TableUnited States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of Contentsthe Securities

Exchange Act of 1934 (Amendment No. )

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )
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ArcBest Corporation

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ArcBest Corporation
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arcb.com/investor-relations	ArcBest/ 2021 PROXY STATEMENT

Table of ContentsTHIS 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 2020 PERFORMANCE, PLEASE REVIEW OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2020.

Important Notice Regarding the Availability of
Proxy Materials for the Stockholder Meeting

To Be Held on May 1, 2020

The Proxy Statement, proxy card and 2019 Annual Report are available at www.arcb.com.

The 2020 Annual Meeting of Stockholders of ArcBest Corporation (the “Company”) will be held on Friday, May 1, 2020 at 8:00 a.m. (CDT) at the principal offices of the Company located at 8401 McClure Drive, Fort Smith, Arkansas 72916. To obtain directions to attend the Annual Meeting and to vote in person, contact the Company’s Investor Relations Department at toll-free telephone number 800-961-9744, email address invrel@arcb.com or through the Company’s website www.arcb.com.

The matters intended to be acted upon at the Annual Meeting are:Information

I.	Election of nine directors for a one-year term to expire
WHEN	WHERE	RECORD DATE
Thursday, April 29, 2021, at the8:00 a.m. (CDT)	www.proxydocs.com/arcb	March 1, 2021 Annual Meeting of Stockholders;

Eduardo F. Conrado

Fredrik J. Eliasson

Stephen E. Gorman

Michael P. Hogan

Kathleen D. McElligott

Judy R. McReynolds

Craig E. Philip

Steven L. Spinner

Janice E. Stipp

The Board of Directors recommends a vote “FOR” each of the nominees for election to the Board; “FOR” ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020; “FOR” the approval of the compensation of the Company’s Named Executive Officers; and “FOR” the approval of the First Amendment to the Amended and Restated Ownership Incentive Plan.

The following proxy materials are being made available at the website location specified above:

·         The Proxy Statement for the 2020 Annual Meeting of Stockholders;

·         The 2019 Annual Report; and

·         The form of proxy card being distributed to stockholders in connection with the 2020 Annual Meeting of Stockholders.

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On the record date, there were 25,335,697 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote. Cumulative voting is not allowed. The holders in person or by proxy of a majority of the total number of shares of Common Stock shall constitute a quorum for purposes of the 2020 Annual Meeting. If stockholders holding the number of shares of Common Stock necessary for a quorum shall fail to be present in person or by proxy at the time and place fixed for any meeting, the holders of a majority of the shares entitled to vote who are represented in person or by proxy may adjourn the meeting from time to time, until a quorum is present, and at any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. Votes are tabulated by the inspector of elections, Equiniti Trust Company, also known as EQ.

If you hold your shares in “street name,” you will receive instructions from your broker or other nominee describing how to vote your shares. If you do not timely instruct your broker or nominee how to vote your shares, he or she may use discretionary authority to vote your shares on Proposal II (Ratification of Appointment of Independent Registered Public Accounting Firm).

For Proposal I (Election of Directors), Proposal III (Advisory Vote on Executive Compensation), and Proposal IV (Approval of the First Amendment to the Amended and Restated Ownership Incentive Plan) to be voted on at the 2020 Annual Meeting, you must provide timely instructions on how the broker or other nominee should vote your shares. If you do not give timely instructions to the broker or other nominee on how that broker or nominee should vote your shares, a “broker non-vote” results. Although any broker non-vote would be counted as present at the meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to Proposal I, Proposal III, and Proposal IV.

Abstentions occur when stockholders are present at the annual meeting but fail to vote or voluntarily withhold their vote for any of the matters upon which the stockholders are voting.

Unless otherwise instructed or unless authority to vote is withheld, the enclosed proxy card will be voted for the election of each of the director nominees; for the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020; for the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers, (listedwas at risk in “Compensation Discussion & Analysis”); and for the approval2020.

PROPOSAL I.

ELECTION OF DIRECTORS

All of the First Amendment to the Amended and Restated Ownership Incentive Plan.

Proposal I (Election of Directors). The Company’s Fifth Amended and Restated Bylaws (“bylaws”) provide thatnominees are currently serving as 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, while not changing the requirement for a plurality vote in the election of directors, require additionally that any director in an uncontested election who does not receive the affirmative vote of a majority of the votes cast must promptly tender his or her resignation to the Board following certification of the stockholder vote. For this purpose, “majority of the votes cast” means the number of FOR votes equals or exceeds the number of WITHHOLD votes, and “votes cast” include only FOR and WITHHOLD votes. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election. The requirement that a director tender his or her resignation if he or she does not receive a majority of the votes cast does not apply in the case of a contested election where the number of nominees exceeds the number of directors to be elected.

Proposal II (Ratification of Appointment of Independent Registered Public Accounting Firm).  The required vote to approve Proposal II is the affirmative vote by the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote on the matter. An abstention is treated as entitled to vote and, therefore, has the same effect as voting “against” the proposal.

Proposal III (Advisory Vote on Executive Compensation).  The required vote to approve Proposal III is the affirmative vote by the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote on the matter. An abstention is treated as entitled to vote and, therefore, has the same effect as voting “against” such proposal. Broker non-votes are not treated as entitled to vote on this proposal and, therefore, are not counted for purposes of determining whether a majority has been achieved and do not affect the outcome of the vote. Proposal III is a non-binding advisory vote. However, the Board and the Compensation Committee will consider the outcome of the vote when considering future executive compensation decisions.

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Proposal IV (Approval of the First Amendment to the Amended and Restated Ownership Incentive Plan). The required vote to approve Proposal IV is the affirmative vote by the holders of a majority of the total number of shares of Common Stock present in person or by proxy and entitled to vote on the matter. An abstention is treated as entitled to vote and, therefore, has the same effect as voting “against” such proposal. Broker non-votes are not treated as entitled to vote on this proposal and, therefore, are not counted for purposes of determining whether a majority has been achieved and do not affect the outcome of the vote.

The Board of Directors recommends a vote “FOR” Proposal I.

The Board has designated Eduardo F. Conrado, Fredrik J. Eliasson, Stephen E. Gorman, Michael P. Hogan, Kathleen D. McElligott, Judy R. McReynolds, Craig E. Philip, Steven L. Spinner and Janice E. Stipp as nominees for election as Directors of the Company at the 2020 Annual Meeting (each a “Nominee” and “Director”). William M. Legg, a Director of the Company since 2002, will be retiring from the Board at the conclusion of the 2020 Annual Meeting, as he has reached the mandatory retirement age set forth in the Company’s bylaws. In December 2019, in anticipation of Mr. Legg’s retirement, the Board increased the size of the Board to ten members and elected Mr. Eliasson to serve as a director. Upon conclusion of the 2020 Annual Meeting, the Board size will automatically decrease to nine members.

Each Nominee is currently a director of the Company. If elected, each Nomineenominee will serve until the expiration of his or her term at the Company’sArcBest’s Annual Meeting of Stockholders in 2021 (the “2021 Annual Meeting”)2022 or until his or herthe individual’s earlier death, resignation or removal from office.

Each Nomineenominee has indicated his or hera willingness to serve as a member of the Board, if elected. If, for any reason, not presently known, any of Messrs. Conrado, Eliasson, Gorman, Hogan or Spinner, Dr. Philip or Mses. McElligott, McReynolds or Stipp area nominee becomes unable to serve or for good cause will not serve, either the number of the Company’s directors will be reduced or your proxy card may be voted for the election in his or her stead ofBoard will designate a substitute nominee designated by the Board or a committee thereof, unless the proxy withholds authority to vote for the Nominee.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 while not changing the requirement for a plurality vote in the election of directors,also require additionally that any director in an uncontested election who does not receive the affirmative vote of a majority of the votes cast must promptly tender his or hera resignation to the Board following certification of the stockholder vote. For this purpose, “majority of the votes cast” means the number of FOR votes equals or exceeds the number of WITHHOLD votes, and “votes cast” include only FOR and WITHHOLD votes. Abstentions and broker non-votes will not be taken into account in determining the outcome of the election.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 the Nominating/Corporate Governance Committee’ssuch 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 without limitation, any reasons given by stockholders for their WITHHOLD votes, the qualifications of the director, and his or herthe 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 until the next annual meeting for the year in which his or her term expires and until his or her successor is duly elected, or his or her earlier death, resignation or removal.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. The requirement that a director tender his or her resignation if he or she does not receive a majority of the votes cast does not apply in the case of a contested election where the number of nominees exceeds the number of directors to be elected.

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

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

Director Nominees

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TableA biography of Contents

The following information relates to the Nominees named in “Proposal I. Election of Directors.” The information includes the publicly traded company directorships and certain other directorships held by each Nominee for the past five years and the specific experience, qualifications, attributes and skills that each Nominee possesses that led to the conclusion that the person should serve as a director of the Company.January 18, 2021, appears below. There are no family relationships among any of the Nomineesnominees and executive officers of the Company or its subsidiaries.

Nominees for Election at the 2020 Annual Meeting; Term Will Expire at the 2021 Annual Meeting

	EDUARDO F. CONRADO, age 53, has been
Age 54 Director since: 2016 INDEPENDENT Committees: ■Compensation ■Nominating/ Corporate Governance		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 Directordirector on the not-for-profit boards of the Company since November 2016. 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. Prior to this role, he assumed the positionHe joined Ascension in September 2018 as Executive Vice President and Chief Digital Officer for Ascension in September 2018, after retiring as Executive Vice President and Chief Strategy & Innovation Officer forOfficer. Before that, Mr. Conrado had a 25-year career at Motorola Solutions, Inc. (NYSE: MSI) (“Motorola Solutions”); he served in that role from August 2015 until December 2017. Mr. Conrado served in numerous senior executive positions at Motorola Solutions,, a global provider of communication infrastructure, devices, accessories, software and services, over 25 years, includingserving 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, from January 2015 to August 2015; Senior Vice President – Marketing & IT, from January 2013 to January 2015; Senior Vice President and Chief Marketing Officer, from January 2011 to January 2013; and Senior Vice President and Chief Marketing Officer for Global Business & Technology Marketing from September 2010 to January 2011. Prior to 2011, Mr. Conrado served as an officer and managerMarketing. He also worked in various marketing, distribution and network capacities for Motorola Solutions. He previously served as a director on the not-for-profit boards of Ascension, Chicago Red Cross, and The Chicago Field Museum. Mr. Conrado holds a master’s degree in international management from Thunderbird School of Global Management; a master’s degree in international finance from ESADE in Barcelona, Spain; and a bachelor’s degree from Texas Tech University. Key Attributes, Experience and Skills Mr. Conrado’s extensive background in brand marketing, strategic development and digital transformation contributed to Motorola Solutions’ success in global technology and collaborative customer efforts revolving around communication infrastructure, devices, accessories, software and services. In his role at Ascension, Mr. Conrado brings expertise to his areas of responsibility, including corporate strategy, new business development functions, digital and data strategy and integrating the company’s care delivery operations and product innovation capabilities across the enterprise. Mr. Conrado serves as a member of the Company’s Compensation and Nominating/Corporate Governance Committees.

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			FREDRIK J. ELIASSON, age 49, has been a
Age 50 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 ■Previously served on the Jacksonville (Florida) Chamber Board of Directors and as chair of the Company since December 2019. Hebusiness 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. (Nasdaq: CHNG) (“Change Healthcare”), 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, (Nasdaq: CSX), where he served in various executive leadership capacities, including as 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. Mr. Eliasson serves as Executive Chairman of Save Ponte Vedra Beach,

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Table of ContentsAssessment.”

The information used by management and the Company’s Risk Management Committee and provided to the Compensation Committee included a framework of potential risk factors for certain compensation plans and identified how the Company’s existing processes and compensation programs mitigate those risks. Mitigating factors for potential risks identified included:

·a combination of short- and long-term compensation;

·a combination of equity- and cash-based compensation;

·multiple performance metrics;

·relative performance metrics;

·robust financial control policies and audit practices;

·caps for potential amounts earned under annual and long-term incentive plans;

·a robust clawback policy;

·a prohibition against hedging transactions or pledging of shares;

·multi-year vesting periods for equity awards;

·stock ownership requirements for senior officers;

·utilizing an independent compensation consultant to advise the Compensation Committee;

·approval of performance criteria, as well as performance results, by the Compensation Committee that consists of only independent Directors; and

·review of peer groups by an independent compensation consultant and the Compensation Committee.

The most recent risk management evaluation was provided to the Compensation Committee in January 2020. Based on the information provided and the Compensation Committee’s knowledge of the compensation policies and practices of the Company, the Compensation Committee agreed with management’s conclusion that the risks arising from the Company’s compensation plans and practices are not reasonably likely to have a material adverse effect on the Company.

The Nominating/Corporate Governance Committee is responsible for overseeing risks associated with corporate governance and social and environmental issues, and reviews these matters at least once a year.issues. In connection with this responsibility, the Nominating/Corporate Governance Committee annually reviews the Company’s Corporate Governance Guidelines and their implementation, and oversees our Environmental, Social & Governance Committee, which is made up of subject matter experts from across the Company’s Corporate Social Responsibility Committee.Company.

Committees of the Board

The Board has established Audit, Compensation, Nominating/Corporate Governance, and Qualified Legal Compliance Committees to devote attention to specific subjects and to assist in the discharge of its responsibilities. These committees are described below. The currentcharters for all four committees are available on our website, arcb.com, in the “Investors—Governance Charters” section.

Attendance at Meetings

The Board has five regularly scheduled meetings each year to review significant developments affecting the Company and to act on matters requiring Board approval. The Board holds special meetings when action is required between regular meetings. The Board met for its regular meetings five times during 2020. All members number of the Board participated in more than 75% of all regularly scheduled Board and applicable committee meetings held during 2019the year.

Additionally, the Board met frequently throughout the year, between regular meetings, to discuss the impact of, and the functionsCompany’s response to, the COVID-19 pandemic.

It is the Company’s policy that all members of the Board attend the annual meeting of its stockholders, except when illness or other personal matters prevent such attendance. All members of the Board attended the Company’s 2020 Annual Meeting of Stockholders.

Other Board Policies

The Board has imposed a mandatory retirement age for all Directors. No Director may seek re-election to the Board after attaining age 75. Because we recognize the commitment of time and energy that a public company board requires, typically no Director is permitted to serve on the boards of more than two other public companies while serving on the ArcBest Board.

In appropriate circumstances, this restriction may be waived by the full Board. In 2020, the Board granted a temporary waiver to Ms. Stipp to enable her to serve on three other public company boards until July 1, 2021, or such earlier date on which her term on one of those committees are described below.boards ends.

Audit Committee.Code of Conduct and Corporate Governance Guidelines

The Audit Committee’s current members are Ms. Stipp (Chair),Board has adopted a Code of Conduct that applies broadly to all Directors, officers, employees, representatives, agents, sub-contractors, vendors, and Messrs. Eliasson, Hogan, Leggsuppliers of the Company. The Code of Conduct incorporates the UN Global Compact’s ten principles in the areas of human rights, labor, the environment and Spinner. anti-corruption.

The Company intends to post on its website any amendment to, or waiver of, a provision of the Code of Conduct that applies to its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller, or any person performing similar functions and that relates to any of the following elements of the Code of Conduct: honest and ethical conduct; disclosure in reports or documents filed with the SEC and other public communications; compliance with applicable laws, rules and regulations; prompt internal reporting of code violations; and accountability for adherence to the Code of Conduct.

Acting on the recommendation of the Nominating/Corporate Governance Committee, has reviewed the status of eachBoard developed and adopted Corporate Governance Guidelines to promote the functioning of the Audit Committee membersBoard and determined that each member meets all applicable Securitiesits committees and Exchange Commission (“SEC”)to set forth a common set of expectations as to how the Board should fulfill its responsibilities. Among other things, the Corporate Governance Guidelines address the composition of the Board, including independence standards; the selection, term and Nasdaq independence standardsexpectations for Directors; the conduct of meetings and financial literacy requirements that apply to Audit Committee members. Ms. Stippexecutive sessions; and Mr. Hoganthe composition and primary objectives of the Board’s committees.

The full texts of the Code of Conduct and the Corporate Governance Guidelines are Board-designated Audit Committee Financial Experts as defined under applicable SEC and Nasdaq rules. The Audit Committee met six times during 2019. The Audit Committee Charter is posted in the Investors Governance Charters section of the Company’s website, www.arcb.com.arcb.com.

The Audit Committee assists the Board by fulfilling oversight responsibilities relating to:

·                the integrity of financial reports and related financial information provided by the Company to the public and the SEC;

·                the Company’s systems of internal controls regarding finance, accounting and compliance with policies, including ethics policies, that management and the Board have established;

·                the performance of the Company’s internal audit, accounting and financial reporting functions;

·                the Company’s risk management policies and processes to identify, monitor, and manage significant risk exposures; and

·                the Company’s compliance with legal and regulatory requirements.

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Table of ContentsRelated Party Transactions

Annually, as part of the Company’s proxy preparation, all Directors and executive officers who are subject to related party transaction disclosure are instructed to report in writing any such transactions to the Company;Company, and further, they are reminded of their obligation to report to the Company any such transactions that may be planned or subsequently occur.that occur during the year. In determining whether or not to approve or ratify a related party transaction, the Audit Committee in accordance with the Company’s Related Party Transactions Policy, considers all of the relevant facts and circumstances available, including (if applicable): (i) whether there is an appropriate business justification for the transaction; (ii) the benefits that accrue to the Company as a result of the transaction; (iii) the terms available to unrelated third parties entering into similar transactions; (iv) the impact of the transaction on a director’s independence (in the event the related party is a director, an immediate family member of a director, or an entity of which a director is a partner, shareholder or executive officer); (v) the availability of other sources for comparable products or services; (vi) whether it is a single transaction or a series of ongoing, related transactions; and (vii) whether entering into the transaction would be consistent with the Company’s Code of Conduct.

Compensation Committee. The Compensation Committee is responsible for reviewing and approving executive management compensation, has authority to make and administer employee awards under the Amended and Restated ArcBest Corporation Ownership Incentive Plan (the “Plan”) and administers the Company’s clawback policy. The Compensation Committee’s current members are Messrs. Gorman (Chair) and Conrado, Dr. Philip and Ms. McElligott. The Nominating/Corporate Governance Committee has determined that each member of the Compensation Committee meets applicable Nasdaq independence standards, Internal Revenue Code (“IRC”) Section 162(m) outside director requirements, and non-employee director requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee met five times in 2019. The Compensation Committee Charter is posted in the Investors, Governance Charters section of the Company’s website, www.arcb.com.

The Compensation Committee has determined and reviewed the value and forms of compensation for Named Executive Officers and other officers based on the Compensation Committee members’ knowledge and experience; competitive proxy and market compensation information; periodic review and analysis from an independent compensation consultant retained by, and reporting directly to, the Compensation Committee; and management recommendations.

The Compensation Committee directly engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consulting firm in 2019. Meridian reviewed executive compensation practices, including executive compensation design issues, proxy disclosure review, market trends and technical considerations, and provided ongoing consulting assistance to the Compensation Committee throughout the year. The Compensation Committee did not direct Meridian to perform the above services in any particular manner or under any particular method. Other than executive and director compensation consulting to the Board, the Compensation Committee and the Nominating/Corporate Governance Committee, Meridian does not provide any other services to the Company.

The Compensation Committee has the final authority to hire and terminate the independent compensation consultant and evaluates the consultant periodically. The Compensation Committee also approves the fees paid to the consultant. The Compensation Committee has assessed the independence of Meridian under SEC rules and concluded that Meridian’s work for the Board, the Compensation Committee and the Nominating/Corporate Governance Committee does not raise any conflict of interest.

The Compensation Committee may not and does not delegate its authority to review and determine the forms and values of the various elements of compensation for Named Executive Officers. The Compensation Committee does delegate to Company management the implementation and record-keeping functions related to the various elements of compensation it has approved, to the extent permissible.

The Company has retained Mercer LLC (“Mercer”) to provide additional consulting services at the direction of management and to assist with management’s recommendations for selecting our peer group and executive compensation. Mercer assists management with market analysis, plan design, proxy disclosure review and review of corporate governance practices. The Company has assessed the independence of Mercer under SEC rules and concluded that Mercer’s work for management does not raise any conflict of interest.

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Nominating/Corporate Governance Committee. The current members of the Nominating/Corporate Governance Committee are Ms. McElligott (Chair), Messrs. Conrado and Gorman and Dr. Philip. The Nominating/Corporate Governance Committee has determined that each member of the committee is independent, as defined in applicable Nasdaq independence standards. The Nominating/Corporate Governance Committee held four meetings in 2019. The Nominating/Corporate Governance Committee Charter is posted in the Investors, Governance Charters section of the Company’s website, www.arcb.com.

The Nominating/Corporate Governance Committee’s responsibilities include: (i) identifying individuals believed to be qualified to become Directors and selecting and recommending to the Board for its approval the nominees to stand for election as Directors by the stockholders or, if applicable, to be appointed to fill vacancies on the Board; (ii) determining appropriate compensation for Directors; (iii) recommending any changes regarding size, structure, composition, processes and practices of the Board; (iv) reviewing the independence of Directors and assessing whether members are meeting the applicable independence standards required to serve on the various Board committees; (v) reviewing the Company’s corporate governance standards; (vi) reviewing the corporate social responsibility (“CSR”) issues relevant to the Company and the adequacy of the Company’s CSR standards; (vii) reviewing comments from each Director concerning the Board’s performance, discussing the input with the full Board, and overseeing the full Board’s review of its performance; and (viii) making recommendations regarding succession planning for the Chief Executive Officer of the Company. The Nominating/Corporate Governance Committee directly engaged Meridian to review the value and forms of compensation for non-employee Directors.

In recommending nominees for the Board, the Nominating/Corporate Governance Committee considers any specific criteria the Board may request from time to time and such other factors as it deems appropriate. These factors may include any special training or skill, experience with businesses and other organizations of comparable size and type, experience or knowledge with businesses or organizations or technical expertise that are particularly relevant to the Company’s current or future business plans, financial expertise, the interplay of the candidate’s experience with the experience of the other Directors, sufficient time to devote to the responsibilities of a director, freedom from conflicts of interest or legal issues and the extent to which, in the Nominating/Corporate Governance Committee’s opinion, the candidate would be a desirable addition to the Board.

Diversity is taken into account when determining how the candidate’s qualities and attributes would complement the other Directors’ backgrounds. Type of advanced studies and certification, type of industry or aspect of transportation experience, area of corporate experience and gender, among other factors, are taken into consideration. The Nominating/Corporate Governance Committee believes that the different business and educational backgrounds of the members of the Board contribute to the overall insight necessary to evaluate matters coming before the Board. The Nominating/Corporate Governance Committee implements its policy of considering a range of candidates by including diversity aspects in its analysis of candidates’ qualifications. A listing of current Directors’ and potential candidates’ qualifications and attributes is periodically discussed in Nominating/Corporate Governance Committee meetings. In these discussions, the effectiveness of this methodology is also addressed.

There is currently no set of specific minimum qualifications that must be met by a nominee recommended by the Nominating/Corporate Governance Committee, as different factors may assume greater or lesser significance at particular times and the needs of the Board may vary in light of its composition and the Nominating/Corporate Governance Committee’s perceptions about future issues and needs.

The Nominating/Corporate Governance Committee may draw upon individuals known by members of the Board, and at the Nominating/Corporate Governance Committee’s discretion, candidates recommended by management or third parties engaged by the Nominating/Corporate Governance Committee to assist it in identifying appropriate candidates.

The Nominating/Corporate Governance Committee considers any candidate for director recommended by a stockholder if submitted in accordance with the Stockholder Director Nomination Procedure set forth below. The Nominating/Corporate Governance Committee considers the same factors when considering a stockholder-recommended candidate as it does when considering other candidates.

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The Nominating/Corporate Governance Committee considers director candidates submitted by stockholders that follow the procedure set forth in the following Stockholder Director Nomination Procedure, in accordance with the Company’s bylaws:

Any stockholder entitled to vote at an annual meeting of stockholders and intending to recommend candidate(s) for nomination for director at that meeting must submit a written stockholder notice to the Company. The information required to be included in a stockholder notice nominating a candidate for the Board is set forth in detail in the Company’s bylaws and includes, among other things, the following information: (1) as to the stockholder giving the notice and each Stockholder Associated Person (a) the name and address, including business address and telephone number, of such persons, (b) the class and number of shares of the Company which are owned beneficially and of record by such persons, (c) any option, warrant or other derivative security owned by such persons, (d) any agreement pursuant to which such persons have the right to vote any shares of the Company, and (e) any other information relating to such persons required to be disclosed in a proxy statement in connection with the solicitation of proxies relating to the election of directors in a contested election; and (2) as to each person whom the stockholder proposes to nominate for election or re-election as a director (a) all information relating to such person required to be disclosed in a proxy statement relating to the election of directors in a contested election, (b) such person’s written consent to being named in the proxy statement and to serving as a director if elected, and (c) a description of all direct and indirect compensation and other material monetary agreements during the past three years between the stockholder and Stockholder Associated Person and their affiliates and the proposed nominee and his or her affiliates. “Stockholder Associated Person” of any stockholder means (i) any beneficial owner of shares of stock of the corporation on whose behalf any proposal or nomination is made by such stockholder; (ii) any affiliates or associates of such stockholder or any beneficial owner described in the foregoing clause (i); and (iii) each other person with whom any of the persons described in the foregoing clauses (i) and (ii) either is acting in concert with respect to the corporation or has any agreement, arrangement or understanding (whether written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such person in response to a public proxy solicitation made generally by such person to all stockholders entitled to vote at any meeting) or disposing of any capital stock of the corporation or to cooperate in obtaining, changing or influencing the control of the corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses).

Additionally, for a candidate to be eligible to be a nominee for election as director, the candidate must deliver to the Corporate Secretary a written response to a questionnaire with respect to the candidate’s background and qualifications and a written representation and agreement. Such stockholder notice and candidate questionnaire and representation and agreement must be received by the Corporate Secretary at 8401 McClure Drive, Fort Smith, Arkansas 72916 not earlier than 120 days and not later than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary date of the preceding year’s annual meeting, notice by the stockholder to be timely must be received no earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 100th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. Please see “Procedure for Submitting Stockholder Proposals for 2021 Annual Meeting” on page 69.  For additional information regarding the required information in the stockholder notice and the candidate’s questionnaire and representation and agreement, please see the Company’s bylaws or contact the Corporate Secretary’s office at info@arcb.com or at 479-785-6000.

Qualified Legal Compliance Committee. The Qualified Legal Compliance Committee is responsible for confidentially receiving, retaining and considering any report pursuant to SEC Rule 205 by an attorney representing the Company. The Audit Committee serves as the Qualified Legal Compliance Committee. The Qualified Legal Compliance Committee Charter is posted in the Investors, Governance Charters section of the Company’s website, www.arcb.com.

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dividing the grant value by the closing stock price on the date of grant and rounding to the nearest hundred shares. In 2019, the target grant value for non-employee Directors was $110,000.

RSU awards granted to non-employee Directors vest one year from the date of grant. All of the RSU awards are subject to accelerated vesting due toin the event of a Director’s death or disability or a change in control of the Company. Accelerated vesting for RSUs also occurs upon attainment ofwhen a Director attains normal retirement eligibility (i.e., age 65 with five years of service as a Director). Mr. Legg, who will be retiring from the Board at the conclusion of the 2020 Annual Meeting,Gorman, Ms. McElligott, and Dr. Philip are currently eligible for normal retirement. Upon attainment ofA Director who attains early retirement eligibility (i.e., three years of service as a Director), a Director is eligible for accelerated vesting of a pro rata number of shares based on the number of whole months since the award date. Messrs. Conrado, Gorman, Hogan and Spinner and Mses. McElligott andMs. Stipp are currently eligible for early retirement. Mr. Eliasson is not currently eligible for early retirement.

Vested RSU awards are paid in shares of ArcBest common stock on the earlier to occur of (i) the normal vesting date applicable to the award or (ii) the Director’s termination of service with the Company, unless payment is deferred by the Director under the provisions of the Ownership Incentive Plan.

Stock Ownership Policy. Miscellaneous Compensation Items

We typically provide transportation for Directors to attend Board meetings, pay for their hotel stays, and provide meals. Upon request, we will reimburse some or all of the cost of an educational conference and related travel.

STOCK OWNERSHIP POLICY FOR NON-EMPLOYEE DIRECTORS

The Nominating/Corporate Governance Committee believes that the Directors of the Company should maintain a level of equity holdings in the Company that will further align thetheir interests with those of Directors with the Company’s stockholders. The Board adopted a Stock Ownership Policy requiring Directors to own shares with a total value equal to six times their annual member retainer. A Director isDirectors are not permitted to sell any shares of Company stock (except to pay the taxes generated as a result of the vesting of equity grants) until he or she satisfiesthey satisfy the stock ownership requirement, and then may only tosell the extentshares that exceed the Stock Ownership Policy requirements are maintained. Restricted stock ownership requirement. RSUs and stock owned outright count toward the Company’s Stock Ownership Policystock ownership requirements.

The Nominating/Corporate Governance Committee monitors ownership levels annually. As of the review completed in 2019,2020, all of the Directors have met their ownership requirements except for Mr. Eliasson, who wasdid not a Director at the time of the review.  Mr. Eliasson joinedjoin the Board in December 2019 and did not receive an RSU award duringuntil the end of 2019.

192020 DIRECTOR COMPENSATION TABLE

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The table below summarizes the compensation paid by the Company to non-employee Directors for the fiscal year ended December 31, 2019.2020.

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The following table sets forth certain information concerning beneficial ownership of the Common Stock as of March 2, 2020 by (i) each person who is known by the CompanyWe would like to own beneficially more than five percent (5%) of the outstanding shares of Common Stock; (ii) each officer who is listed in the Summary Compensation Table (collectively the “Named Executive Officers”) and each director and director nominee; and (iii) all directors and executive officers as a group.

Unless otherwise indicated, to the Company’s knowledge, the persons included in the table below have sole voting and investment power with respect to all the shares of Common Stock beneficially owned by them, subject to applicable community property laws. The number of shares beneficially owned by a person includes RSUs that are (i) scheduled to vest within 60 days after March 2, 2020, (ii) vested but deferred (and payable on a separation from service with the Company), or (iii) vested but unsettled due to the Director’s or officer’s eligibility for either normal retirement or early retirement pursuant to the award agreement under which the award was granted. These shares are also deemed outstanding for the purpose of computing the percentage of outstanding shares owned by the person. These shares are not deemed outstanding for the purpose of computing the percentage ownership of any other person. On March 2, 2020, there were 25,335,697 shares of Common Stock outstanding.