ARCB ArcBest Corporation

June 30

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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): July 18, 2024 (July 17, 2024)

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ARCBEST CORPORATION

(Exact name of registrant as specified in its charter)

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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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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).

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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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On July 18, 2024, the Board of Directors of ArcBest Corporation (the “Company”) announced the appointment of Seth Runser, the current president of ABF Freight, to serve as president of the Company, effective as of August 1, 2024. Judy R. McReynolds, the current chairman, president and chief executive officer of the Company, will maintain her role as chairman and chief executive officer upon the appointment of Mr. Runser as president.

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Information regarding Mr. Runser required by Items 401(b), (d), (e) of Regulation S-K was disclosed in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on March 15, 2024 and is incorporated herein by reference. In connection with his appointment as president of the Company, Mr. Runser will receive an annual base salary of $575,000 per year and will continue to participate in benefit and compensation plans consistent with the Company’s other management team members, at levels consistent with his position and scope of responsibility. Additionally, Mr. Runser’s target annual cash incentive opportunity will increase effective August 1 to 80% of his base salary, payable upon the attainment of certain company-wide performance goals (including applicable weighting) previously approved for fiscal 2024. Starting in 2025, Mr. Runser’s target long-term cash incentive opportunity will be $600,000 (or such other amount as may be determined by the Compensation Committee). In addition, Mr. Runser will participate in the Company’s equity compensation program and will receive an equity grant with a target value of $400,000 (or such other amount as may be determined by the Compensation Committee), which is expected to occur in 2025.

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There is no arrangement or understanding between Mr. Runser and any other person pursuant to which Mr. Runser was selected as an officer, nor is he party to any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.  

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Replacing Mr. Runser as president of ABF Freight will be Matthew Godfrey, who currently serves as vice president – engineering of ABF Freight.

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ITEM 7.01 – REGULATION FD DISCLOSURE

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On July 18, 2024, the Company issued a press release announcing Mr. Runser’s and Mr. Godfrey’s appointments. 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.

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Item 9.01 Financial Statements and Exhibits.

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*Furnished herewith.

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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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Exhibit 99.1

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ABF Freight President Seth Runser Appointed President of ArcBest

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Vice President of Engineering at ABF, Matt Godfrey, Appointed ABF President

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FORT SMITH, Arkansas, July 18, 2024 — ArcBest^® (Nasdaq: ARCB), a leader in supply chain logistics, announced today that Seth Runser, president of ABF Freight, will become president of ArcBest effective August 1, 2024. Judy R. McReynolds will remain chief executive officer and chairman of the board.

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Runser has been president of ABF Freight since 2021. In this role, he has navigated unprecedented change — guiding ABF through a global pandemic, successfully renewing a five-year union labor agreement and leading an ongoing transformation of ABF that drove eight quarters of record results. During Runser’s tenure, ABF has improved profitability, increased employee productivity and implemented innovations that have significantly enhanced efficiency and sustainability. He has also overseen the creation of ABF’s long-term facility plan to enable accelerated growth, adding over 500 doors since 2021. Runser joined ArcBest over 17 years ago as a management trainee, gaining experience in roles of increasing responsibility across operations, linehaul and executive management.

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“Seth has made tremendous contributions to ArcBest’s success over his time with our company, including as president of ABF,” said Judy R. McReynolds, ArcBest chairman, president and CEO. “Under his leadership, ABF has consistently delivered record results and has made great strides in enhancing profitability and operational efficiency. His deep knowledge of the business, innovative spirit and commitment to advancing ArcBest’s mission and strategy make him the right person to succeed me as president. I look forward to working alongside him and the rest of the team as we advance our strategy for long-term growth and value creation for the benefit of our employees, customers and shareholders.”

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“I am grateful for Judy’s vision and leadership, and look forward to serving in this new capacity,” said Runser. “With our innovative mindset and integrated solutions, ArcBest is uniquely positioned to help customers solve their most complex logistics challenges. I am committed to accelerating growth, increasing efficiency and driving continued innovation. Our people are at the heart of our success, having served our customers with excellence and innovative solutions for more than a century.”

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Matt Godfrey, current vice president of engineering at ABF, will assume the role of ABF president to succeed Runser, effective Aug. 1, 2024. Godfrey began his current role in 2021 and has been instrumental in driving ABF’s optimization efforts and improvements of the business. He has been with ABF for 20 years, starting as a management trainee and serving in several roles of increasing responsibility.

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“Working closely with Seth on the ongoing execution of ABF’s transformation, Matt’s leadership has already brought about significant improvements to ABF,” said McReynolds. “He has guided our optimization efforts, which have increased capacity and delivered value for customers, and he deeply understands the ABF network, our strategy and our Quality Process. His commitment to our people and ABF’s success is unwavering, and I am confident that under his guidance, the business will continue to grow and reach new heights.”

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ABOUT ARCBEST

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ArcBest^® (Nasdaq: ARCB) is a multibillion-dollar integrated logistics company that helps keep the global supply chain moving. Founded in 1923 and now with 15,000 employees across 250 campuses and service centers, the company is a logistics powerhouse, using its technology, expertise and scale to connect shippers with the solutions they need — from ground, air and ocean transportation to fully managed supply chains. ArcBest has a long history of innovation that is enriched by deep customer relationships. With a commitment to helping customers navigate supply chain challenges now and in the future, the company is developing ground-breaking technology like Vaux^™, one of the TIME Best Inventions of 2023. For more information, visit arcb.com.

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