* FRONT COVER
* TABLE OF CONTENTS
* LETTER TO OUR STOCKHOLDERS FROM ARCBEST
CHAIRMAN, PRESIDENT & CHIEF
EXECUTIVE OFFICER
* ARCBEST CORPORATE CITIZENSHIP 2022 HIGHLIGHTS
+ ENVIRONMENTAL SUSTAINABILITY
+ PHILANTHROPY
+ DIVERSITY, EQUITY, AND INCLUSION (DEI)
+ TRAINING AND EMPLOYEE DEVELOPMENT
* NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
* PROXY SUMMARY
* PROPOSAL I. ELECTION OF DIRECTORS
+ 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
+ CEO AND EXECUTIVE LEADERSHIP
SUCCESSION PROCESS
+ COMMITTEES OF THE BOARD
+ ATTENDANCE AT MEETINGS
+ OTHER BOARD POLICIES
+ CODE OF CONDUCT AND CORPORATE
GOVERNANCE GUIDELINES
+ CERTAIN TRANSACTIONS AND RELATIONSHIPS
* DIRECTOR COMPENSATION
+ CASH COMPENSATION
+ EQUITY-BASED AWARDS
+ MISCELLANEOUS COMPENSATION ITEMS
+ STOCK OWNERSHIP POLICY FOR
NON-EMPLOYEE DIRECTORS
+ 2022 DIRECTOR COMPENSATION TABLE
* EXECUTIVE OFFICERS OF THE COMPANY
* EXECUTIVE COMPENSATION
+ COMPENSATION DISCUSSION & ANALYSIS
- Executive Summary
- Overview of our Compensation Program
- Key Compensation Governance Policies
- Compensation Philosophy and Objectives
- 2022 At Risk vs. Fixed Compensation
- Response to 2022 Say on Pay Vote
- Roles and Responsibilities in Determining
Executive Compensation
- Determining Appropriate Pay Levels
- Components of Compensation
- Compensation Risk Assessment
- Other Compensation Policies
- Employment Agreements and Change in Control Provisions
- Tax Considerations
+ COMPENSATION COMMITTEE REPORT
+ COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
+ SUMMARY COMPENSATION TABLE
+ 2022 GRANTS OF PLAN-BASED AWARDS
+ NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION
TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
+ OUTSTANDING EQUITY AWARDS AT 2022 YEAR-END
+ 2022 OPTION EXERCISES AND STOCK VESTED
+ 2022 EQUITY COMPENSATION PLAN INFORMATION
+ 2022 PENSION BENEFITS
+ 2022 NON-QUALIFIED DEFERRED COMPENSATION
+ POTENTIAL PAYMENTS UPON TERMINATION OR
CHANGE INCONTROL
+ CEO PAY RATIO
* PAY VERSUS PERFORMANCE
* PROPOSAL II. ADVISORY VOTE TO APPROVE
EXECUTIVE COMPENSATION
* PROPOSAL III. ADVISORY VOTE ON THE FREQUENCY OF
HOLDING FUTURE ADVISORY VOTES ON
EXECUTIVE COMPENSATION
* REPORT OF THE AUDIT COMMITTEE
* PROPOSAL IV. RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+ INDEPENDENT AUDITOR’S FEES AND SERVICES
* PROPOSAL V. AMENDMENT OF THE COMPANY’S
RESTATED CERTIFICATE OF INCORPORATION TO
UPDATE THE EXCULPATION PROVISION
* PRINCIPAL STOCKHOLDERS AND
MANAGEMEN TOWNERSHIP
+ DELINQUENT SECTION 16(A) REPORTS
* INFORMATION ABOUT THE MEETING
+ INTERNET AVAILABILITY OF PROXY MATERIALS
+ RECORD DATE
+ VOTING
* OTHER MATTERS
+ COST OF SOLICITATION
+ STOCKHOLDER COMMUNICATION WITH THE BOARD
+ ELECTRONIC DELIVERY OF
STOCKHOLDER COMMUNICATIONS
+ PROCEDURE FOR SUBMITTING STOCKHOLDER
PROPOSALS AND NOMINATIONS FOR 2024
ANNUAL MEETING
+ HOUSEHOLDING OF PROXY MATERIALS
* APPENDIX A
+ PROPOSED SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
* BACK COVER