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ArcBest Corporation

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ArcBest^® is a multibillion-dollar integrated logistics company that leverages our technology and full suite of shipping and logistics solutions to meet our customers’ critical supply chain needs and help keep the global supply chain moving.

We started in 1923 as a local Arkansas freight hauler, and today, through organic growth, smart strategic acquisitions, visionary leadership and a mindset focused on the future, we’re a publicly traded, global, $4 billion logistics powerhouse with over 14,000 employees across more than 250 campuses and service centers.

We find a way — through the power of our integrated solutions

We see the world through our customers’ eyes, and through the power of our integrated solutions, we help them respond to even the most rigorous market demands. The insights needed to do this are driven by our innovative spirit and championed by experts across our business who find a way to get the job done, no matter what.

We listen and we’re agile

By thoughtfully analyzing real-time industry data and listening to our customers, we learn what works and customize transformative solutions that save money, drive growth and make it easier for them to do business.

Our relationships are built on trust

We serve as a trusted advisor — an extension of our customers’ teams. We’re transparent and consistent. And we understand that it’s more than just knowing their business. It’s about developing true connections, so when they need a solution to a problem, they call us first.

Our people are at the heart of our success

We’re where we are today, on the cusp of our 100th anniversary, for one reason: our people. They’re at the very heart of our success and what makes us an industry leader. We’re building a workplace that embraces all cultures, languages, perspectives and experiences — so we can provide the best atmosphere for our employees and the best service to our customers.

We’re Values Driven



*CREATIVITY* We create solutions.	*INTEGRITY* We do the right thing.	*COLLABORATION* We work together.


*GROWTH* We grow our people and our business.	*EXCELLENCE* We exceed expectations.	*WELLNESS* We embrace total health.

Every day, we work toward our mission: to connect and positively impact the world through solving logistics challenges.

Welcome to ArcBest.

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TABLE OF CONTENTS

VOLUNTARY ELECTRONIC DELIVERY OF PROXY MATERIALS

LETTER TO OUR STOCKHOLDERS FROM ARCBEST CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER

ARCBEST CORPORATE CITIZENSHIP 2021 HIGHLIGHTS

ENVIRONMENTAL SUSTAINABILITY

COMMUNITY

DIVERSITY, EQUITY, AND INCLUSION

TRAINING AND EDUCATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROXY SUMMARY

KEY COMPENSATION GOVERNANCE POLICIES

PROPOSAL I. ELECTION OF DIRECTORS

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES.

DIRECTOR NOMINEES

BOARD SKILLS PROFILE

BOARD DIVERSITY MATRIX

GOVERNANCE OF THE COMPANY

BOARD LEADERSHIP STRUCTURE

DIRECTOR INDEPENDENCE

HOW DIRECTORS ARE SELECTED

BOARD’S ROLE IN RISK OVERSIGHT

COMMITTEES OF THE BOARD

ATTENDANCE AT MEETINGS

OTHER BOARD POLICIES

CODE OF CONDUCT AND CORPORATE GOVERNANCE GUIDELINES

RELATED PARTY TRANSACTIONS

CERTAIN TRANSACTIONS AND RELATIONSHIPS

DIRECTOR COMPENSATION

CASH COMPENSATION

EQUITY-BASED AWARDS

MISCELLANEOUS COMPENSATION ITEMS

STOCK OWNERSHIP POLICY FOR NON-EMPLOYEE DIRECTORS

2021 DIRECTOR COMPENSATION TABLE

EXECUTIVE OFFICERS OF THE COMPANY

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

COMPENSATION COMMITTEE REPORT

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

SUMMARY COMPENSATION TABLE

2021 GRANTS OF PLAN-BASED AWARDS

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

OUTSTANDING EQUITY AWARDS AT 2021 YEAR-END

2021 OPTION EXERCISES AND STOCK VESTED

2021 EQUITY COMPENSATION PLAN INFORMATION

2021 PENSION BENEFITS

2021 NON-QUALIFIED DEFERRED COMPENSATION

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

CEO PAY RATIO

PROPOSAL II. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

REPORT OF THE AUDIT COMMITTEE

PROPOSAL III. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INDEPENDENT AUDITOR’S FEES AND SERVICES

AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP

DELINQUENT SECTION 16(A) REPORTS

INFORMATION ABOUT THE MEETING

STOCKHOLDER COMMUNICATION WITH THE BOARD

PROCEDURE FOR SUBMITTING STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING

HOUSEHOLDING OF PROXY MATERIALS

/ 2022 PROXY STATEMENT

arcb.com/investor-relations

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ArcBest encourages stockholders to voluntarily elect to receive all proxy materials electronically. The benefits of e-delivery are:				Our Commitment to the Environment

■ you receive immediate and convenient access to the materials	■ you can help reduce our impact on the environment	■ you can help us to reduce our printing and mailing costs	ArcBest^®is committed to positively impacting the world by addressing environmental issues and finding solutions that make it a better place to live. We actively explore and implement green initiatives that improve energy efficiency and reduce harmful emissions. From building an eco-friendly corporate headquarters, to governing tractor speed and embracing aerodynamic truck designs, we’re focused on creating a culture of environmental awareness.

Opt-in for e-Delivery

ArcBest will donate $1.00 to United Way of Fort Smith Area on behalf of every stockholder who elects e-delivery of proxy materials.

United Way of Fort Smith Area has provided change in our area since 1928 by mobilizing our community in ways that no single agency, individual, or government can to enhance the ability of people to care for one another. ArcBest has served as a Pacesetter Company for the United Way of Fort Smith Area for more than 20 years, contributing to those in need and investing in programs that provide education, childcare, shelter and food in the communities where we live and work.

By enrolling for e-delivery of proxy materials, you can join our efforts in support of United Way while also helping us continue making progress toward a healthier environment.

Stockholders of Record

Enroll at
www.proxyconsent.com/arcb
or scan the QR code

Beneficial Owners

Enroll at

www.icsdelivery.com, scan the QR code, or contact your bank or broker

/ 2022 PROXY STATEMENT 4

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Judy R. McReynolds

ArcBest Chairman, President & Chief Executive Officer

March 18, 2022

“Our people are truly at the heart of our success, and I’m very proud to be part of ArcBest.”

$4.0B

TOTAL REVENUE IN 2021,

AN INCREASE OF 35% VS 2020

+196.7%

INCREASE IN EARNINGS PER

DILUTED SHARE VS 2020

Dear ArcBest Stockholders,

I am pleased to invite you to attend the ArcBest Corporation Annual Meeting on Wednesday, April 27, 2022 at 8:00 a.m. CDT. The Annual Meeting will be held both in-person at our corporate headquarters, 8401 McClure Drive, Fort Smith, Arkansas 72916, and virtually at www.proxydocs.com/arcb. As we approach the meeting in April, I would like to acknowledge progress toward our growth strategy in 2021 and provide you with a foundation for where our business is today.

In 2021, ArcBest achieved many financial milestones, including the highest quarterly and annual revenue and operating income in our company’s history and a record stock price. Despite supply chain challenges across the world, market demand reached all-time highs. While this demand environment certainly helped our business, we credit these accomplishments to our team’s unwavering commitment to ArcBest’s strategic vision. This commitment, combined with years of hard work, set us up for success in 2021 and gives me great confidence in the future as we continue to expand our position as an integrated logistics leader.

Looking ahead, we know we have the right people, resources and technology in place to continue leading the industry and moving the global supply chain forward. To do this successfully, we view our business through our customers’ eyes, develop deep, trusted relationships and create customized solutions that meet their needs. This mindset sets us apart and is why nearly 80 percent of current business volumes are with customers who have done business with us for more than 10 years.

Our commitment to customers runs deep — to stay ahead, we’re always looking for ways to better serve them. In fact, ArcBest is now a top 15 truckload broker in the U.S. due to our November 2021 acquisition of MoLo Solutions, one of the fastest-growing truckload brokerages in America. Through this acquisition, we increased the scale of our truckload service and created a more balanced mix of asset-based and asset-light revenue.

As part of our growth strategy, our team also continues to focus on our efforts in the Environmental, Social and Governance (ESG) front, all guided by our mission of connecting and positively impacting the world through solving logistics challenges. While there is still much work to be done, we remain committed to doing things better every day as we improve the sustainability of our operations, build a better place to work for our more than 14,000 employees and give back to the communities where we live and do business.

I also want to take the time to give credit where credit is due. We would not be where we are today without our talented employees and the committed leadership team alongside me — this team is truly the heart of our success and helps drive our strategy forward every day.

At the Annual Meeting, shareholders will have an opportunity to ask questions about important topics related to ArcBest’s business and activities and receive further updates on the company’s initiatives and performance. At this year’s meeting, you also will be asked to vote on three proposals listed in the enclosed Notice of Annual Meeting: the election of nine nominees to serve on our Board of Directors for a one-year team, the advisory vote to approve executive compensation, and the ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2022. Please take time to review the information on each of the proposals contained within the Proxy Statement. The Board of Directors recommends that you vote FOR each of the proposals. The Notice and Proxy Statement will also provide information about how you can vote your shares if you are joining remotely.

On behalf of our Board of Directors and our team members, I appreciate your ongoing support and look forward to another strong year ahead.

Very truly yours,

/ 2022 PROXY STATEMENT 5

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At ArcBest, we understand that our ongoing environmental, social and governance (ESG) efforts benefit all stakeholders. In 2021, we reaffirmed and advanced our commitment to sustainability in our industry, philanthropy and volunteerism in our communities, inclusion and belonging in our workplace, and learning resources for our workforce.

We’re proud to have earned Bronze medal status for our 2021 sustainability rating from EcoVadis, a sustainability intelligence provider that rates more than 85,000 companies worldwide. Covering criteria across four themes (Environment, Labor & Human Rights, Ethics and Sustainable Procurement), Bronze status recognizes companies performing in the top 50% of all companies rated.

As a 2021 recipient of the EPA’s SmartWay Excellence Award and 5-time winner overall, we make it a priority to minimize fuel consumption and regularly replace older equipment with newer, cleaner models to reduce emissions. ABF Freight has voluntarily governed maximum truck speeds to conserve fuel since 1976, currently limiting speeds to 66 mph. Our truck engines are equipped with automatic shut offs that reduce idle time, and we’re piloting yard tractors, forklifts and Class 6 trucks powered by electric batteries to further reduce emissions.

We continue efforts to operate more efficiently through our Facility Enhancement and Growth plan, designed to help standardize sustainability updates across our locations. We’re actively upgrading to LED lighting systems, pursuing the addition of solar panels, and upgrading to low-flow fixtures as part of builds and remodels.

We’re also working hard to better understand our overall carbon footprint, establishing an environmental task force in 2021 with the goal of recording, analyzing and disclosing greenhouse gas (GHG) emissions data in 2022.

These efforts demonstrate how ArcBest is moving forward in our commitment to making the world a better, safer place to live. We understand the impact our company has on the environment, and we continue to seek more sustainable approaches across our facilities, equipment and transportation solutions.



5X WINNER OF THE SMARTWAY EXCELLENCE AWARD	ESTABLISHED ENVIRONMENTAL TASK FORCE FOCUSED ON GHG EMISSIONS

We continue our commitment to support the communities where we have a presence. In 2021, we donated $2.4 million to 135 different charitable organizations and educational institutions, including a $1 million donation to the Peak Innovation Center in Fort Smith, Arkansas. Alongside these donations, employees have also volunteered their time to numerous causes. Even during an ongoing pandemic, employees rallied together to launch a “Girls Who Code” club at a local high school, to exchange pen pal letters with nearly 60 elementary students, and to participate in the United Way of Fort Smith Day of Caring.

Through our partnership with Polaris, over 500 employees completed online training to learn about the myths, facts, and statistics related to human trafficking and the use of social media.

We believe that returning service members deserve support and opportunity when transitioning to civilian life. Over 1,100 active employees are veterans or active service members. Since 2016, we have also partnered with Project Hero – a national organization dedicated to the rehabilitation of injured veterans and first responders – and are proud to donate our supply chain solutions to their cause.



$2.4M DONATED TO COMMUNITIES AND SCHOOLS	EMPLOYER OF 1,100+ VETERANS AND ACTIVE SERVICE MEMBERS

/ 2022 PROXY STATEMENT 6

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In 2021, listening to our people and their feedback, our diversity, equity and inclusion (DEI) journey was a top priority. We hosted 10 diversity, equity, and inclusion focus groups with employees around the country. We also rolled out foundational DEI training to all people leaders on the importance and impact of an inclusive culture. Over 85% of our management employees have completed the DEI training.

At the end of the year, we unveiled our three-year DEI strategic roadmap. This roadmap will guide our inclusion initiatives by ensuring we live true to our values and embrace and encourage diverse experiences and perspectives.

We are intentional in our efforts to attract, hire, and retain diverse and underrepresented talent. Our 2021 new hires represented a variety of backgrounds and experiences, with 55% of them being diverse as categorized by gender, race, ethnicity, or military status. Additionally, new hires are required to complete anti-harassment training.

Since 2015, we have focused our efforts on supporting and hiring veterans, as well as expanding our military partnerships. Last year, our partnerships with the Teamsters Military Assistance Program (TMAP) and our own ABF Military Partnerships for Supervisor (AMPS) program resulted in 268 veteran new hires.



10 DEI FOCUS GROUPS HOSTED ACROSS THE ORGANIZATION	55% OF NEW HIRE GENDER, RACE, ETHNICITY, AND MILITARY DIVERSITY ACHIEVED

We strive to ensure our employees have the tools necessary to succeed and grow in their roles. In order to facilitate this development, employees have access to thousands of online modules, as well as instructor-led sessions. In 2021, 4,800 employees completed over 66,000 hours of training across the organization. ArcBest was also recognized as a 2021 Training Top 100 winner by Training magazine, marking our 12th year on the magazine’s list of top companies for employer-sponsored workforce training and development.

The ArcBest Educational Assistance Program assists full-time employees in their efforts to improve job skills by reimbursing a percentage of the cost for educational courses. In 2021, over $153,000 was reimbursed to employees pursuing graduate certificates and master’s degrees.

Not only do we want our employees to develop in their roles, we also want to ensure everyone has a positive workplace experience at ArcBest and feels comfortable providing feedback. In our annual employee engagement survey for 2021, we achieved an 85% participation rate and an overall favorability score of 80% for non-contractual employees.

66K+ HOURS OF TRAINING
PROVIDED ACROSS THE ORGANIZATION

2021 TRAINING TOP 100, OUR 12TH YEAR

ON TRAINING MAGAZINE’S TOP RANKING LIST

/ 2022 PROXY STATEMENT 7

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APRIL 27, 2022
8:00 a.m. Central Daylight Time

In-Person and Virtual Meeting
Register to attend virtually at
www.proxydocs.com/arcb

TO THE STOCKHOLDERS OF ARCBEST CORPORATION:

You are cordially invited to attend the Annual Meeting of Stockholders of ArcBest Corporation (“ArcBest” or the “Company”) on April 27, 2022 at 8:00 a.m. (CDT). You may attend in person at the principal offices of the Company located at 8401 McClure Drive, Fort Smith, Arkansas 72916 or virtually via the internet at www.proxydocs.com/arcb.

The annual meeting is being convened for the following purposes:

To elect nine directors for a one-year term to expire at the 2023 Annual Meeting of Stockholders;

II.

To conduct an advisory vote to approve executive compensation;

III.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022; and

IV.

To act upon such other matters as may properly be brought before the meeting affecting the business and affairs of the Company.

By Order of the Board of Directors, March 18, 2022.

Michael Johns

Vice President—General Counsel and Corporate Secretary

RECORD DATE; PROXIES

Only stockholders of record at the close of business February 28, 2022, are entitled to notice of and to vote at the meeting or any adjournment(s) or postponement(s) thereof. Even if you plan to attend the meeting, please follow the instructions to vote by Internet or by telephone, or complete, sign, date and return your proxy card if you received one, as promptly as possible. It is important that your shares be represented at the meeting. For more information about how to attend the annual meeting, see “Information About the Meeting” on page 66 of this Proxy Statement. If you hold your shares in “street name” through a brokerage firm or bank, then your brokerage firm or bank is responsible for voting on your behalf based on your instructions. The Board of Directors urges you to contact the person responsible for your account today and instruct them to execute a proxy considering the recommendations of the Board, which are described in this Proxy Statement. If you hold your shares in street name and you wish to personally vote at the meeting, you must obtain a legal proxy issued in your name from the broker, bank or other nominee that holds your shares. For more information on how to vote, see “Information About the Meeting.”

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on April 27, 2022: The Proxy Statement and 2021 Annual Report are available at www.proxydocs.com/arcb.

8401 MCCLURE DRIVE / P.O. BOX 10048 / FORT SMITH, ARKANSAS 72917-0048 / 479-785-6000

HOW TO VOTE

Please refer to the following proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

BY INTERNET

www.proxydocs.com/arcb

BY PHONE

1-866-883-3382

(automated line)

BY MAIL

If you received paper copies of your proxy materials, sign, date and return the proxy card in the postage-paid envelope provided

VIRTUALLY OR IN PERSON

You can attend the Annual Meeting either in person or virtually (advance registration required) and vote, even if you gave a proxy in advance

/ 2022 PROXY STATEMENT 8

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THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION FROM THIS PROXY STATEMENT AND DOES NOT CONTAIN ALL THE INFORMATION THAT YOU SHOULD CONSIDER. YOU SHOULD READ THE ENTIRE PROXY STATEMENT BEFORE VOTING YOUR SHARES. FOR MORE COMPLETE INFORMATION REGARDING ARCBEST’S 2021 PERFORMANCE, PLEASE REVIEW OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2021.

Annual Meeting Information

WHEN

WHERE

RECORD DATE

Wednesday,
April 27, 2022,
at 8:00 a.m. (CDT)

At the principal offices of the
Company located at
8401 McClure Drive,
Fort Smith, Arkansas 72916

and virtually via the internet at www.proxydocs.com/arcb

February 28, 2022

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 Voting Recommendation	Vote Required to Pass	Where to Find More Information
Elect nine directors for a one-year term	FOR all nominees	A nominee is elected by a plurality 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 59
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022	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 62

What’s New?

◼

As part of our efforts to improve our environmental impact, we encourage stockholders to voluntarily elect to receive all proxy materials electronically. As a “Thank you”, we will donate $1.00 to United Way on behalf of every stockholder who makes this election. See page 4 for easy instructions on how to opt in.

◼

In September 2021, we published our second Environmental, Social and Governance (ESG) Report for the calendar year 2020, highlighting our ESG initiatives and our efforts toward making the world a better, safer place to live. Visit our website at arcb.com/ESG to view the report.⁽¹⁾

◼

In December 2021, we published our Diversity, Equity & Inclusion (DEI) Strategic Roadmap, focusing on four main areas: workforce, workplace, marketplace and community. Visit arcb.com/DEI to learn more about our commitment to diversity.

(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.

/ 2022 PROXY STATEMENT 9

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Director Nominees

Name	Occupation	Age	Director Since	Independent	Other Public Directorships	Committees
Name	Occupation	Age	Director Since	Independent	Other Public Directorships	Audit	Compensation	Nominating/Corporate Governance
Eduardo F. Conrado	Executive Vice President and Chief Strategy and Innovations Officer for Ascension	55	2016
Fredrik J. Eliasson	Executive Vice President and Chief Financial Officer for Change Healthcare Inc.	51	2019
Stephen E. Gorman Lead Independent Director	Retired Chief Executive Officer for Air Methods Corporation	66	2015		1
Michael P. Hogan	Chief Growth and Strategy Officer for Forme Financial	62	2016
Kathleen D. McElligott	Retired Executive Vice President, Chief Information Officer and Chief Technology Officer for McKesson Corporation	66	2015
Judy R. McReynolds Chair	President and Chief Executive Officer for ArcBest	59	2010		1
Craig E. Philip	Professor, Vanderbilt University	68	2011
Steven L. Spinner	Retired Chair, President and Chief Executive Officer for United Natural Foods, Inc.	62	2011
Janice E. Stipp	Retired Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation	62	2012		2

Member

Chair

Audit Committee Financial Expert

/ 2022 PROXY STATEMENT 10

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Our nine nominees represent a diverse range of skills:

2021 Performance

Despite continued challenges faced across the world in 2021, we saw market demand reach all-time highs. While this certainly helped our business, our achievements can be credited to our team’s unwavering commitment to the strategic vision of our company and the years of hard work we have put in to set us up for success – even in the midst of a global pandemic. We achieved record revenue, operating income, net income, earnings per share and our highest stock price ever. We still have so much opportunity ahead and no plans to slow down.

$281.0M

182%

OPERATING INCOME,

AN INCREASE OF 185.9% VS. 2020

TOTAL SHAREHOLDER RETURN IN

2021 VS. 15% FOR RUSSELL 2000

Compensation Highlights

Our executive compensation program strikes a balance between fixed and variable elements. As shown below, 77% of compensation for our CEO, and 68% of compensation (on average) for our other Named Executive Officers, was at risk in 2021.

/ 2022 PROXY STATEMENT 11

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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.
	We use three-year cliff vesting for our restricted stock units to encourage retention and a long-term perspective.		NO single-trigger payments upon a change in control.
	Named Executive Officers and Directors are subject to significant stock ownership requirements.		NO excessive perquisites.
	We have a robust clawback policy.		NO hedging or pledging of Company stock.
	We conduct annual risk assessments of our compensation plans.		NO employment agreements with our Named Executive Officers.
	We have an independent Compensation Committee.		NO re-pricing of stock options without shareholder approval.
	The Compensation Committee has an independent compensation consultant.		NO guaranteed bonuses.
	We benchmark our compensation practices to peers with which we compete for talent.

/ 2022 PROXY STATEMENT 12

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All of the nominees are currently serving as directors of the Company. If elected, each nominee will serve until ArcBest’s Annual Meeting of Stockholders in 2023 or until the individual’s earlier death, resignation or removal from office.

Each nominee has indicated a willingness to serve as a member of the Board, if elected. If, for any reason, a nominee becomes unable to serve or will not serve, either the number of the Company’s directors will be reduced or the Board will designate a substitute nominee.

The Company’s bylaws provide that directors are elected by a plurality of the votes cast by stockholders, in person or by proxy, at a meeting at which a quorum is present. The Company’s bylaws also require that any director in an uncontested election who does not receive the affirmative vote of a majority of the votes cast must promptly tender a resignation to the Board. The Nominating/Corporate Governance Committee will consider any resignation tendered under this policy and recommend to the Board whether to accept or reject it, and the Board will act on such resignation, taking into account such recommendation, within 90 days following the certification of the election results.

The Nominating/Corporate Governance Committee in making its recommendation, and the Board in making its decision, may consider any information it deems appropriate, including any reasons given by stockholders for their WITHHOLD votes, the qualifications of the director, and the director’s contributions to the Board and the Company. The Board will promptly disclose its decision to accept or reject the resignation and, if rejected, the reasons for doing so. If a director’s resignation is not accepted by the Board, then such director will continue to serve. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any remaining vacancy or decrease the size of the Board.

Unless otherwise instructed or unless authority to vote is withheld, your proxy will be voted for the election of each of the nominees.

A biography of each Director nominee, current as of February 28, 2022, appears below. There are no family relationships among any of the nominees and executive officers of the Company or its subsidiaries.

EDUARDO F. CONRADO
Age 55 Director since: 2016 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance (Chair)	Key experience
	■ Brand marketing ■ Corporate strategy and strategic development ■ Digital transformation ■ New business development	■ Digital and data strategy ■ Product innovation ■ Operations
	Other directorships
	■ Previously served as a director on the not-for-profit boards of Ascension, Chicago Red Cross, and The Chicago Field Museum
	Mr. Conrado is Executive Vice President and Chief Strategy and Innovations Officer for Ascension, the nation’s largest non-profit health system. He joined Ascension in September 2018 as Executive Vice President and Chief Digital Officer. Before that, Mr. Conrado had a 25-year career at Motorola Solutions, Inc., a global provider of communication infrastructure, devices, accessories, software and services, serving in numerous senior executive positions, culminating in his role as Executive Vice President and Chief Strategy & Innovation Officer from August 2015 until December 2017. Mr. Conrado’s previous roles at Motorola Solutions included Senior Vice President and Chief Innovation Officer, Senior Vice President – Marketing & IT, Senior Vice President and Chief Marketing Officer, and Senior Vice President and Chief Marketing Officer for Global Business & Technology Marketing. He also worked in various marketing, distribution and network capacities for Motorola Solutions.

/ 2022 PROXY STATEMENT 13

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FREDRIK J. ELIASSON
Age 51 Director since: 2019 INDEPENDENT Committees: ■ Audit	Key experience
	■ Financial and capital markets ■ Transportation and logistics ■ Sales and marketing ■ Operations	■ Mergers and acquisitions ■ Innovation and emerging technologies ■ Cost-structure transformation and revenue optimization
	Other directorships
	■ GenapSys Inc. (Audit Committee chair) ■ Previously served on the Jacksonville (Florida) Chamber Board of Directors and as chair of the business recruiting portion of the chamber, JAXUSA Partnership	■ Previously served on the Audit Committee of United Way Jacksonville ■ Previously served as Executive Member and Finance Committee chair for the Jacksonville Zoo Board of Directors
	Mr. Eliasson is Executive Vice President and Chief Financial Officer for Change Healthcare Inc., one of the largest independent healthcare IT companies in the United States. He joined Change Healthcare in 2018 after a 22-year career at CSX Corporation, where he served in various executive leadership capacities, including President in 2017, Executive Vice President and Chief Sales and Marketing Officer from 2015 to 2017, and Executive Vice President and Chief Financial Officer from 2012 to 2015.

STEPHEN E. GORMAN
Age 66 Director since: 2015 Lead Independent Director since: 2022 Committees: ■ Compensation ■ Nominating/ Corporate Governance	Key experience
	■ Strategy ■ Operations ■ Transportation industry leadership	■ Marketing ■ Finance ■ ESG oversight
	Other directorships
	■ Peabody Energy Corporation (since 2017) (Compensation Committee) ■ ASP AMC Holdings, Inc., and ASP MSG Holdings, LLC (both private equity firms)	■ Previously served on the board of Grupo Aeromexico S.A.B. de C.V. (2014 to 2017) ■ Previously served on the boards of Greyhound Lines, Inc.; Rohn Industries, Inc.; Timco Aviation Services, Inc.; and Pinnacle Airlines Corporation (Chairman of the Board).
	Mr. Gorman previously served as Chief Executive Officer for privately held Air Methods Corporation, the leading domestic provider in the air medical market, from August 2018 until his retirement in January 2020. He joined Air Methods in 2018 after retiring as Chief Executive Officer for Borden Dairy Co., a fresh milk and value-added dairy, in July 2017. Prior to his time at Borden Dairy, Mr. Gorman served as Executive Vice President and Chief Operating Officer for Delta Air Lines, Inc. for over six years until March 2014; Chief Executive Officer and President for Greyhound Lines, Inc.; and President of the North America Division and Executive Vice President – Operations Support for Krispy Kreme Doughnuts, Inc. Other prior positions include Executive Vice President – Flight Operations & Technical Operations for Northwest Airlines Corp., and Vice President – Operations for Aviall, Inc.

MICHAEL P. HOGAN
Age 62 Director since: 2016 INDEPENDENT Committees: ■ Audit	Key experience
	■ Corporate strategy ■ IT ■ Marketing and sales ■ Ecommerce	■ Multi-channel and digital business ■ Corporate governance ■ Digital products and mobile and consumer electronics products
	Other directorships
	■ Feed the Children, a non-profit organization (Chairman of the Board)
	Mr. Hogan is the Chief Growth and Strategy Officer for Forme Financial, the first financial advisory firm created specifically to serve physicians. He previously retired as President of Tax Smart Innovation for Blucora, Inc., a provider of technology-enabled financial solutions, in June 2020. Prior to joining Blucora in October 2018, Mr. Hogan served as Executive Vice President – Strategic Business & Brand Development for GameStop Corporation from 2012 until February 2018. From 2008 until 2012, he served as Senior Vice President and Chief Marketing Officer for GameStop. Prior to 2008, Mr. Hogan served as a principal with Strategic Frameworking, a strategic consulting firm; Senior Vice President – Marketing for Dean Foods Company; and Vice President – International Marketing for Frito-Lay, Inc.

/ 2022 PROXY STATEMENT 14

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KATHLEEN D. MCELLIGOTT
Age 66 Director since: 2015 INDEPENDENT Committees: ■ Compensation (Chair) ■ Nominating/ Corporate Governance	Key experience
	■ Manufacturing ■ Supply chain and distribution ■ Acquisitions and divestitures ■ Big data, cloud computing, cybersecurity and technology strategy	■ Technology ■ Transportation ■ Enterprise logistics ■ Strategic planning
	Other directorships
	■ Previously served on the board of Forescout Technologies, Inc. (May 2019 to Aug. 2020)	■ Previously served as board president of Connections to Success, a St. Louis-based non-profit organization
	Ms. McElligott retired in February 2020 as Executive Vice President, Chief Information Officer and Chief Technology Officer for McKesson Corporation, a healthcare services and information technology company. She joined McKesson in July 2015, after serving as Chief Information Officer and Vice President – Information Technology for Emerson Electric Co. from February 2010 to July 2015, and Group Chief Information Officer, Industrial Automation and Vice President for Emerson Power Transmission for over nine years before that. Prior to joining Emerson, Ms. McElligott spent 22 years with General Electric Company in multiple information systems leadership and managerial roles.

JUDY R. MCREYNOLDS
Age 59 Director since: 2010 Chairman of the Board since: 2016 Committees: ■ None	Key experience
	■ Significant industry-specific experience ■ Expertise with respect to both ArcBest and its transportation and logistics subsidiaries resulting from a 25-year tenure with the Company ■ Operations ■ Finance ■ Customer experience	■ Strategic planning ■ Logistics ■ Less-than-truckload and truckload transportation ■ Talent management, labor and pension ■ Investment and corporate banking, financial analysis, capital structures and shareholder value ■ ESG oversight
	Other directorships
	■ OGE Energy (since 2011) (Compensation Committee; Lead Director since Dec. 2020) (Compensation Committee chair, Nominating and Governance Committee, 2011 to Dec. 2020) ■ American Transportation Research Institute board (chair)	■ American Trucking Associations (member of the Executive Committee) ■ Previously served on the Transportation Industry Council of the Federal Reserve Bank of St. Louis
	Ms. McReynolds has served as ArcBest President and Chief Executive Officer since January 2010 and Chairman of the Board since April 2016. Since joining the Company in 1997, she has served as Senior Vice President, Chief Financial Officer and Treasurer; Vice President – Controller; Controller; and Director of Corporate Accounting. Ms. McReynolds is a Certified Public Accountant.

DR. CRAIG E. PHILIP
Age 68 Director since: 2011 INDEPENDENT Committees: ■ Compensation ■ Nominating/ Corporate Governance	Key experience
	■ 40-year career in the marine, rail and intermodal industries ■ Leadership experience in various modes of freight transportation	■ Industrial marketing ■ Strategic planning
	Other directorships
	■ Marine Board of the Transportation Research Board, a unit of the National Academies of Sciences, Engineering and Medicine (Vice Chairman)	■ Transportation Research Board (Executive Committee)
	Dr. Philip joined the faculty of Vanderbilt University, a private research university, in 2015, as Research Professor in Civil and Environmental Engineering and Director of Vanderbilt Center for Transportation and Operational Resiliency (VECTOR). Dr. Philip retired as Chief Executive Officer for Ingram Barge Company, a barge company and quality marine transporter of dry cargo and one of the top chemical carriers on the river, in 2014. He was President for Ingram Barge from 1994 until 1999, when he was named Chief Executive Officer. Dr. Philip began his transportation career with Conrail in 1980, worked for Ingram Barge for five years, and briefly served as Vice President of the Intermodal Division of Southern Pacific Railroad before returning to Ingram Barge in 1991. He has also held adjunct faculty positions at Princeton University and Vanderbilt University. In 2014, Dr. Philip was elected to membership in the National Academy of Engineering.

/ 2022 PROXY STATEMENT 15

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STEVEN L. SPINNER
Age 62 Director since: 2011 INDEPENDENT Committees: ■ Audit	Key experience
	■ Senior-level executive management of a public company ■ Logistics ■ Network business	■ Wholesale food distribution business ■ Operations
	Other directorships
	■ MidOcean Partners (private equity firm) (Private Equity Executive Board) ■ Vidafuel (Board member)	■ Previously served on the Board of Directors of United Natural Foods, Inc. (Chairman of the Board)
	Mr. Spinner served as President and Chief Executive Officer and Chairman of the Board for United Natural Foods, Inc., an independent national distributor of natural, organic and specialty foods and related products, from September 2008 to August 2021 when he retired. Prior to joining United Natural Foods in 2008, he was a Director and Chief Executive Officer for Performance Food Group Company (“PFGC”) from October 2006 to May 2008 and PFGC’s President and Chief Executive Officer for three years before that. He was Senior Vice President and Chief Executive Officer for PFGC’s Broadline Division from February 2002 to May 2005, and Division President for Broadline from August 2001 to February 2002.

JANICE E. STIPP
Age 62 Director since: 2012 INDEPENDENT Committees: ■ Audit (Chair)	Key experience
	■ Financial and accounting experience with a variety of industrial companies, both public and private ■ Financial controls, auditing, financial management and accounting, acquisitions and treasury	■ Corporate restructuring ■ Senior-level executive management
	Other directorships
	■ Rotork, plc (since 2020) (Nomination and Remuneration Committees; Audit Committee chair) ■ Previously served on the Board of Directors of Commercial Vehicle Group, Inc. (Audit Committee; Nominating and Governance Committee chair)	■ Sappi Limited (since 2019) (Audit Committee) ■ Previously served on the Board of Directors of Ply Gem Holdings, Inc.
	Ms. Stipp retired in 2018 from her role as Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation, a global leader in engineered materials solutions. Prior to joining Rogers Corporation in November 2015, Ms. Stipp was Executive Vice President, Chief Financial Officer and Treasurer for Tecumseh Products Company. She has also previously served as the Chief Financial Officer for Revstone Industries LLC; Acument Global Technologies, Inc.; and GDX Automotive. Ms. Stipp began her career in 1981 with Lear Siegler Incorporated, working in corporate audit. From 1984 to 1999, she worked for General Motors Corp. in a variety of financial roles. She is a Certified Public Accountant and a Chartered Global Management Accountant.

/ 2022 PROXY STATEMENT 16

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We believe the Board’s membership should represent a diversity of backgrounds, experiences and skills. To that end, the Nominating/Corporate Governance Committee has established a matrix, outlining the skills and experiences they believe are most relevant for the Company. This matrix is periodically reviewed by the Nominating/Corporate Governance Committee and updated as necessary.

Expertise/Qualification	Conrado	Eliasson	Gorman	Hogan	McElligott	McReynolds	Philip	Spinner	Stipp
Acquisitions	●	●	●	●	●	●	●	●	●
Audit		●		●	●	●		●	●
Corporate Governance	●	●	●	●	●	●	●	●	●
Current CEO/CFO		●				●
Entrepreneurial Experience		●		●					●
Environmental, Social & Governance			●			●		●
Executive Compensation	●		●		●	●	●	●
HR/Labor		●	●			●		●	●
Technology	●	●		●	●	●		●
International	●		●	●	●		●		●
Investment Banking/Finance/Private Equity		●				●		●	●
Legal/Regulatory/Gov’t Relations		●	●			●	●	●
Transportation/Logistics		●	●		●	●	●	●
Marketing	●	●		●			●
Other Public Company Board/Management	●	●	●	●	●	●		●	●
Other Transportation Related Board/ Management		●	●		●	●	●
Risk Management		●	●

Environmental Impact Statement

The adoption of electronic delivery of proxy materials by ArcBest stockholders to date has resulted in the elimination of 4,091 sets of proxy materials and reduced the impact on the environment by the following estimates:

Using 8.1 fewer tons of wood, or the equivalent of 48 trees

Saving 43,830 gallons of water, or the equivalent of the amount of water used by 31 clothes washers operated for one year

Using 52.1 million fewer BTUs, or the equivalent of the amount of energy used by 62 refrigerators for one year

Eliminating 2,413 pounds of solid waste

Using 36,860 fewer pounds of GHG, including CO2, or the emissions of 3.3 automobiles running for one year

Reducing particulate matter impact by the equivalent of that caused by 24.2 gasoline-powered passenger cars for one year

Environmental impact estimates were made using the Environmental Paper Network Paper Calculator Version 4.0. For more information visit www.papercalculator.org.

SEC Form DEF 14A filed by ArcBest Corporation