ArcBest (ARCB) Proxy Filing summary

Executive summary

• Achieved $4.0B in 2025 revenue with $2.62 earnings per diluted share; returned $86M+ to shareholders via repurchases and dividends; Board increased repurchase authorization to $125M.

• Navigated freight market softness by refining go-to-market strategy, expanding LTL business, optimizing truckload mix, and driving $24M in operational savings.

• Hosted Investor Day in September 2025, introducing long-term goals focused on profitable growth, efficiency, and innovation.

• Completed CEO transition to Seth Runser in January 2026, with Judy McReynolds remaining as Chairman.

• Engaged with investors representing 29% of outstanding shares on strategy, governance, compensation, and sustainability.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms.

• Advisory vote to approve executive compensation (Say-on-Pay).

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Approval of reincorporation from Delaware to Texas by conversion.

• Consideration of a shareholder proposal to adopt GHG emissions reduction targets, which the Board recommends voting against.

Board of directors and corporate governance

• Board refreshed with four new independent directors in 2025–2026, reducing average tenure and enhancing expertise in logistics, finance, tech, and governance.

• Eight of ten nominees are independent; Lead Independent Director role established.

• Board committees (Audit, Compensation, Nominating/Corporate Governance, Qualified Legal Compliance) are composed entirely of independent directors.

• Board succession planning led to seamless CEO transition.

• Board and committee attendance exceeded 75% for all members.