ArcBest (ARCB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 24, 2026, to elect ten directors, approve executive compensation, ratify the auditor, approve reincorporation to Texas, and consider a shareholder GHG proposal.

• 2025 revenue was $4.0B, with $2.62 earnings per diluted share; $86M returned to shareholders via buybacks and dividends.

• Leadership transition: Seth Runser appointed CEO effective January 2026, with Judy McReynolds remaining as Chairman.

• Four new independent directors added, lowering average board tenure and enhancing expertise.

Voting matters and shareholder proposals

• Proposals include election of directors, advisory vote on executive compensation, ratification of Grant Thornton LLP as auditor, reincorporation to Texas, and a shareholder proposal for GHG emissions reduction targets.

• Board recommends voting for all management proposals and against the GHG emissions reduction target proposal.

Board of directors and corporate governance

• Board consists of ten nominees, eight of whom are independent; recent refreshment added expertise in logistics, finance, and technology.

• Board leadership structure includes a non-independent Chairman, a Lead Independent Director, and committees composed entirely of independent directors.

• Board skills include audit, cybersecurity, ESG, executive compensation, finance, HR, legal, risk management, technology, and logistics.

• Mandatory retirement age of 75 for directors; directors limited to serving on two other public boards.