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): July 24, 2025 (
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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.
On July 24, 2025, Steven L. Spinner notified the Board of Directors (the “Board”) of ArcBest Corporation (the “Company”) of his decision to retire from the Board, effective October 31, 2025, after more than 14 years of service on the Board.
Also on July 24, 2025, the Board increased the size of the Board from nine to ten members and elected Thomas Albrecht to the Board as a director, effective immediately. The Board also appointed Mr. Albrecht to serve on the Audit Committee, effective immediately, and determined that he qualifies as an “audit committee financial expert” as defined by SEC rules. Mr. Albrecht’s initial term on the Board will expire at the Company’s 2026 Annual Meeting of Stockholders, at which time he will stand for election to a new term.
Mr. Albrecht serves as Chief Revenue Officer of Reliance Partners. Mr. Albrecht has not engaged in any related person transaction with the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K, and he is not a party to any arrangements or understandings with any other persons pursuant to which he was elected as a director of the Board.
For his service as a non-employee Board member, Mr. Albrecht will participate in the Company’s non-employee director compensation arrangements, including an initial grant of restricted stock units, which he will receive on the fifth business day following the Company’s earnings release for the second quarter of 2025, or such other dates as may be determined by the Board. In addition, as of July 24, 2025, Mr. Albrecht entered into the Company’s standard indemnification agreement for directors. For a general description of the compensation program for the Company’s non-employee directors and Board committee members and the Company’s indemnification agreements with the members of the Board, please see the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 14, 2025.
ITEM 7.01 – REGULATION FD DISCLOSURE.
On July 24, 2025, the Company issued a press release announcing Mr. Spinner’s retirement and Mr. Albrecht’s appointment. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated into this Item 7.01 by reference.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description of Exhibit | |
99.1 | ||
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 24, 2025 | /s/ Michael R. Johns | |
Michael R. Johns | |||
Chief Legal Officer and Corporate Secretary | |||