8-K

June 30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

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 3, 2021 (November 1, 2021)

ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19969	71-0673405
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

8401 McClure Drive

Fort Smith, Arkansas 72916

(479) 785-6000

(Address, including zip code, and telephone number, including area code, of

the registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 Par Value	ARCB	Nasdaq

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.

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

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

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

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

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 1.01 – Entry into a Material definitive agreement

On November 2, 2021, ArcBest^® (Nasdaq: ARCB) (the “Company,” “we,” us,” or “our”) entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”) to repurchase approximately $100 million of its common stock with available cash on hand.

As previously announced by the Company on November 1, 2021, the accelerated share repurchase program contemplated by the ASR Agreement (the “ASR”) is in addition to the Company’s existing share repurchase program, which currently has $41.9 million available.

Pursuant to the terms of the ASR Agreement, the Company will make an initial payment of $100 million to Morgan Stanley and will receive an initial delivery of 709,287 shares. The final number of shares to be repurchased will be based on the volume-weighted average price of the Company’s common stock during the term of the ASR, less a discount and subject to adjustments. At final settlement, under certain circumstances, Morgan Stanley may be required to deliver to the Company additional shares of the Company’s common stock, or the Company may be required to deliver to Morgan Stanley additional shares of the Company’s common stock (or, at the Company’s election, to make a cash payment to Morgan Stanley). The final settlement is expected to be completed in the first quarter of 2022.

The ASR Agreement contains the principal terms and provisions governing the ASR, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the circumstances under which Morgan Stanley is permitted to make adjustments to valuation and calculation periods and various acknowledgments, representations and warranties made by the Company and Morgan Stanley to one another.

The description of the ASR Agreement contained herein is qualified in its entirety by reference to the ASR Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 8.01 – OTHER EVENTS

On November 1, 2021, ArcBest^® (Nasdaq: ARCB) issued a press release announcing the approval by the Board of Directors of a quarterly cash dividend of $0.08 per share to holders of record on November 12, 2021, payable on November 26, 2021. 

A copy of the press release is filed as an exhibit to this Report on Form 8-K.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description of Exhibit
99.1	Press release of ArcBest dated November 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:	November 3, 2021	/s/ Michael R. Johns
		Michael R. Johns
		Vice President – General Counsel
		and Corporate Secretary

EX-99.1

Exhibit 99.1

Investor Relations Contact: David Humphrey

Title: Vice President – Investor Relations

Phone: 479-785-6200

Email:dhumphrey@arcb.com

ArcBest^® Declares an $0.08/Share Quarterly Dividend;

Announces New $100 Million Accelerated Share Repurchase Program

FORT SMITH, Ark., November 1, 2021 – The Board of Directors of ArcBest^® (Nasdaq: ARCB) has declared a quarterly cash dividend of eight cents ($0.08) per share to holders of record of its Common Stock, $0.01 par value, on November 12, 2021, payable on November 26, 2021.

ArcBest also announced that the Board has authorized ArcBest to enter into an accelerated share repurchase program (“ASR”) with Morgan Stanley & Co. LLC (“Morgan Stanley”) to repurchase $100 million of ArcBest’s common stock.  The ASR authorization is in addition to the authorization under the existing ArcBest share repurchase program, which currently has $41.9 million available. ArcBest intends to enter into the ASR shortly after the release of its earnings for third quarter 2021 scheduled for November 2, 2021.

“We are pleased to increase the return of capital to ArcBest’s shareholders by entering into this accelerated share repurchase agreement,” said Judy R. McReynolds, ArcBest chairman, president and CEO. “Given our prospects for continued growth and value creation, the Board believes the current stock price does not reflect ArcBest’s intrinsic value. Importantly, as evidenced by the recent MoLo transaction, we have the balance sheet capacity and solid free cash flow to pursue accretive external growth opportunities, even while making value-enhancing organic investments, paying an attractive dividend and repurchasing shares. We are implementing our capital allocation plan and advancing our growth strategy, building on ArcBest’s leading position as an integrated logistics company.”  

Under the ASR agreement, ArcBest will make an initial payment of $100 million to Morgan Stanley and will receive an initial delivery of ArcBest common stock. The final number of shares to be repurchased will be based on the volume-weighted average price of ArcBest’s common stock during the term of the ASR and subject to adjustments pursuant to the terms of the ASR. The final settlement of the ASR is expected to be completed in first quarter 2022.

About ArcBest

ArcBest^® (Nasdaq: ARCB) is a multibillion-dollar integrated logistics company that helps keep the global supply chain moving. Founded in 1923 and now with over 14,000 employees across more than 250 campuses and service centers, the company is a logistics powerhouse, fueled by the simple notion of finding a way to get the job done. Through innovative thinking, agility and trust, ArcBest leverages their full suite of shipping and logistics solutions to meet customers’ critical needs, each and every day. For more information, visit arcb.com.

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XML

Document and Entity Information	Nov. 01, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 01, 2021
Entity Registrant Name	ARCBEST CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	0-19969
Entity Tax Identification Number	71-0673405
Entity Address, Address Line One	8401 McClure Drive
Entity Address, City or Town	Fort Smith
Entity Address, State or Province	AR
Entity Address, Postal Zip Code	72916
City Area Code	479
Local Phone Number	785-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01 Par Value
Trading Symbol	ARCB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000894405
Amendment Flag	false