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ABFS > SEC Filings for ABFS > Form 8-K on 31-Oct-2013All Recent SEC Filings

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



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financia

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year.

On October 25, 2013, the Board of Directors of Arkansas Best Corporation (the "Company") adopted amendments to the Company's Bylaws. The principal changes are as follows:

Stockholder Advance Notice Provisions

Section 2.13 of the Bylaws which includes advance notice provisions for stockholder proposals and director nominations for both annual and special meetings of stockholders was amended to require that a stockholder include certain disclosures more particularly described in Section 2.13 as amended regarding any "Stockholder Associated Person". A Stockholder Associated Person is defined in the amended Bylaws as: (1) any beneficial owner of shares of stock of the corporation on whose behalf any proposal or nomination is made by such stockholder; (2) any affiliates or associates of such stockholder or any beneficial owner described in clause (1); and (3) each other person with whom any of the persons described in the foregoing clauses (1) and (2) either is acting in concert with respect to the corporation or has any agreement, arrangement or understanding (whether written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such person in response to a public proxy solicitation made generally by such person to all stockholders entitled to vote at any meeting) or disposing of any capital stock of the corporation or to cooperate in obtaining, changing or influencing the control of the corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses).

Forum for Adjudication of Disputes

A new Article X was added which provides that the Delaware Court of Chancery or, if no State Court located in Delaware can assert jurisdiction then the Federal District Court for the District of Delaware, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation's stockholders, (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the Delaware General Corporation Law or the corporation's Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Third Amended and Restated Bylaws of the Company dated as of April 22, 2010 (previously filed as Exhibit 3.5 to the Company's Current Report on Form 8-K, filed with the Commission on August 5, 2010, Commission File No. 0-19969, and incorporated herein by reference.)

3.2 Amendment to the Third Amended and Restated Bylaws of the Company dated as of October 25, 2013.

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