ArcBest shareholders approve reincorporation from Delaware to Texas
ArcBest shareholders approved at the annual meeting the reincorporation of the company from Delaware to Texas by a vote of 13.9 million to 6.9 million, with the change expected to take effect around May 15. The company's board believes that Texas business regulations provide clearer decision-making guidance, which can reduce opportunistic litigation, and the company has 17 facilities in Texas, resulting in stronger operational ties.
ArcBest shareholders approved a reincorporation resolution last month, and the company plans to change its state of incorporation from Delaware to Texas around May 15.
At the annual meeting, shareholders passed the proposal with 13.9 million votes in favor versus 6.9 million against. The move aims to provide greater protection for directors and executives.
The board supported the change for several reasons, including:
- Texas business rules offer "clearer certainty and predictability in decision-making than Delaware's judicial path";
- The change "may reduce the occurrence of opportunistic and frivolous litigation that adds cost without corresponding corporate benefit";
- The company has stronger operational ties to Texas than to Delaware, including 17 facilities in the state (the most of any state for ArcBest) and the Dallas distribution center.
Although ArcBest moved its incorporation to Delaware in 1966, the company's annual proxy statement notes that high-profile litigation in recent years has prompted companies to re-examine their state legal frameworks.
The statement says board members considered the matter throughout 2025 and engaged Sidley Austin law firm for expert advice on the pros and cons of alternative jurisdictions.
Notably, ArcBest wants to support directors and executives in decision-making, avoiding risks from unclear judicial interpretations. The company says the Texas Business Code provides a more favorable environment and standards, such as limiting director liability, while still protecting shareholders from "intentional misconduct, fraud, and other wrongful acts."
The company also noted that Texas's more protective business environment and predictable legal framework help reduce frivolous litigation.
The company emphasized that the reincorporation does not affect its headquarters location, operations, jobs, management, properties, any office or facility locations, or employee count.
Other transportation companies have recently made similar incorporation changes. Last year, Forward Air moved its incorporation from Tennessee to Delaware, citing the predictability and flexibility of that state's laws and support for strategic review options. In 2024, PAMT moved its incorporation from Delaware to Nevada, saying the move would guard against potential hostile takeovers.