ArcBest's board of directors have proposed a change in the shareholder votes required to approve a sale or merger in a recent U.S. Securities and Exchange Commission filing from the company.
The filing, which was made Monday, showed the Fort-Smith-based company proposed an amendment to the company's bylaws that would remove the two- thirds supermajority vote of shareholders to approve a sale or merger, and instead replace it with a simple majority vote -- effectively lowering the threshold to approve a sale or merger.
An ArcBest spokesperson said the changes do not signal a change in company strategy it remains focused on executing its strategic plan to extend a long track record of success creating value for shareholders. The vote on the subject is scheduled to take place at the company's annual meeting on April 26.
According to the company's proxy statement filing, the board came to the proposal after reviewing the company's corporate governance, including a review of issues relevant to the company and the adequacy of current standards. The company spokesperson added the proposed changes came in response to shareholder feedback on governance practices and are consistent with a majority of S&P 500 companies.
The change would then allow the board to increase its accountability to stockholders, and provide stockholders a greater opportunity to participate in corporate governance of the company.
The supermajority voting rule was historically in place to facilitate stability and protect the interests of stockholders against self-interested actions by one or more large stockholders, according to the statement.
Analysts speculated in 2023 that TFI International Inc. was looking into an acquisition of ArcBest when it took a 4% stake in the company, according to reporting from The Wall Street Journal.
According to the Journal article, TFI CEO and President Alain Bédard said on a February, 2023 earnings call that TFI is looking for opportunities to work with ArcBest.
"We believe being a unionized carrier like they are, there are some things that we could work together and improve over time," Bédard said.
Industry observer Satish Jindel, president of SJ Consulting Group, said the change could allow for an easier acquisition in a report for Trucking Dive in March.