Arcbest Corp

This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosure (a Say-on-Pay vote). Management seeks this endorsement to confirm support for its pay programs—designed to align executive pay with short- and long-term performance through a mix of annual incentives tied to Adjusted Operating Income and Adjusted ROCE and a three-year cash long-term incentive (C-LTIP) weighted to Adjusted ROCE and relative TSR, plus time-vested RSUs. The Compensation Committee describes robust governance practices including an independent compensation consultant, multiple performance metrics, significant at-risk pay, clawback policies, stock ownership requirements, and limits on hedging and other practices. The Board frames the advisory vote as consultative and notes that it will consider the outcome in future decisions; it emphasizes historical strong stockholder support and recent shareholder engagement. A FOR vote does not change compensation agreements or guarantee future pay levels, but signals shareholder approval that management argues supports retention and incentive alignment. The Company notes that the vote is non-binding but important feedback for the Compensation Committee’s oversight. Given the Company’s disclosure of detailed pay practices, the Board’s rationale for alignment to long-term value creation, and its prior engagement and high prior say-on-pay support, management recommends a FOR vote. Investors should weigh whether the compensation framework and disclosed outcomes demonstrably link pay to performance and whether the non-binding nature of the vote and future committee responsiveness provide adequate governance influence.

This management proposal seeks shareholder approval to convert ArcBest’s legal domicile from Delaware to Texas by adopting a Plan of Conversion and associated Texas Certificate of Formation and Texas Bylaws. Management and the Board frame the request as a governance optimization: Texas’s codified fiduciary standards, statutory business-judgment protections, and a specialized business court system are cited as offering greater clarity and predictability than Delaware’s judge-made law, potentially reducing opportunistic litigation costs and enhancing director and officer decision-making. The Board also highlights an operational argument—ArcBest’s significant presence and facilities in Texas—and says the Texas charter and bylaws are drafted to preserve existing shareholder rights where practicable and to opt out of specific Texas statutory provisions the Board deemed inconsistent with shareholder preferences. The company discloses potential benefits (statutory clarity, perceived litigation risk reduction, geographical alignment, and Texas’s business-friendly posture) and also candidly acknowledges risks (loss of Delaware jurisprudence benefits, possible unforeseen statutory developments in Texas, and the chance the expected advantages may not materialize). The proposal would not alter day-to-day operations, listing status, or SEC reporting and is intended to be tax-free for holders. Because approval requires a majority of outstanding voting power, the Board emphasizes the rationale and urges shareholders to vote FOR the conversion, describing the change as preserving economic and voting rights while seeking legal predictability and potential cost reductions for corporate governance matters.

The shareholder proposal, submitted by Green Century Capital Management, requests that ArcBest adopt measurable GHG emissions reduction targets and annually report progress, recommending inclusion of vehicle emissions (including vehicles sold or rented), a strategy for achieving goals, and consideration of third-party frameworks such as the Science Based Targets initiative and the Transition Plan Taskforce. The proponent frames this as risk mitigation—citing physical climate damage, insurance cost increases, regulatory transitions toward zero-emission trucks, and peer companies’ commitments—and argues targets would protect long-term shareholder value and competitiveness. Management opposes, noting the Company already discloses Scope 1 and 2 emissions, is taking fleet efficiency and route-optimization actions, and asserts that prescriptive public GHG targets could be premature, resource-diverting, reduce flexibility, and may not reflect controllable aspects of emissions reductions; the Board argues current governance (Nominating/Governance and Audit Committees and a Sustainability Committee) and ongoing actions provide appropriate oversight and responsiveness. This proposal raises a clear governance and strategy trade-off between investor demand for quantifiable emissions commitments and management’s preference for a holistic, flexible approach tailored to operational realities in trucking and logistics. Investors should evaluate the specificity and achievability of any targets, the degree of management control over cited emission sources, the company’s existing disclosures and actions, and comparative peer commitments when weighing the merits of this proposal.