises and the mutual promises, covenants, and obligations contained herein, the Company and Consultant agree as follows:
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“Cause” shall mean the occurrence of any of the following, as determined by the Company: (1) the willful failure, neglect or refusal by Consultant to perform the Services; (2) any willful, intentional or grossly negligent act by Consultant having the effect of materially and demonstrably injuring the interest, business or reputation of the Company or any of Affiliates; (3) Consultant’s conviction, plea of no contest, or deferred adjudication of any felony or a misdemeanor involving moral turpitude (including entry of a nolo contendere plea); (4) any misappropriation or embezzlement of the property of Company or any of its Affiliates; and (5) a breach of any one or more of the covenants of this Agreement by Consultant after receiving written notice from the Company specifying in reasonable detail such breach and, if such breach is deemed curable by the Company, after being given a reasonable time to remedy such breach.
Upon expiration or termination of the Consulting Term pursuant to Section 2(b) or Section 2(d)(i), (ii) or (iv), the Company shall pay to Consultant any unpaid Retainer earned as of the date of termination and unreimbursed expenses (to the extent incurred, documented and submitted pursuant to Section 2(c)(ii)), if any (collectively, the “Accrued Obligations”), and Consultant shall be entitled to no other compensation from the Company. Upon termination of the Consulting Term pursuant to Section 2(d)(iii), the Company shall pay to Consultant the Accrued Obligations and the remaining Retainer payments Consultant would have been paid through the Expiration Date as if the Consulting Term had not been earlier terminated.
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If to Company:ArcBest Corporation
3801 Old Greenwood Road
P. O. Box 10048
Fort Smith, AR 72917-0048
Attn: Michael R. Johns, Chief Legal Officer & Corporate Secretary
If to Consultant: Michael E. Newcity
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(to the physical home address of the Consultant which is on file with the Company as of the effective date of this agreement)
or at such other address as shall be indicated to either Party in writing. Notice of change of address shall be effective only upon receipt.
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IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the date first written above.
[Signature Page Follows]
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COMPANY: | CONSULTANT: |
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ArcBest Corporation | |
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Chief Legal Officer & Corporate Secretary | Michael E. Newcity |
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