[8-K] ARCBEST CORP /DE/ Reports Material Event

Rhea-AI Filing Summary

ArcBest Corporation reported results from its 2026 annual stockholders’ meeting. All ten director nominees were elected with roughly 20.6 million votes for each and limited opposition. Stockholders also approved the advisory vote on compensation for Named Executive Officers with 20,392,583 votes in favor.

Stockholders ratified Grant Thornton LLP as independent registered public accounting firm for fiscal 2026 with 21,526,417 votes for. A proposal to reincorporate the Company from Delaware to Texas by conversion was approved with 13,944,420 votes for and 6,921,119 against, and is expected to become effective on or about May 15, 2026. A shareholder proposal on GHG emissions reduction targets did not pass, receiving 6,212,512 votes for and 14,468,659 against.

Insights

Corporate governance analyst

ArcBest holders back board, pay, auditor, and Texas move.

Stockholders re-elected all director nominees and approved advisory executive compensation, signaling broad support for the current leadership and pay structure. Ratification of Grant Thornton LLP as the independent registered public accounting firm for fiscal 2026 maintains continuity in external oversight.

The reincorporation from Delaware to Texas by conversion, approved by 13,944,420 votes for and 6,921,119 against, marks a notable governance and legal framework change, anticipated effective on or about May 15, 2026. The defeat of the GHG emissions reduction targets proposal shows stockholders did not adopt that specific environmental initiative at this meeting.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director support example: 20,849,615 votes for Say-on-pay approval: 20,392,583 votes for Auditor ratification: 21,526,417 votes for +4 more

7 metrics

Director support example 20,849,615 votes for Election of director Bobby K. George

Say-on-pay approval 20,392,583 votes for Advisory vote on Named Executive Officer compensation

Auditor ratification 21,526,417 votes for Ratification of Grant Thornton LLP for fiscal 2026

Reincorporation approval 13,944,420 votes for Move from Delaware to Texas by conversion

Reincorporation opposition 6,921,119 votes against Move from Delaware to Texas by conversion

GHG proposal support 6,212,512 votes for Shareholder proposal on GHG emissions reduction targets

GHG proposal opposition 14,468,659 votes against Shareholder proposal on GHG emissions reduction targets

Key Terms

broker non-votes, Named Executive Officers, independent registered public accounting firm, reincorporation, +1 more

5 terms

broker non-votes financial

"Votes Abstained | Broker Non-Votes 20,392,583 | 475,679 | 15,187 | 675,343"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Named Executive Officers financial

"The annual advisory vote on the compensation of the Company’s Named Executive Officers was approved"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reincorporation regulatory

"The reincorporation of the Company from the State of Delaware to the State of Texas by conversion"

GHG emissions reduction targets financial

"The shareholder proposal to approve GHG emissions reduction targets was not approved"

Understanding 8-K Material Events →

0000894405false00008944052026-04-242026-04-24

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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): April 24, 2026 (April 24, 2026)

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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 File Number)	(IRS Employer Identification No.)
8401 McClure Drive Fort Smith, Arkansas (Address of principal executive offices)	​	72916 (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 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:

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(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.

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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	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

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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
20,392,583	475,679	15,187	675,343

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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

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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. 

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Proposal V: The shareholder proposal to approve GHG emissions reduction targets was not approved by a vote of stockholders as follows:

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Votes For	Votes Against	Votes Abstained	Broker Non-Votes
6,212,512	14,468,659	202,278	675,343

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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.

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​	​	​	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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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.6 KB