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ABFS > SEC Filings for ABFS > Form 8-K on 26-Oct-2012All Recent SEC Filings

Show all filings for ARKANSAS BEST CORP /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ARKANSAS BEST CORP /DE/


26-Oct-2012

Change in Directors or Principal Officers


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 22, 2012, the Board of Directors (the "Board") of Arkansas Best Corporation (the "Company") elected Ms. Janice E. Stipp to the Board as a director, effective October 22, 2012. Ms. Stipp was appointed to serve on the Board's Audit Committee. Ms. Stipp's term on the Board will expire at the Company's annual meeting of stockholders in 2013.

Ms. Stipp is the Executive Vice President, Chief Financial Officer and Treasurer of Tecumseh Products Company (NASDAQ: TECUA). There are no understandings or arrangements between Ms. Stipp and any other person pursuant to which Ms. Stipp was elected to serve as a director of the Company. There were no related person transactions between the Company and Ms. Stipp reportable under Item 404(a) of Regulation S-K.

As a non-employee director, Ms. Stipp will receive an initial grant of 5,000 restricted stock units on the fifth business day following the Company's Third Quarter 2012 earnings release. The grant is pursuant to the Form of Restricted Stock Unit Agreement for Non-employee Directors (the "Restricted Stock Unit Agreement") and was approved by the Board on October 22, 2012. The foregoing description is qualified in its entirety by reference to the full text of the Form of Restricted Stock Unit Agreement previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the Commission on May 5, 2009, and incorporated herein by reference.

In addition, the Company entered into an indemnification agreement with Ms. Stipp on October 22, 2012 (the "Indemnification Agreement"). The Indemnification Agreement provides that the Company will indemnify Ms. Stipp in connection with serving in her capacity as a director of the Company to the fullest extent authorized, permitted or not prohibited (i) by the General Corporation Law of the State of Delaware, or any other applicable law (including judicial, regulatory or administrative interpretations or readings thereof), the Company's Restated Certificate of Incorporation or Amended and Restated Bylaws as in effect on the date hereof, or (ii) by any amendment thereof or other statutory provisions authorizing or permitting such indemnification that is adopted after the date hereof. The foregoing description is qualified in its entirety by reference to the full text of the Form of Indemnification Agreement previously filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K, filed with the Commission on February 24, 2010, and incorporated herein by reference.

ITEM 9.01 EXHIBITS



(d) Exhibits



Exhibit Number                                Description
10.1#             Form of Restricted Stock Unit Award Agreement (Non-Employee
                  Directors) (previously filed as Exhibit 10.1 to the Company's
                  Quarterly Report on Form 10-Q, filed with the Commission on May 5,
                  2009, Commission File No. 0-19969, and incorporated herein by
                  reference).

10.2              Form of Indemnification Agreement by and between Arkansas Best
                  Corporation and the Company's Board of Directors (previously filed
                  as Exhibit 10.3 to the Company's Annual Report on Form 10-K, filed
                  with the Commission on February 24, 2010, Commission File
                  No. 0-19969, and incorporated herein by reference).

99.1*             Press release of the Company issued October 23, 2012.


# Designates a compensation plan or arrangement for directors or officers.

* Filed herewith.


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