ARCBEST CORP /TX/
For the period ended Apr 25, 2025. Filed Mar 14, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2025 · Filed Mar 14, 2025
Contents
PROXY SUMMARY
THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION ABOUT THE MEETING AND THE COMPANY, WHICH IS DISCUSSED IN GREATER DETAIL IN THIS PROXY STATEMENT, AND DOES NOT CONTAIN ALL THE INFORMATION YOU SHOULD CONSIDER. YOU SHOULD READ THE ENTIRE PROXY STATEMENT BEFORE VOTING YOUR SHARES. FOR MORE COMPLETE INFORMATION REGARDING ARCBEST’S 2024 PERFORMANCE, PLEASE REVIEW OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024.
Annual Meeting Information
| WHEN | WHERE | RECORD DATE |
|---|---|---|
| Friday, April 25, 2025,at 7:30 a.m. (CDT) | At the principal offices of theCompany located at8401 McClure Drive, Fort Smith, Arkansas 72916 | February 24, 2025 |
Meeting Agenda
This Proxy Statement is furnished to the stockholders of the Company in connection with the solicitation of proxies on behalf of the ArcBest Board of Directors (the “Board”) to be voted at the Annual Meeting. The matters we will act upon at the Annual Meeting are:
| Proposal | Board VotingRecommendation | Vote Required to Pass | Where to FindMore Information |
|---|---|---|---|
| Elect nine directors for a one-year term | FOR all nominees | A nominee is elected by a majority of the votes cast* | Page 13 |
| Approve, on an advisory basis, the Company’s executive compensation | FOR | The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote | Page 73 |
| Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025 | FOR | The affirmative vote of the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote | Page 76 |
| * | A majority of votes cast means that the number of shares voted “for” a director nominee’s election must exceed the number of shares voted “against” it. |
|---|
What’s New?
■In April 2024, we published our Sustainability Report for the calendar year 2023, marking the fifth year of reporting on our sustainability initiatives. Visit arcb.com/about-arcbest/sustainability to view the report.(1)■In July 2024, we announced the appointment of Seth Runser as ArcBest President and Matt Godfrey as ABF Freight President, a testament to our robust succession planning process. See page 27 for more information.■During fourth quarter 2024, we engaged with stockholders representing 37% of our outstanding shares, and we took action in response to their feedback on our governance practices. See page 12 for more information.
| (1) | Documents referenced or hyperlinked in this proxy statement are not and will not be incorporated by reference unless expressly indicated otherwise. Such documents may contain information from various sources and our assumptions thereon and may also contain hypothetical or adverse scenarios and assumptions that may not necessarily be representative of current, actual or expected risks or results. You are cautioned not to place undue weight on such information. |
ArcBest / 2025 PROXY STATEMENT 8
Director Nominees
| Committees | |||||
|---|---|---|---|---|---|
| Name · Occupation · Age · DirectorSince · Independent · Other Public Directorships · Audit · Compensation · Nominating/CorporateGovernance | |||||
| Salvatore A. Abbate | Chief Executive Officer for Veritiv Corporation | 56 | Jan.2023 | ||
| Eduardo F. Conrado | President for Ascension | 58 | Nov.2016 | 1 | |
| Fredrik J. Eliasson | Former Executive Vice President and Chief Financial Officer for Change Healthcare Inc. | 54 | Dec.2019 | 1 | |
| Michael P. Hogan | Chief Development and Strategy Officer for Earned Wealth | 65 | Oct.2016 | ||
| Kathleen D.McElligott | Former Executive Vice President, Chief Information Officer and Chief Technology Officer for McKesson Corporation | 69 | Jul.2015 | ||
| Judy R. McReynoldsChair | Chief Executive Officer for ArcBest | 62 | Jan.2010 | 1 | |
| Dr. Craig E. Philip | Professor, Vanderbilt University | 71 | Aug.2011 | ||
| Steven L. SpinnerLead Independent Director | Operating Partner for MidOcean Partners | 65 | Jul.2011 | 1 | |
| Janice E. Stipp | Former Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation | 65 | Oct.2012 | 2 | |
| Member | Chair | Audit Committee Financial Expert |
Board Composition and Refreshment
Our nine nominees represent a broad range of backgrounds, attributes, experiences and skills, as summarized below.
| | | AGE | TENURE ON THE BOARD |
|---|
ArcBest / 2025 PROXY STATEMENT 9
RANGE OF SKILLS
The Nominating/Corporate Governance Committee is currently in the process of assessing the Board’s size, composition and current balance of skills and characteristics. As part of this assessment, the Nominating/Corporate Governance Committee has engaged a third-party search firm to assist it in identifying and evaluating potential candidates to join the Board.
2024 Performance
In 2024, the macroeconomic backdrop, particularly in the manufacturing sector, remained a challenge for many shippers who depended on ArcBest’s expertise as an integrated logistics solution to help them navigate market disruptions, rapidly changing market conditions and increased supply chain complexity. With 14,000 employees utilizing their industry knowledge while offering a breadth of solutions, ArcBest truly lived out its mission to connect and positively impact the world through solving logistics challenges. Our team continues to respond nimbly to evolving market dynamics in real time, pivoting quickly to profitably serve our customers. We continue to transform through innovation, investment, and an intense focus on quality. In 2024, we celebrated the 40 th anniversary of the Quality Process, emphasizing the notion of “Doing it right the first time.”
| $244.4MOPERATING INCOME FROMCONTINUING OPERATIONS | $7.28DILUTED EARNINGS PER SHAREFROM CONTINUING OPERATIONS |
Compensation Highlights
Our executive compensation program strikes a balance between fixed and variable elements. As shown below, 79% of compensation for our CEO, and 65% of compensation (on average) for our other Named Executive Officers, was variable and at risk in 2024.
ArcBest / 2025 PROXY STATEMENT 10
Key Compensation Governance Policies
The Compensation Committee continually reviews the Company’s executive compensation program to ensure our practices promote stockholders’ best interests. Some of our key policies are summarized below.
| What We Do: | What We Don’t Do: | |||
|---|---|---|---|---|
| We tie pay to performance. The majority of executive pay is at risk. | | NO tax gross-up payments for any amounts considered excess parachute payments. | ||
| 60% of the long-term incentive value granted to Named Executive Officers is contingent on the Company’s performance over a 3-year period. | | NO single-trigger payments upon a change in control. | ||
| We use three-year ratable vesting for our restricted stock units to encourage retention and a long-term perspective. | | NO excessive perquisites. | ||
| Named Executive Officers and Directors are subject to significant stock ownership requirements. | | NO hedging or pledging of Company stock. | ||
| We have caps on both the annual incentive and long-term incentive payouts. | | NO employment agreements with our Named Executive Officers. | ||
| We have a robust clawback policy that goes beyond the minimum requirements under the Nasdaq listing standards. | | NO re-pricing of stock options without stockholder approval. | ||
| We conduct annual risk assessments of our compensation plans. | | NO guaranteed bonuses. | ||
| We have an independent Compensation Committee. | | | ||
| The Compensation Committee has an independent compensation consultant. | | | ||
| We benchmark our compensation practices to peers with which we compete for talent. | | | ||
| We proactively engage with our largest stockholders and consider their feedback. | | | ||
ArcBest / 2025 PROXY STATEMENT 11
Stockholder Engagement
Feedback from our stockholders is very important to us. The Company engages with stockholders through various means, including in-person meetings, investor conferences, one-on-one calls and our Annual Meeting. The objectives of our stockholder engagement program are to discuss our strategic priorities, corporate governance and executive compensation practices, among other topics; strengthen our relationships with our investors; address any concerns raised in prior engagements; ensure we meet evolving investor expectations; and convey our approach to maximizing stockholder value. The information and viewpoints gathered in our discussions with stockholders are critical to informing our priorities and strategies.
In 2024, in addition to our participation at investor conferences and non-deal roadshows, we proactively reached out to stockholders representing approximately 63% of our outstanding shares to discuss our business strategy, governance policies and practices, and other topics of interest to our investors. Of those stockholders we contacted, stockholders representing approximately 37% of our outstanding shares met with our management team. The Chair of our Nominating/Corporate Governance Committee also participated in certain engagement discussions.
| | | ||
| Who We Contacted | Who We Spoke With | ||
|---|---|---|---|
| Stockholders Representing63%of Outstanding Stock | | | Stockholders Representing37%of Outstanding Stock |
Topics discussed during 2024 included our business strategy, human capital management, sustainability initiatives, executive compensation, corporate governance matters, and board composition and refreshment. We believe these meetings were productive and provided us with valuable insights and perspectives from our stockholders.
As a result of this constructive dialogue, and in response to feedback from our stockholders, in February 2025, the Board amended the Company’s bylaws to implement a “proxy access” right, which permits a stockholder (or a group of up to 20 stockholders) owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees, subject to the eligibility, procedural and disclosure requirements set forth in our bylaws. The maximum number of director nominees nominated by all eligible stockholders that will be included in the Company’s proxy materials is the greater of two or 25% of the Board. Stockholders who wish to nominate directors for inclusion in our proxy statement for the 2026 Annual Meeting of Stockholders should follow the instructions under “Procedure for Submitting Stockholder Proposals and Nominations for 2026 Annual Meeting” in this Proxy Statement.
ArcBest / 2025 PROXY STATEMENT 12
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