Arcbest Corp 8-K, filed Jul 6, 2021
Arcbest Corp /Tx/ (ARCB)
About this 8-K
Arcbest Corp filed this 8-K on July 6, 2021, reporting on events of June 29, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
June 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM
CURRENT REPORT
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Date of Report (Date of earliest event reported): July 6, 2021 (
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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 January 11, 2021, Tim Thorne, the president of ABF Freight System, Inc. (“ABF Freight”), the largest subsidiary of ArcBest Corporation (the “Company”), announced his retirement to be effective June 30, 2021. On June 29, 2021, the Compensation Committee of the Board of Directors of the Company approved entry into a consulting agreement (“Agreement”) with Mr. Thorne pursuant to which he will perform consulting services for ABF Freight over a period of six months, commencing July 1, 2021.
Under the terms of the Agreement, Mr. Thorne will be paid $40,500 per month and be reimbursed for reasonable and necessary business expenses. Mr. Thorne is subject to confidentiality and non-competition covenants. For the period twelve months from his retirement date, Mr. Thorne 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.
During the term of the Agreement, Mr. Thorne will be focused on growing the Company’s military and veteran partnerships.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description of Exhibit |
| | |
10.1 | | Consulting Agreement by and between ABF Freight System, Inc. and Tim Thorne, dated July 1, 2021. |
| | |
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: | July 6, 2021 | | /s/ Michael R. Johns |
| Michael R. Johns | ||
| Vice President – General Counsel | ||
| 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 ABF Freight System, Inc., an Arkansas corporation (the “Company”), and Tim Thorne (“Consultant”), on July 1, 2021 (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 President;
WHEREAS, Consultant has elected to retire from his position as the Company’s President, and his employment with the Company ended effective June 30, 2021 (“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, Vice President - General Counsel & Corporate Secretary
If to Consultant:Tim Thorne
[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.
COMPANY: | | CONSULTANT: | |
| | | |
ABF Freight System, Inc. | | ||
| | | |
By: | /s/ Michael R. Johns | | /s/ Tim Thorne |
| Secretary | | Tim Thorne |
| | | |
Date: | July 1, 2021 | | July 1, 2021 |
2021
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