ArcBest's investors approved a redomestication plan last month, expected to take effect around May 15, to move the company's incorporation from Delaware to Texas.

Shareholders voted on the proposal at the annual meeting,with the approval resultbeing 13.9 million votes in favor and 6.9 million against. The move aims to better protect directors and executives.

The board based its support onmultiple reasonsfor this change, including:

  • Texas's business rules "provide clearer certainty and predictability for decision-making than Delaware's judicial path";
  • the move "may reduce opportunistic and meritless litigation that brings costs without corresponding corporate benefits";
  • the company's operations are more closely connected to Texas than to Delaware, including having 17 facilities there (the most of any state for ArcBest) and its Dallas distribution center.

Although ArcBest moved its incorporation to Delaware in 1966, the company's annual proxy statement noted that high-profile litigation in recent years has prompted companies to reconsider their state's legal framework.

The statement said board members reviewed the matter throughout 2025 and hired the law firm Sidley Austin to advise on the pros and cons of alternative jurisdictions.

Notably, ArcBest wants to support decisions by directors and executives and avoid risks associated with unclear judicial interpretations. The company said Texas's business code offers a more favorable environment and standards, such as limiting director liability, while still providing shareholders with "protection against willful misconduct, fraud, and other wrongdoing."

The company also said that due to Texas's more predictable legal framework, its more protective business environment helps reduce meritless litigation.

The company noted that the redomestication does not affect the location of its headquarters, operations, jobs, management, properties, any offices or facilities, or the number of employees.

Other transportation companies have also recently adjusted their incorporation states. Last year, Forward Air moved its incorporation from Tennessee to Delaware, citing the latter's state law'spredictability and flexibility, as well as its ability to facilitatestrategic review options. In 2024, PAMT moved its incorporation from Delaware to Nevada, saying the movewould guard againstpotential hostile takeovers.