Shareholders of ArcBest Corp. of Fort Smith will vote at their annual meeting in April on a board of directors’ proposal to change the voting threshold required for a merger or sale of the company.
The board recommended the reduction of the votes required be changed from a supermajority of two-thirds to a simple majority of 50% plus one. Shareholders would have to approve the change by a supermajority vote.
The company’s annual shareholders meeting is scheduled for 8 a.m. April 26 at the company’s offices in Fort Smith.
The proposal was included in the company’s preliminary proxy statement filed with the U.S. Securities & Exchange Commission earlier this month. It followed rumors that Canadian logistics company TFI International was interested in acquiring ArcBest.
TFI in early 2023 owned slightly more than one million shares of ArcBest stock, just below the 5% ownership standard for public disclosure. TFI divested its stock in the second quarter of fiscal 2023.
“We’re going to be way too busy, us and them, to go through all these changes in the industry,” said TFI CEO Alain Bedard, in apparent reference to ArcBest, during an August conference call. “So the timing is wrong. So that’s why we sold our position.”
TFI on Monday announced it had acquired Hercules Forwarding, a less-than-truckload carrier like ArcBest’s subsidiary ABF Freight.
ArcBest sold its maintenance subsidiary, FleetNet, for $100 million in February 2023 to Cox Automotive, a subsidiary of Cox Enterprises Inc. of Atlanta. ArcBest CEO Judy McReynolds said FleetNet didn’t fit in with the company’s transition to a diversified logistics provider.
In the company’s preliminary proxy filing, ArcBest’s board said the voting change was proposed after stockholders “expressed strong preference for [a] majority” voting threshold. A company spokesperson said the proposed threshold was “consistent with a majority of S&P 500 companies.”
Shareholders will also vote to reelect the company’s nine-member board and to approve Ernst & Young as ArcBest’s independent auditor.
ArcBest reported fiscal 2023 income of $195.4 million, down from a record $298.2 million in 2022. The pullback in profits was reflected in the total compensation earned by the company’s named executives, most of whom saw slight decreases.
Executive compensation
McReynolds, who is also president and the board chair, earned total compensation of $6.3 million in 2023, down from $6.4 million the previous year. Her pay included a salary of $900,000, stock awards of $1.22 million and incentive compensation of $4.1 million.
McReynolds’ compensation was more than 82 times the median employee’s income of $76,711, based on 15,305 employees. A year ago, McReynolds’ compensation was 72 times the median income of $88,210.
Matthew Beasley, named in the proxy for the first time, was promoted to CFO in May after joining the company as treasurer in 2022. He earned total compensation of $1.1 million, which included a salary of $395,926, stock awards of $293,964 and incentive plan compensation of $374,125.
The company said Beasley’s CFO salary would be bumped to $450,000.
David Cobb, who retired as CFO in October, earned total compensation of $1.85 million, down from $2.6 million. His pay included a salary of $404,268 and incentive plan compensation of $1.4 million.
Seth Runser, president of ABF Freight, earned total compensation of $2.03 million, up from $1.98 million. His pay included a salary of $475,000, stock awards of $319,902 and $1.2 million from the incentive plan.
Dennis Anderson, the company’s chief strategy officer, earned total compensation of $1.87 million, down from $1.91 million. His pay included a salary of $430,301, stock awards of $268,026 and 1.14 million from the incentive plan.
Michael Newcity, chief innovation officer and president of ArcBest Technologies, earned total compensation of $1.86 million, down from $2.04 million. His pay included a salary of $432,012, stock awards of $268,026 and $1.13 million from the incentive plan.
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