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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Filed by a Party other than the Registrant  o
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x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12
ArcBest Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Table of

Contents

	Page
Notice of Annual Meeting of Stockholders	1
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting	2
Proxy Statement
Record Date	3
Proxies	3
Voting Shares	4
Proposal I. Election of Directors	5
Directors of the Company	6
Governance of the Company	11
Director Compensation	17
2016 Director Compensation Table	19
Principal Stockholders and Management Ownership	21
Executive Officers of the Company	23
Compensation Discussion & Analysis	27
Compensation Committee Report	42
Compensation Committee Interlocks and Insider Participation	42
Summary Compensation Table	42
2016 Grants of Plan-Based Awards	44
Outstanding Equity Awards at 2016 Fiscal Year-End	46
2016 Option Exercises and Stock Vested	47
2016 Equity Compensation Plan Information	48
2016 Pension Benefits	48
2016 Non-Qualified Deferred Compensation	51
Potential Payments upon Termination or Change in Control	53
Certain Transactions and Relationships	59
Section 16(a) Beneficial Ownership Reporting Compliance	60
Report of the Audit Committee	60
Proposal II. Ratification of Appointment of Independent Registered Public Accounting Firm	61
Independent Auditor’s Fees and Services	62
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	63
Proposal III. Advisory Vote on Executive Compensation	63
Proposal IV. Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation	64
Other Matters	65
Cost of Solicitation	65
Stockholder Communication with the Board	65
Procedure for Submitting Stockholder Proposals for 2018 Annual Meeting	66
General Matters	67

Notice of

Annual Meeting of Stockholders

ArcBest Corporation®

To Be Held on May 2, 2017

To the Stockholders of ArcBest Corporation:

You are cordially invited to attend the Annual Meeting of Stockholders of ArcBest Corporation (the “Company”) on Tuesday, May 2, 2017 at 8:00 a.m. (CDT) at the principal offices of the Company located at 3801 Old Greenwood Road, Fort Smith, Arkansas 72903. In addition to this notice, enclosed are a proxy card and a proxy statement containing information about the following matters to be acted upon at the meeting:

I.	To elect nine directors for a one-year term to expire at the 2018 Annual Meeting of Stockholders;
II.	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2017;
III.	To conduct an advisory vote on executive compensation;
IV.	To conduct an advisory vote on the frequency of holding future advisory votes on executive compensation; and
V.	To act upon such other matters as may properly be brought before the meeting affecting the business and affairs of the Company.

Only stockholders of record at the close of business on March 6, 2017 are entitled to notice of and to vote at the meeting or any adjournment(s) or postponement(s) thereof. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card or follow the instructions on the proxy card and vote by Internet or by telephone as promptly as possible. It is important that your shares be represented at the meeting.

The Board of Directors urges you to sign and date your enclosed proxy card and promptly return it in the enclosed pre-addressed, postage-paid envelope or follow the instructions on the proxy card and vote by Internet or by telephone, even if you are planning to attend the meeting. Many of the Company’s stockholders hold their shares in “street-name” in the name of a brokerage firm or bank. If you hold your shares in “street-name,” please note that only your brokerage firm or bank can sign a proxy on your behalf. Accordingly, you must provide voting instructions to your brokerage firm or bank in order for your shares to be voted. 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.

Please note that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a legal proxy issued in your name from the record holder.

By Order of the Board of Directors, March 10, 2017.

Judy R. McReynolds

Chairman of the Board, President and Chief Executive Officer

3801 OLD GREENWOOD ROAD / P.O. BOX 10048 / FORT SMITH, ARKANSAS 72917-0048 / 479-785-6000

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

To Be Held on May 2, 2017

The Proxy Statement, proxy card and 2016 Annual Report are available at www.arcb.com.

The 2017 Annual Meeting of Stockholders of ArcBest Corporation (the “Company”) will be held on Tuesday, May 2, 2017 at 8:00 a.m. (CDT) at the principal offices of the Company located at 3801 Old Greenwood Road, Fort Smith, Arkansas 72903. 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 website www.arcb.com.

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

I. Election of nine directors for a one-year term to expire at the 2018 Annual Meeting of Stockholders;

Eduardo F. Conrado

Stephen E. Gorman

Michael P. Hogan

William M. Legg

Kathleen D. McElligott

Judy R. McReynolds

Craig E. Philip

Steven L. Spinner

Janice E. Stipp

II.	Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2017;
III.	Advisory vote on executive compensation;
IV.	Advisory vote on the frequency of holding future advisory votes on executive compensation; and
V.	Consideration of such other matters as may properly be brought before the meeting affecting the business and affairs of the Company.

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 2017, “FOR” the approval of the compensation of the Company’s Named Executive Officers, and “FOR” the approval of an annual advisory vote on executive compensation.

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

·The Proxy Statement for the 2017 Annual Meeting of Stockholders

·The 2016 Annual Report

·The form of proxy card being distributed to stockholders in connection with the 2017 Annual Meeting of Stockholders

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Proxy Statement

This Proxy Statement is furnished to the stockholders of ArcBest Corporation (“ArcBest” or the “Company”) in connection with the solicitation of proxies on behalf of the ArcBest Board of Directors (the “Board”) to be voted at the Company’s Annual Meeting of Stockholders (the “2017 Annual Meeting”) to be held on Tuesday, May 2, 2017 at 8:00 a.m. (CDT) at the principal offices of the Company for the purposes set forth in this Proxy Statement. This Proxy Statement, the Notice of Annual Meeting, the related proxy card, and the 2016 Annual Report to Stockholders are being mailed to stockholders beginning on or about March 24, 2017. ArcBest’s principal place of business is at 3801 Old Greenwood Road, Fort Smith, Arkansas 72903, and its telephone number is 479-785-6000.

Record Date

The Board has fixed the close of business on March 6, 2017 as the record date for the 2017 Annual Meeting. Only stockholders of record on that date are entitled to vote at the meeting in person or by proxy.

Proxies

Registered stockholders may vote their shares of the Company’s common stock (“Common Stock”) by proxy or in person at the meeting. To vote by proxy, registered stockholders must either: (i) visit the website designated on the proxy card to submit their proxy on the Internet; (ii) call the toll-free number set forth on the proxy card to submit their proxy telephonically; or (iii) mail their signed and dated proxy card in the envelope provided. Beneficial stockholders should follow the instructions that they receive from their bank, broker or other nominee to have their shares voted.

The proxies named on the enclosed proxy card were appointed by the Board to vote the shares represented by the proxy card. Upon receipt by the Company of either a submitted Internet or telephone vote or a properly signed and dated proxy card, the shares represented thereby will be voted in accordance with the stockholder’s instructions. If a stockholder does not vote either by Internet, telephone or returning a signed proxy card, his or her shares cannot be voted by proxy. Stockholders voting by returning a paper proxy card are urged to mark the ovals on the proxy card to show how their shares are to be voted. If a stockholder returns a signed proxy card without marking the ovals, the shares represented by the proxy card will be voted as recommended by the Board herein and in the proxy card. The proxy also confers discretionary authority to the proxy holders to vote on any other matter not presently known to the Company that may properly come before the meeting.

Registered stockholders may revoke their proxy at any time before the shares are voted at the 2017 Annual Meeting by: (i) timely submitting a proxy with new voting instructions, using the Internet or telephone voting system;  (ii) voting in person at the 2017 Annual Meeting by completing a ballot; however, attending the meeting without completing a ballot will not revoke any previously submitted proxy; (iii) timely delivery of a valid, duly executed proxy card bearing a later date; or (iv) delivery of written notice of revocation to the Corporate Secretary of the Company at 3801 Old Greenwood Road, Fort Smith, Arkansas 72903, by 5:00 p.m. (CDT), on or before May 1, 2017. Beneficial stockholders may change their votes by submitting new voting instructions to their bank, broker or other nominee in accordance with that entity’s procedures.

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Voting Shares

On the record date, there were 25,610,021 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 2017 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, Wells Fargo Bank, N.A.

If you hold your shares in “street name,” you will receive instructions from your broker or other nominees 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 (Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation) to be voted on at the 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 2017; for the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers (listed in the “Compensation Discussion & Analysis”); and for the approval, on an advisory basis, of conducting an advisory vote on executive compensation every year.

Proposal I (Election of Directors). 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, 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 (Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation).  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. Because this proposal has three possible substantive responses (every three years, every two years or every one year), if none of the frequency alternatives receives the 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 on the matter, then we will consider stockholders to have approved the frequency selected by holders of a plurality 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 IV is a non-binding advisory vote. However, the Board and the Compensation Committee will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation.

Proposal I. Election of Directors

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

The Board has designated Eduardo F. Conrado, Stephen E. Gorman, Michael P. Hogan, William M. Legg, 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 2017 Annual Meeting (each a “Nominee” and “Director”). Fred A. Allardyce and John W. Alden, Directors of the Company since 2004 and 2005, respectively, are retiring from the Board at the conclusion of the 2017 Annual Meeting, as they have both reached the mandatory retirement age set forth in the Company’s bylaws.

Each Nominee is currently a Director of the Company. If elected, each Nominee will serve until the expiration of his/her term at the Company’s Annual Meeting of Stockholders in 2018 or until his/her earlier death, resignation or removal from office.

In conjunction with the appointment of Messrs. Hogan and Conrado to the Board in October and November 2016, respectively, the Nominating/Corporate Governance Committee approved Messrs. Hogan and Conrado as Director candidates upon recommendation of a third-party search firm.

Each Nominee has indicated his/her willingness to serve as a member of the Board, if elected. If, for any reason not presently known, any of Messrs. Conrado, Gorman, Hogan, Legg or Spinner, Dr. Philip or Mses. McElligott, McReynolds or Stipp are unable or unwilling to serve if elected, your proxy card may be voted for the election in his/her stead of a substitute nominee designated by the Board or a committee thereof, unless the proxy withholds authority to vote for the 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, 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 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’s 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 her 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

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his or her term expires and until his or her successor is duly elected, or his or her earlier resignation or removal. 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 enclosed proxy card will be voted for the election of each of the Nominees.

Directors of the Company

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. There are no family relationships among any of the Nominees and executive officers of the Company or its subsidiaries.

Nominees for Election at the 2017 Annual Meeting, Term Will Expire at the 2018 Annual Meeting

EDUARDO F. CONRADO, age 50, has been a Director of the Company since November 2016. Mr. Conrado is Executive Vice President and Chief Strategy & Innovation Officer for Motorola Solutions, Inc., a position he has held since August 2015. Mr. Conrado has served in numerous senior executive positions at Motorola Solutions, a global provider of communication infrastructure, devices, accessories, software and services, over the past 25 years, including Senior Vice President – Chief  Innovation Officer from January 2015 to August 2015; Senior Vice President – Marketing and 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 Motorola Solutions business from September 2010 to January 2011.  Prior to 2011, Mr. Conrado served as an officer and manager in various marketing, distribution and network capacities for Motorola Solutions. Mr. Conrado is a graduate of Northwestern University – Kellogg Graduate School of Management; Thunderbird-American Graduate School of International Management, Master of International Management; Esade in Barselona, Spain, MBA International Finance; and Texas Tech University, B.S. Industrial Engineering. He serves as a director on the not-for-profit boards of Ascension Health, Chicago Red Cross, and The Chicago Field Museum. He is also a board observer for Sonim Corporation, a private company. Key Attributes, Experience and Skills Mr. Conrado’s extensive background in brand marketing, strategic development and digital transformation has contributed to Motorola Solutions’ success in global technology and collaborative customer efforts revolving around communication infrastructure, devices, accessories, software and services.  With international experience acquired from living and working in North America, South America, and Europe, his global leadership has provided the vision for Motorola Solutions’ to drive the change in focus from product to solution-based marketing. Mr. Conrado’s technological and digital expertise has enabled him to match strategy and implementation to business objectives. Mr. Conrado serves as a member of the Company’s Compensation and Nominating/Corporate Governance Committees.

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STEPHEN E. GORMAN, age 61, has been a Director of the Company since July 2015. Mr. Gorman has been Chief Executive Officer of Borden Dairy Co., a processor, distributor and seller of milk and branded dairy products, since July 2014. He served as Executive Vice President and Chief Operating Officer for Delta Air Lines, Inc., a provider of scheduled air transportation for passengers and cargo throughout the U.S. and around the world from December 2007 until March 2014 and Chief Executive Officer and President of Greyhound Lines, Inc. from 2003 to 2007. Mr. Gorman was President of the North America Division and Executive Vice President Operations Support for Krispy Kreme Doughnuts, Inc. from 2001 to 2003. Prior positions include Executive Vice President of Flight Operations and Technical Operations for Northwest Airlines and Vice President–Operations for Aviall, Inc. Mr. Gorman currently serves on the board of Aeromexico, a multi-national passenger and cargo airline based in Mexico City, and his past board directorships include Greyhound Lines, Inc., Rohn Industries and Timco Aviation. He is a past board member and chairman of Pinnacle Airlines. He holds a Bachelor’s degree in economics from Eureka College and an M.B.A. from Bradley University, for which he currently serves as trustee. Key Attributes, Experience and Skills Mr. Gorman’s leadership skills have contributed to the strategic and operational transformations of different companies in the transportation industry. His 16 years of executive transportation experience ranges from passenger bus carrier to airlines and has been instrumental in the marketing and financial aspects of these companies’ success. Mr. Gorman has extensive board experience, both public and private, having served as chairman of the Pinnacle Airlines board for nearly five years. He has served on five boards, including his current directorship on the Aeromexico board. Mr. Gorman serves as Chair of the Company’s Compensation Committee and is a member of the Company’s Nominating/Corporate Governance Committee.

MICHAEL P. HOGAN, age 57, has been a Director of the Company since October 2016.  Mr. Hogan has been Executive Vice President, Strategic Business & Brand Development at GameStop Corp., a global, multi-channel video game, consumer electronics and wireless services retailer, since 2012, and served as Chief Marketing Officer & Senior Vice President, Strategy, Preowned, Ecommerce for GameStop from 2008 until that appointment. Prior to 2008, Mr. Hogan also served as Senior Vice President & Chief Marketing Officer for Dean Foods Company and as Vice President, Marketing for Frito-Lay, Inc. He is a member of the Feed the Children Board of Directors and serves as Audit Committee Chair for that board. Feed the Children is a non-profit organization based in Oklahoma City. Mr. Hogan received his B.S. from Northern Illinois University and his M.A. from Northwestern University. Key Attributes, Experience and Skills As a senior officer of marketing, branding and strategy for GameStop and prior to joining GameStop in 2008, in the same capacity for other national and international companies, Mr. Hogan has amassed a record of adding value across enterprises, applying his abilities in corporate strategy, IT, marketing, ecommerce, multi-channel and digital businesses, and corporate governance level decision-making. His expertise and guidance at GameStop, a global, multi-channel video game, consumer electronics and wireless services retailer, includes strategy and technology in the selling of digital products and mobile and consumer electronics products. Mr. Hogan, whose board work includes serving as Audit Committee Chair for an international children’s non-profit organization, serves on the Company’s Audit Committee.

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WILLIAM M. LEGG, age 72, has been a Director of the Company since April 2002. He retired from Deutsche Banc Alex.Brown, an investment banking firm (“Alex.Brown”), as Managing Director, in 2002. During his 31 years at Alex.Brown, he served as Head of Alex.Brown’s Transportation Group and Co-Head of Alex.Brown & Sons, Inc.’s Corporate Finance Department. Mr. Legg and his group executed initial public offerings for many logistics companies including: Viking Freight, MS Carriers, Werner Enterprises, J.B. Hunt, Swift, Old Dominion, CH Robinson and Hub Group. Mr. Legg worked on transportation-related transactions for Deutsche Post, PepsiCo, ARA Services, Transport Development Group and the Company. Mr. Legg earned a B.A. from Trinity College and an M.B.A. from Loyola College. Prior to joining Alex.Brown in 1971, he served as an officer in the United States Navy. Key Attributes, Experience and Skills Mr. Legg brings to the Board significant investment banking experience, including finance, private equity, mergers and acquisitions, capital structures and strategic planning. His contributions to the Board include in-depth knowledge of other transportation companies and industry subsets. His years in transportation-related finance bring valuable analytical transportation knowledge to the Board. Mr. Legg has experience in executive compensation, governance and director nomination matters. He serves on the Board’s Audit Committee, and previously served as Chairman of the Board’s Compensation Committee and as a member of the Board’s Nominating/Corporate Governance Committee.

KATHLEEN D. MCELLIGOTT, age 61, has been a Director of the Company since July 2015. Ms. McElligott is Executive Vice President and Chief Information Officer and Chief Technology Officer of McKesson Corporation, a healthcare services and information technology company and pharmaceutical distributor. She joined McKesson in July 2015, after serving as the Chief Information Officer and Vice President, Information Technology at Emerson Electric Co., a manufacturer of products and provider of engineering services for a wide range of industrial, commercial and consumer markets, from February 2010 to July 2015 and Group Chief Information Officer, Industrial Automation and Vice President for Emerson Power Transmission from October 2000 to January 2010. Prior to joining Emerson, Ms. McElligott spent 22 years with General Electric Company in multiple information systems leadership roles, including CIO of Supply Chain at GE Aircraft Engines from 1997 to 2000, IT Manager, Cycolac Business, GE Plastics from 1996 to 1997, and several managerial positions with GE Aircraft Engines from 1988-1996. Ms. McElligott is a former board president of Connections to Success, a St. Louis-based nonprofit organization. She holds a Bachelor’s degree in Computer Science from Kent State University and an M.B.A. from Xavier University. Key Attributes, Experience and Skills Ms. McElligott brings over 33 years of vast experience in the areas of manufacturing and technology to the Board. She has skills in a variety of leadership positions across two globally diversified public businesses, which include experience in the areas of big data, cloud computing, and technology strategy. Ms. McElligott provides the Board with an in-depth knowledge in transportation, enterprise logistics, and strategic planning. Ms. McElligott serves as a member of the Company’s Audit Committee.

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JUDY R. MCREYNOLDS, age 54, has been a Director of the Company since January 2010 and Chairman of the Board since April 2016. She has served the Company as  President and Chief Executive Officer since January 2010. Prior to that, she served the Company as Senior Vice President–Chief Financial Officer and Treasurer from February 2006 through December 2009; Vice President–Controller from January 2000 until January 2006; and Controller from July 1998 until December 1999. Ms. McReynolds joined the Company as Director of Corporate Accounting in June 1997. Ms. McReynolds has been a member of the Board of Directors of OGE Energy Corp. since July 2011 and serves as Chair of the Compensation Committee and a member of the Nominating and Governance Committee. She has served on the Transportation Industry Council of the Federal Reserve Bank of St. Louis since June 2012. Ms. McReynolds is also the current chair of the American Transportation Research Institute board and a member of the American Trucking Associations Board of Directors and Executive Committee. Key Attributes, Experience and Skills As the only member of the Company’s senior management who serves on the Board, Ms. McReynolds provides significant industry-specific experience and unique expertise with respect to both ArcBest and its transportation and logistics subsidiaries, resulting from a 19-year tenure with the Company and 27 years of operating and financial experience in logistics and the less-than-truckload (“LTL”) and truckload trucking industry. Her experience as Chief Financial Officer, Certified Public Accountant, Controller, and currently as Chairman, President and Chief Executive Officer, have contributed to the Board’s insights in strategic planning, logistics, LTL and truckload transportation knowledge, talent management, labor and pension matters, investment and corporate banking, financial analysis, appropriate capital structures and our shareholder value.

DR. CRAIG E. PHILIP, age 63, has been a Director of the Company since August 2011. Dr. Philip joined the faculty of Vanderbilt University, a private research university, in January 2015, as Research Professor in Civil and Environmental Engineering and Director of Vanderbilt’s Transportation Center, VECTOR. Dr. Philip retired as Chief Executive Officer of Ingram Barge Company, a barge company, in 2014. He was President of 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 from 1982 until 1987 and served as Vice President of the Intermodal Division of Southern Pacific Railroad before returning to Ingram Barge in 1991. He has held adjunct faculty positions at Princeton University and at Vanderbilt University. Dr. Philip holds Master’s and Doctorate degrees in Engineering from the Massachusetts Institute of Technology and an undergraduate degree in Civil Engineering from Princeton University. In 2014, Dr. Philip was elected to membership in the National Academy of Engineering. He serves on the Marine Board of the Transportation Research Board, a unit of the National Academies of Sciences, Engineering and Medicine. Key Attributes, Experience and Skills Dr. Philip’s career in the marine, rail and intermodal industries spans more than 31 years. He provides the Board with a unique blend of leadership experience in various modes of freight transportation, in combination with experience in industrial marketing and strategic planning. Dr. Philip currently serves on the Board’s Compensation Committee and Nominating/Corporate Governance Committee.

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STEVEN L. SPINNER, age 57, has been a Director of the Company since July 2011, serving as Lead Independent Director since April 2016. Mr. Spinner has been President and Chief Executive Officer and a member of the Board of Directors of United Natural Foods, Inc. (“UNFI”), a U.S. independent national distributor of natural, organic and specialty foods and related products, since September 2008. He has served as UNFI’s Chairman of the Board since December 2016. Prior to joining UNFI in 2008, he was a Director and Chief Executive Officer of Performance Food Group Company (“PFG”) from October 2006 to May 2008 and PFG’s President and Chief Executive Officer from May 2005 to May 2008. He was the Senior Vice President and Chief Executive Officer of PFG’s Broadline Division (“Broadline”) from February 2002 to May 2005 and Division President of Broadline from August 2001 to February 2002. Key Attributes, Experience and Skills Mr. Spinner provides the insight and knowledge that comes from years of senior-level executive management, logistical experience and knowledge of network businesses. His background has given him extensive experience in the wholesale food distribution business, which includes overseeing the organic and acquisition growth of a food distribution company and directing the successful integration of the operational, organizational and technological aspects of two companies. Mr. Spinner brings valuable knowledge to the Board as an active CEO of a public company. Mr. Spinner currently serves on the Board’s Audit Committee.

JANICE E. STIPP, age 57, has been a Director of the Company since October 2012 and a Board-designated Audit Committee Financial Expert since February 2015. Ms. Stipp, Senior Vice President, Chief Financial Officer and Treasurer for Rogers Corporation, a global leader in engineered materials solutions, joined Rogers Corporation as Chief Financial Officer in November 2015. From October 2011 to October 2015, she was Executive Vice President, Chief Financial Officer and Treasurer of Tecumseh Products, a global manufacturer of compressors and condensing units for the commercial refrigeration market. Prior to that, she was Chief Financial Officer at Revestone Industries; Acument Global Technologies, a Platinum Equity portfolio company; and GDX Automotive, a Cerberus Equity portfolio company. She began her career in 1981 with Lear Siegler, working in corporate audit. From 1984 to 1999, she worked for General Motors in a variety of financial roles. She graduated from Michigan State University in 1981 with a B.A. in Accounting and received her CPA certification in 1983 and an M.B.A. from Wayne State University in 1987. Ms. Stipp also serves on the Board of Directors of Ply Gem Holdings, Inc., a building products manufacturer, and is on the Michigan State University Accounting Advisory Board. Key Attributes, Experience and Skills Ms. Stipp has over 35 years of financial and accounting experience with a variety of industrial companies. For the past ten years, she has served as CFO of both public and private companies. She has a strong background in financial controls, auditing, financial management and accounting, acquisitions and treasury. She is experienced in corporate restructuring, having led turnaround efforts at several of the private equity-sponsored companies where she worked. In addition to her CFO experience, she has also held the Corporate Controller position and has held several treasury-related positions. Given her years of senior-level executive management, she has extensive experience working with boards of directors at several companies. Ms. Stipp’s financial experience brings valuable knowledge to the Company’s Audit Committee in her roles as Chairman of the Audit Committee and Financial Expert.

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Governance of the Company

Board Leadership Structure

The Board has determined that a leadership structure comprised of Ms. McReynolds serving in a combined Chairman and Chief Executive Officer role and Mr. Spinner serving as the Lead Independent Director, a role tasked with significant specified duties, is in the best interests of the Company and its stockholders.

In making its decision, the Board considered Ms. McReynolds’ leadership qualities, management capability, knowledge of the Company’s business and the transportation and logistics industry, the long-term, strategic perspective she exhibited as the President and Chief Executive Officer and her focus on growing long-term shareholder value. The Board also considered Ms. McReynolds’ long history with the Company. Ms. McReynolds joined the Company in 1997 and has served as the President and Chief Executive Officer since 2010 and previously served as Senior Vice President–Chief Financial Officer and Treasurer from 2006 through 2009. The Board believes that serving as both Chairman and President and Chief Executive Officer will enable Ms. McReynolds to more effectively and efficiently execute the Company’s strategic initiatives and respond to key business issues and risks that she encounters in daily operations.

The Board recognizes that there are a variety of viewpoints concerning a board’s optimal leadership structure and considered all viewpoints in making its decision. The Board reviewed trends in board practices, recommended best practices for corporate governance, and the current board practices of the Company’s peer companies. The Board also considered the speed with which a combined Chairman and Chief Executive Officer can identify company concerns and communicate this information to other board members, and the ability of a combined Chairman and Chief Executive Officer to provide superior information to other board members given insights into the day-to-day issues faced by a company.

The Board has determined that the election of an executive Chairman should be accompanied by the election of a strong Lead Independent Director with a clearly defined and dynamic leadership role in the governance of the Board. In January 2016, the Board amended the Company’s bylaws to provide that if the Chairman is not an independent Director, the independent Directors shall annually elect one of the independent Directors to serve as the Lead Independent Director. As set forth in the Company’s bylaws, the Lead Independent Director has clearly articulated and extensive authority and responsibilities relating to the Board’s governance and functions, which include (i) calling and chairing meetings of independent Directors, and setting agendas for such meetings; (ii) liaising between the independent Directors and the Chairman and communicating with the Chairman after each meeting of independent Directors to provide feedback; (iii) chairing all Board meetings where the Chairman is not present; (iv) reviewing and advising on Board meeting agendas and meeting schedules; (v) being available for consultation and direct communication with stockholders, when appropriate; and (vi) participating in the annual performance evaluation of individual members of the Board and the Chief Executive Officer (in consultation with the Nominating/Corporate Governance Committee). The Lead Independent Director’s authority and responsibilities generally correspond to those performed by an independent Chairman.

In the Board’s view, Mr. Spinner possesses the characteristics and qualities necessary to fulfill the Lead Independent Director’s important role of guiding and facilitating the independent Directors’ participation in the Company’s governance. Mr. Spinner has served as an independent Director since 2011 and has a thorough understanding of the Board’s oversight role and leading corporate governance practices. The Board believes that Mr. Spinner, as Lead Independent Director, will provide a meaningful balance to the executive Chairman. Supplementing the Lead Independent Director are the three standing Board committees (the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee), all members of which are independent Directors.

The Company’s leadership structure includes an experienced management team, upon whose advice, reports and opinions the Board relies. Regularly scheduled management reports and presentations, based on operational, financial, legal and risk management aspects of the Company’s operations, provide vital information to the Board.  The independent Directors have complete access to, and direct contact with, members of senior management. The Board also relies on the advice of counsel, accountants, executive compensation consultants, auditors, strategic planning consultants and other expert advisors.

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Attendance at Meetings

The Board meets on a regularly scheduled basis six times a year to review significant developments affecting the Company and to act on matters requiring Board approval. It also holds special meetings when Board action is required between scheduled meetings. The Board met six times during 2016. During 2016, all members of the Board, except one, participated in at least 75% of all Board and applicable committee meetings held during the period for which he/she was a Director. Mr. Hogan, who joined the Board on October 31, 2016, attended 66% of the meetings applicable to him. Mr. Hogan missed one of the three meetings during his Board tenure in 2016.

The Nominating/Corporate Governance Committee has determined that a majority of the members of the Board are independent pursuant to applicable NASDAQ independence standards. Independent Directors are Messrs. Alden, Allardyce, Conrado, Gorman, Hogan, Legg, and Spinner, Dr. Philip, Mses. Stipp and McElligott. Directors who retired from the Board in 2016, Robert A. Young III and John H. Morris, were also deemed independent by the Nominating/Corporate Governance Committee. Independent Directors met in executive session four times in 2016. Mr. Spinner, as Lead Independent Director, presides over the meetings of Independent Directors.

It is the Company’s policy that all members of its Board attend each annual meeting of its stockholders, except when illness or other personal matters prevent such attendance. All of the eleven members of the Board at the time of the Company’s 2016 Annual Meeting of Stockholders attended such meeting.

Board’s Role in Risk Oversight

The Board believes that the current management structure facilitates risk oversight by combining experienced leadership with independent review by the Board and its committees. To enhance its oversight function, the Board is composed of Directors who are not employed by the Company, with the exception of Ms. McReynolds. Potential risk factors that are monitored through this structure include financial, operational, technological, disaster, environmental, cybersecurity, legal and regulatory, fraud/corruption, employment practices, executive compensation, reputational and legislative areas. Risk factors may present themselves on any of the multiple levels of the Company. The Board is regularly informed through committee reports of each committee’s activities in overseeing risk management within their respective areas of oversight responsibility.

The Audit Committee directly oversees risk management relating to financial reporting and public disclosure and the steps management has taken to monitor and control those exposures. In addition, the Audit Committee is responsible for the oversight of general financial risk matters. The Audit Committee meets regularly with financial management, including the Vice President–Chief Financial Officer, the Vice President–Controller and the Vice President–Internal Audit, as well as our independent registered public accounting firm, Ernst & Young, LLP (“EY”). In addition, the Company’s Risk Management Committee, which consists of several members of senior management, provides periodic reports to the Audit Committee of its activities in various risk management areas, and the Vice President–Financial Services and Risk Management makes presentations to the Audit Committee from time to time regarding various risk or potential risk matters. The Audit Committee also requests and receives from time to time presentations regarding other potential risk areas, including those related to information technology.

The Compensation Committee is responsible for oversight of risk for the Company’s compensation policies and practices for all employees. Management has evaluated the Company’s compensation policies and practices for all employees, including the Named Executive Officers (listed in “Compensation Discussion & Analysis”) and executive officers. The evaluation included consideration of whether any of the Company’s compensation policies and practices, including incentive plans, create risks that are reasonably likely to have a material adverse effect on the Company. The primary responsibility for the Company’s evaluation was assigned to the Company’s Risk Management Committee, which includes the Vice President–Financial Services and Risk Management as its Chair and the Vice President–General Counsel, Vice President–Chief Financial Officer, Vice President–Internal Audit, Senior Vice President–CINO, Vice President–Controller and Chief Accounting Officer, Vice President-Tax, as well as other officers as its members. Based on management’s evaluation, including the specific process completed by the Company’s Risk Management Committee, management concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Management’s evaluation, including the conclusions reached by the Company’s Risk Management Committee, was discussed with the Compensation Committee.

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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 metric;

·robust financial control policies and audit practices;

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

·clawback policy;

·a prohibition against hedging transactions or pledging of shares;

·five-year cliff vesting periods for equity awards;

·stock ownership requirements for senior officers;

·utilizing an independent compensation consultant to review executive incentive plans;

·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 2017. 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 reviews corporate governance matters at least once a year. In connection with this responsibility, the Nominating/Corporate Governance Committee annually reviews the Company’s Corporate Governance Guidelines and their implementation.

Committees of the Board

The Board has established Audit, Compensation and Nominating/Corporate Governance committees to devote attention to specific subjects and to assist it in the discharge of its responsibilities. The functions of those committees, their current members and the number of meetings held during 2016 are described below.

Audit Committee. The Audit Committee’s current members are Ms. Stipp (Chair), Messrs. Allardyce, Hogan, Legg and Spinner and Ms. McElligott. The Nominating/Corporate Governance Committee has reviewed the status of each of the members and determined that each member of the Audit Committee meets all applicable Securities and Exchange Commission (“SEC”) and National Association of Securities Dealers Automated Quotations (“NASDAQ”) independence standards and financial literacy requirements that apply to Audit Committee members. Mr. Allardyce and Ms. Stipp are Board-designated Audit Committee Financial Experts. The Audit Committee met six times during 2016. The Audit Committee Charter is posted in the Investors, Governance Charters section of the Company’s website, www.arcb.com.

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

·the integrity of financial statements 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.

Annually, as part of the Company’s proxy preparation, all Directors and executive officers who are subject to related person transaction disclosure are instructed to report in writing any such transactions to the Company; and further, they are reminded of their obligation to report to the Company any such transactions that may be planned or subsequently occur. In determining whether or not to approve or ratify a related person transaction, the Audit Committee 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 person is a director, an immediate family member of a director or an entity in 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. The Compensation Committee’s current members are Messrs. Gorman, Alden and Conrado and Dr. Philip. 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 2016. The Compensation Committee Charter is posted in the Investors, Governance Charters section of the Company website, www.arcb.com.

The Compensation Committee has authority to make and administer awards under the 2005 Ownership Incentive Plan.

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 which reports 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 2016. Meridian reviewed executive compensation practices, including executive compensation design issues, market trends and technical considerations and provided ongoing consulting assistance to the Compensation Committee throughout the year. 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 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 did not direct Meridian to perform the above services in any particular manner or under any particular method. The Compensation Committee has the final authority to hire and terminate the consultant and evaluates the consultant periodically. The Compensation Committee also approves the fees paid to its independent compensation consultant.

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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 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.

Nominating/Corporate Governance Committee. The current members of the Nominating/Corporate Governance Committee are Messrs. Alden (Chair), 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’s responsibilities include: (i) identifying individuals believed to be qualified to become Directors and to select and recommend 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; and (vi) making recommendations regarding succession planning for the Chief Executive Officer of the Company. Meridian consults with the Nominating/Corporate Governance Committee regarding the value and forms of compensation for non-employee Directors. The Nominating/Corporate Governance Committee held four meetings in 2016. The Nominating/Corporate Governance Charter is posted in the Investors, Governance Charters section of the Company website, www.arcb.com.

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 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 candidates’ 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 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.

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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.

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 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 other 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 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 3801 Old Greenwood Road, Fort Smith, Arkansas 72903 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. For information regarding the required information in the stockholder notice and the candidate’s questionnaire and representation and agreement, contact the Corporate Secretary’s office at info@arcb.com or at 479-785-6000.

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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, Corporate Governance section of the Company website, www.arcb.com.

Code of Conduct and Corporate Governance Guidelines

The Board has adopted a Code of Conduct and Corporate Governance Guidelines. The full text of the Code of Conduct is posted in the Investors section of the Company website, www.arcb.com.

The Company’s Code of Conduct applies to all of its Directors, officers (including the Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller, and any person performing similar functions) and employees. The Company intends to post on its website any amendment to, or waiver from, a provision of the Code of Conduct that applies to its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller or persons 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.

Director Compensation

The Nominating/Corporate Governance Committee is responsible for reviewing and awarding compensation to the non-employee Directors. The Nominating/Corporate Governance Committee sets the levels and forms of non-employee Director compensation based on its experience, review of the compensation paid to directors of comparable publicly traded companies and the advice of Meridian, its independent compensation consultant. The Nominating/Corporate Governance Committee uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board.

Cash Compensation

For the fiscal year ended December 31, 2016, the standard cash compensation arrangement for non-employee Directors was as follows:

Annual Retainers (paid in monthly installments)
Board Chair	$	130,000
Members	$	80,000
Lead Independent Director	$	25,000
Audit Committee Chair	$	15,000
Compensation Committee Chair	$	12,000
Nominating/Corporate Governance Committee Chair	$	8,000

Mr. Young received a prorated retainer fee for his service as Board Chair through his retirement in April 2016. Ms. McReynolds, the Company’s Chairman, President and Chief Executive Officer, was elected Chairman of the Board in April 2016 following Mr. Young’s retirement and does not receive a Board Chair or Member retainer.

Retainers are cumulative, i.e., each non-employee Director receives a “Member Retainer” plus the appropriate retainer fee for any other positions he or she holds.

Equity-Based Awards

The policy for granting equity awards states that the Nominating/Corporate Governance Committee is responsible for granting all equity compensation to non-employee Directors. Under the terms of this policy, the effective date of an equity award will be the date which is five business days following the Company’s applicable quarterly earnings release. The number of restricted stock units (“RSUs) awarded is based on stated dollar amounts for each Director, which is divided by the closing stock price on the date of grant. In prior years, non-employee Directors received

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annual equity awards historically equal to $100,000 on the date of grant of the awards. However, in 2016 the award value was reduced to $83,800 due to decreases in the Company’s stock price at the time of the award and the desire to preserve shares for issuance under the Company’s 2005 Ownership Incentive Plan. The two new Directors that joined the Board in 2016 had an award value of $97,668 due to a higher stock price at the time of grant.

Prior to 2016, the RSU awards to non-employee Directors provided for three-year cliff vesting for awards. Based on a review of peer group and industry practices conducted by Meridian, the Committee approved one-year cliff vesting for RSU awards beginning in 2016. All of the RSU awards are subject to accelerated vesting due to death, disability or change in control of the Company. Accelerated vesting for RSUs also occurs upon attainment of normal retirement age (age 65 with five years of service with the Company). Messrs. Alden, Allardyce and Legg are currently eligible for normal retirement. Upon early retirement (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. Dr. Philip, Mr. Spinner and Ms. Stipp are currently eligible for early retirement. Messrs. Conrado, Gorman and Hogan and Ms. McElligott are not currently eligible for early retirement. Vested RSU awards are paid in shares 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 deferred under the provisions of the 2005 Ownership Incentive Plan.

Stock Ownership Policy. 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 the interests of Directors with the Company’s stockholders. The Board adopted a Stock Ownership Policy for Directors, which provides that Directors must own shares equal to six times their annual retainer. A Director is not permitted to sell any shares of Company stock (except to pay the taxes generated as a result of equity grants) until he or she satisfies the stock ownership requirement. Restricted stock, RSUs and stock owned outright count toward the Company’s Stock Ownership Policy requirements.

The Nominating/Corporate Governance Committee monitors ownership levels annually. As of the review completed in 2016, all of the Directors have met their ownership requirements except for the four Directors who  joined the Board in 2015 and 2016, who are in compliance with our prohibition on selling shares until they meet the requirement.

Clawback Policy. The Committee has implemented a policy for the “clawback” of any equity awards granted to a Director whose misconduct contributed to the Company being required to restate its financial statements. Under the terms of the policy, the Board will, to the full extent permitted by governing law, in appropriate cases, effect the cancellation of unvested RSU or deferred stock awards previously granted to the Director if (a) the amount of the equity award was calculated based upon the achievement of certain financial results that were subsequently the subject of the restatement, (b) the Director engaged in intentional misconduct that caused or partially caused the need for the restatement and (c) the amount of the equity award that would have been awarded to the Director had the results been properly reported would have been lower than the amount actually awarded.

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2016 Director Compensation Table

The table below summarizes the compensation paid by the Company to non-employee Directors for the fiscal year ended December 31, 2016.

Name(1)	Fees Earned or Paid in Cash	Stock Awards(2, 3)	All Other Compensation	Total
John W. Alden(4)	$   88,000	$  83,800	$           –	$   171,800
Fred A. Allardyce(4)	84,750	83,800	–	168,550
Eduardo Conrado(5)	13,333	97,668		111,001
Stephen E. Gorman(4)	82,000	83,800	–	165,800
Michael P. Hogan(5)	13,333	97,668		111,001
William M. Legg	80,000	83,800	–	163,800
Kathleen D. McElligott	80,000	83,800	–	163,800
John H. Morris(4)	76,667	83,800	25,000(6)	185,467
Craig E. Philip	80,000	83,800	–	163,800
Steven L. Spinner(4)	98,750	83,800	–	182,550
Janice E. Stipp(4)	90,250	83,800	–	174,050
Robert A. Young III(4)	43,333	–	281,535(7)	324,868

(1)Judy R. McReynolds, the Chairman, President and Chief Executive Officer of the Company, is not included in this table since she is an employee of the Company and thus received no compensation for her service as a Director. The compensation received by Ms. McReynolds as an officer of the Company is shown in the Summary Compensation Table on page 42.

(2)Reflects the aggregate grant date fair value of RSU awards made during 2016 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) determined without regard to estimated forfeitures and adjusted for present value of dividends. Messrs. Alden, Allardyce, Gorman, Legg, Morris and Spinner, Dr. Philip and Mses. McElligott and Stipp received an award of 5,000 RSUs under the 2005 Ownership Incentive Plan on May 6, 2016 (computed using the grant date fair value of $16.76 per share on such date). As new members of the Board, Messrs. Conrado and Hogan each received an award of 3,600 RSUs under the 2005 Ownership Incentive Plan on November 10, 2016 (computed using the grant date fair value of $27.13 per share on such date). See Note K to the consolidated financial statements in the Company’s 2016 Annual Report for additional detail on share-based compensation.

(3)As of December 31, 2016, each non-employee Director had the following aggregate number of RSUs outstanding, although only the value of the 2016 RSU award is provided in the Stock Awards column.

Name	Vested but Subject to Transfer Restrictions	Unvested	Total RSUs Outstanding
John W. Alden	10,200	–	10,200
Fred A. Allardyce*	19,000	–	19,000
Eduardo Conrado	–	3,600	3,600
Stephen E. Gorman	–	8,000	8,000
Michael P. Hogan	–	3,600	3,600
William M. Legg	10,200	–	10,200
Kathleen D. McElligott	–	8,000	8,000
John H. Morris	–	–	–
Craig E. Philip	6,494	3,706	10,200
Steven L. Spinner	6,494	3,706	10,200
Janice E. Stipp	6,494	3,706	10,200
Robert A. Young III	–	–	–

*Mr. Allardyce elected to defer his 2009 RSU award of 4,400 RSUs and 2010 award of 4,400 RSUs until his termination from Board service. All deferral elections must be made in the year prior to the year the award is granted.

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(4)Mr. Allardyce was Chair of the Audit Committee and Qualified Legal Compliance Committee through March 2016, and Ms. Stipp became Chair of the Audit Committee and Qualified Legal Compliance Committee effective April 2016. Mr. Morris was Chair of the Compensation Committee through his retirement from the Board in October 2016, and Mr. Gorman became Chair of the Compensation Committee effective October 2016. Mr. Alden is Chair of the Nominating/Corporate Governance Committee. Mr. Young was Chairman of the Board through his retirement in April 2016. Mr. Spinner was elected Lead Independent Director in conjunction with Ms. McReynolds being appointed Chairman of the Board.

(5)Mr. Conrado and Mr. Hogan joined the Board on November 1, 2016 and October 25, 2016, respectively. They received a prorated annual retainer based on their Board service beginning November 2016.

(6)A director legacy gift was made to the Mayo Clinic in the amount of $25,000 in John Morris’ honor upon occasion of his retirement from the Board in October 2016.

(7)For purposes of the column titled “All Other Compensation,” for 2016 Mr. Young’s amount consists of the following:

	Young
Perquisites(i)	$	21,337
Legacy gift(ii)	$	250,000
Executive medical premiums(iii)	$	10,198
Total	$	281,535

(i)Mr. Young’s perquisites include: (a) spousal travel to Company or industry events and any related Company lost tax deduction resulting from the spouse accompanying him on the Company’s corporate aircraft, (b) personal use of an administrative assistant and (c) infrequent personal use of a lodging facility and related hunting property owned by the Company for business entertainment purposes. Mr. Young retained an office at the Company’s corporate office until his retirement as Board Chair in April 2016.

(ii)A director legacy gift was made to the U.S. Marshal’s Museum in the amount of $250,000 in his honor upon occasion of his retirement from the Board in April 2016.  Mr. Young is Chairman of the Board of Directors of the U.S. Marshal’s Museum Foundation.

(iii)Because Mr. Young is a former officer of the Company, he and his spouse participate in the Company’s fully insured third-party executive medical plan that is provided for life upon retirement. The Company pays the majority of the premium amount for this coverage. The amount shown reflects total premiums paid by the Company for coverage during 2016.

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Principal Stockholders and Management Ownership

The following table sets forth certain information concerning beneficial ownership of the Common Stock as of March 6, 2017 by (i) each person who is known by the Company 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 “Named Executive Officers”), director and director nominees; and (iii) all directors and executive officers as a group.

Unless otherwise indicated, to the Company’s knowledge, the persons included in the tables 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 6, 2017, (ii) vested but deferred (and payable on a separation from service with the Company), or (iii) vested but unsettled either due to the Director’s or officer’s eligibility for 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 6, 2017, there were 25,610,021 shares of Common Stock outstanding.

		Shares	Percentage
		Beneficially	of Shares
		Owned	Outstanding
(i) Name / Address
BlackRock, Inc.(1)		3,324,850	12.98%
55 East 52nd Street, New York, NY 10055
Dimensional Fund Advisors LP(2)		2,176,259	8.50%
Building One, 6300 Bee Cave Road, Austin, TX 78746
The Vanguard Group, Inc.(3)		2,009,178	7.85%
100 Vanguard Blvd., Malvern, PA 19355
JPMorgan Chase & Co.(4)		1,970,262	7.69%
270 Park Ave., New York, NY 10017
(ii) Name	Position
Judy R. McReynolds(5, 6)	Chairman, President and CEO (also a Director Nominee)	45,396	*
John W. Alden(5, 7)	Director (also a Director Nominee)	29,800	*
Fred A. Allardyce(5, 8)	Director (also a Director Nominee)	45,700	*
Eduardo F. Conrado(5)	Director (also a Director Nominee)	–	*
Stephen E. Gorman(5)	Director (also a Director Nominee)	–	*
Michael P. Hogan(5)	Director (also a Director Nominee)	–	*
William M. Legg(5)	Director (also a Director Nominee)	37,300	*
Kathleen D. McElligott(5)	Director (also a Director Nominee)	–	*
Craig E. Philip(5)	Director (also a Director Nominee)	20,194	*
Steven L. Spinner(5)	Director (also a Director Nominee)	19,994	*
Janice E. Stipp(5)	Director (also a Director Nominee)	15,194	*
David R. Cobb(5)	Chief Financial Officer	21,100	*
Jim A. Ingram(5)	Chief Operating Officer, Asset-Light Logistics	1,000	*
J. Lavon Morton(5, 9)	Sr. Vice President–Risk and Chief Audit Executive, Retired	52,397	*
Timothy D. Thorne(5, 10)	ABF Freight President	4,780	*
(iii) All Current Directors and Executive Officers as a Group (22 total)(11)		248,221	.97%
*Less than 1%

(1)Based on information contained in Amendment No. 8 to Schedule 13G filed with the SEC by BlackRock, Inc. on January 12, 2017, BlackRock, Inc. has sole voting power with respect to 3,239,313 shares of Common Stock and sole dispositive power with respect to 3,324,850 shares.

(2)Based on information contained in Amendment No. 7 to Schedule 13G filed with the SEC by Dimensional Fund Advisors LP on February 9, 2017, Dimensional Fund Advisors LP has sole voting power with respect to 2,102,885 shares of Common Stock and sole dispositive power with respect to 2,176,259 shares.

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(3)Based on information contained in Amendment No. 5 to Schedule 13G filed with the SEC by The Vanguard Group, Inc. (“Vanguard”) on February 9, 2017, Vanguard has sole voting power with respect to 29,575 shares of Common Stock, shared voting power with respect to 4,400 shares, sole dispositive power with respect to 1,976,679 shares and shared dispositive power with respect to 32,499 shares.

(4)Based on information contained in the Schedule 13G filed with the SEC by JPMorgan Chase & Co. on January 23, 2017, JPMorgan Chase & Co. has sole voting power with respect to 1,685,167 shares of Common Stock and sole dispositive power with respect to 1,964,162 shares.

(5)Includes RSUs that are (i) scheduled to vest within 60 days after March 6, 2017, (ii) vested but deferred (and payable on a separation from service with the Company), or (iii) vested but unsettled either due to the Director’s or Named Executive Officer’s eligibility for normal retirement or early retirement pursuant to the award agreement under which the award was granted as follows:

As of March 6, 2017
McReynolds	–
Alden	10,200
Allardyce	19,000
Conrado	–
Gorman	–
Hogan	–
Legg	10,200
McElligott	–
Philip	6,494
Spinner	6,494
Stipp	6,494
Cobb	–
Ingram	–
Morton	37,500
Thorne	–

(6)Includes 45,396 shares of Common Stock held by the McReynolds 2005 Joint Trust, of which Ms. McReynolds is
co-trustee.

(7)Includes 17,600 shares of Common Stock held by the John W. Alden Trust, of which Mr. Alden is trustee, and 2,000 shares of Common Stock held by the Alden Family Foundation, of which Mr. Alden is trustee.

(8)Includes RSUs which are vested and deferred. Mr. Allardyce elected to defer his 2009 award of 4,400 RSUs and 2010 award of 4,400 RSUs until his termination from Board service. All deferral elections must be made in the year prior to the year the award is granted. RSUs were granted under the Company’s 2005 Ownership Incentive Plan.

(9)Includes 18 shares held by Mr. Morton in the ArcBest 401(k) and DC Retirement Plan.

(10)Includes 103 shares held by Mr. Thorne in the ArcBest 401(k) and DC Retirement Plan.

(11)Includes 8,800 RSUs that are vested but deferred and 50,082 RSUs that will vest in 60 days or are vested but settled either due to the Director’s or officer’s eligibility for normal retirement or early retirement pursuant to the terms of the Company’s 2005 Ownership Incentive Plan.

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Executive Officers of the Company

The following information sets forth the name, age, principal occupation and business experience during the last five years of each of the current executive officers of the Company and its subsidiary, ABF Freight System, Inc. (“ABF Freight”). The executive officers, including the Named Executive Officers, serve at the pleasure of the Board. For information regarding ownership of the Common Stock by the executive officers of the Company, see “Principal Stockholders and Management Ownership” on page 21. There are no family relationships among Directors and executive officers of the Company or its subsidiaries.

	JUDY R. MCREYNOLDS, age 54, is Chairman, President and Chief Executive Officer and a Director of the Company. See previous description under “Directors of the Company.”
	DENNIS L. ANDERSON II, age 36, has been Chief Customer Experience Officer since January 2017 and was Vice President of Strategy for the Company from February 2014 through December 2016. Prior to that Mr. Anderson served as Director of Strategy from June 2011 through January 2014. For ABF Freight, he was Senior Pricing Analyst from January 2007 to April 2010 and Manager of Pricing from May 2010 until June 2011. He holds a bachelor’s degree in Industrial Engineering from the University of Arkansas.
	DAVID R. COBB, age 51, has been Vice President–Chief Financial Officer since January 2015 and previously served as Vice President and Controller for the Company from May 2006 through December 2014 and Chief Accounting Officer for the Company from January 2010 through December 2014. Mr. Cobb was employed by Smith International, Inc., a publicly traded international oilfield service company acquired by Schlumberger Limited, as Vice President and Controller from 2002 to April 2006. He was employed by Kent Electronics Corporation, a publicly traded specialty electronics distributor and network integrator, from 1995 to 2001 and Price Waterhouse, a predecessor of PricewaterhouseCoopers LLP from 1988 to 1994. Mr. Cobb is a Certified Public Accountant and has served publicly traded companies since 1988. Mr. Cobb holds a B.S.B.A. in Accounting from Abilene Christian University.

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	DAVE DARTER, age 62, has been the Company’s Chief Sales Officer since January 2017. For ABF Freight, Mr. Darter served as Vice President–Sales and Marketing from November through December of 2016 and Vice President–Corporate Sales from July 2016 through October 2016. He served as Regional Vice President of Sales for ABF Freight from July 1997 through July 2016. He holds a bachelor’s degree in Sociology from Arkansas Tech University.
	ERIN K. GATTIS, age 43, has been Chief Human Resources Officer for the Company since July 2016. She previously served as the Company’s Vice President–Human Resources from October 2011 through June 2016 and Chief of Staff from January 2010 through September 2011. Prior to the chief of staff departmental director position, Ms. Gattis served as Manager of Retirement Services and Executive Compensation from August 2006 to September 2009. She joined the Company in 1999 and between 1999 and 2006 worked for both the Company and ABF Freight as a Retirement Specialist, Benefits Analyst, Supervisor of Executive Compensation and Manager of Executive Compensation. She holds a Bachelor’s degree from Arkansas Tech University in Economics and Finance. Ms. Gattis has a Senior Professional in Human Resources (SPHR) and SHRM–SCP certification.
	JIM A. INGRAM, age 49, has been Chief Operating Officer, Asset-light Logistics for the Company since January 2017 and was President of ABF Logistics from August 2013 through December 2016. He was Senior Vice President–Strategy from November 2011 through January 2014, Vice President–Strategic Development from April 2010 through October 2011, and Vice President–Market Development from January 2008 to April 2010. Prior to 2008, Mr. Ingram served as Vice President–Market Development for ABF Freight from February 2006 through December 2007, and from January 2000 through January 2006, he was ABF Freight’s Director–Quotation Services. Between January 1990 and December 1999, he held positions in ABF Freight’s Pricing Department. Mr. Ingram holds a Bachelor’s degree in Industrial Engineering and an M.B.A. from the University of Arkansas.
	MICHAEL R. JOHNS, age 58, has been the Company’s Vice President–General Counsel and Corporate Secretary since April 2007. From 1991 to 2007, he was a partner in the law firm of Dover Dixon Horne PLLC in Little Rock, Arkansas. Mr. Johns was a practicing attorney in two other Little Rock law firms for seven years, including Rose Law Firm, prior to 1991. He is a Certified Public Accountant. Mr. Johns is a member of the American Bar Association, Sebastian County Bar Association and Arkansas Society of Certified Public Accountants. Mr. Johns holds a B.S.B.A. from the University of Arkansas and a J.D. from Southern Methodist University.

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	STEVEN LEONARD, age 42, has been Vice President–Customer Solutions for ArcBest since January 2017. Mr. Leonard previously served as Vice President–Global Forwarding for the Company’s subsidiary, Panther Premium Logistics®, from November 2014 to December 2016. Mr. Leonard joined the Company in 2001 as a quotation analyst for ArcBest brand U-Pack®, and has held positions that include Manager of Quotation Services, Manager of TimeKeeper Pricing, Director of Strategic Planning and Divisional Vice President. He holds a bachelor’s degree in Business Administration from the University of Arkansas.
	DANIEL E. LOE, age 42, has been Chief Yield Officer since January 2017 and was Vice President–Enterprise Customer Solutions for the Company from May 2014 through December 2016. Prior to May 2014, Mr. Loe had served as Vice President–Yield Management for ABF Freight since 2010. In previous positions with ABF Freight, he had worked as Director of Marketing & Public Relations from 2004 to 2010, and Senior Pricing Analyst from 2000 to 2004. Mr. Loe joined the Company in 1997, working as an Associate Analyst, Analyst, and Lead Analyst in the Pricing Department prior to his promotion to Senior Pricing Analyst in 2000. He holds a Bachelor’s degree in Industrial Engineering from the University of Arkansas.
	MICHAEL E. NEWCITY, age 47, has been Senior Vice President, Chief Innovation Officer and President of the Company’s subsidiary ArcBest Technologies, Inc. since January 2015. He previously served the Company as Chief Financial Officer and Chief Information Officer from August 2013 to December 2014, and prior to that had been Vice President–Chief Financial Officer from June 2010 until July 2013, and Director–Economic Analysis from November 2007 through May 2010. Prior to that he had served as Director–E-Systems and Emerging Technologies for ABF Freight from November 2005 through October 2007. In these capacities, Mr. Newcity led the group that provides critical analysis on topics including costing and profitability methods, incentive plans, metrics and forecasting, as well as the development and implementation of internal management systems. From January 2000 through October 2005, Mr. Newcity held several managerial positions with ABF Freight that spanned marketing, information technology and business development. He began his career with the Company in 1993 at its subsidiary, ArcBest Technologies, Inc., leading the Company’s e-commerce development initiatives through December 1999. Mr. Newcity holds an M.B.A from the Walton College at the University of Arkansas.

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TRACI L. SOWERSBY, age 47, has been Vice President–Controller, Chief Accounting Officer since April 2015. Prior to joining the Company, Ms. Sowersby spent 17 years with Ernst & Young LLP where she most recently served as Executive Director in the Phoenix Ernst & Young LLP office. Ms. Sowersby’s roles with Ernst & Young LLP included Audit/Assurance Staff through Executive Director, providing expertise in the areas of technical accounting, internal controls and financial reporting. She holds a Bachelor’s degree in Accounting from Indiana University-Purdue University of Fort Wayne. Ms. Sowersby is a Certified Public Accountant and has served in the U.S. Army Reserves.

TIMOTHY D. THORNE, age 55, has been President of ABF Freight since October 2014. Mr. Thorne has served ABF Freight in many capacities, including Vice President–Linehaul Operations from April 2013 to October 2014 and Regional Vice President of Operations in the Midvale, Utah and Reno, Nevada regional offices from May 2006 through March 2013. Mr. Thorne worked as Branch Manager at four ABF Freight terminals from May 1993 through April 2006, including Florence and Decatur, Alabama; Nashville, Tennessee and Carlisle, Pennsylvania. He joined ABF Freight as a Supervisor Assistant at the Orlando, Florida terminal in 1990, working in that position until serving as Sales Representative at the same terminal from June 1992 to May 1993. Mr. Thorne holds a B.S.B.A. from the University of Oklahoma and an M.B.A. from the University of North Alabama. He served as a captain in the U.S. Army.

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Compensation Discussion & Analysis

The purpose of this Compensation Discussion & Analysis (“CD&A”) is to provide an overview and analysis of (i) our executive compensation programs; (ii) material compensation changes made during the year for Named Executive Officers; and (iii) the process for review and decision-making for the executive compensation programs. The Compensation Committee (the “Committee”) of the Board of Directors determines the compensation and reviews, approves and oversees the administration of plans and programs for our Named Executive Officers. This discussion should be read in conjunction with the Summary Compensation Table (including the related tables and narrative disclosures).

The Named Executive Officers for 2016 are listed below:

Named Executive Officer	Title
Judy R. McReynolds	ArcBest Chairman, President and Chief Executive Officer
Timothy D. Thorne	ABF Freight President
Jim A. Ingram(1)	ABF Logistics President
J. Lavon Morton(2)	ArcBest Senior Vice President–Risk and Chief Audit Executive
David R. Cobb	ArcBest Vice President–Chief Financial Officer

(1)On January 1, 2017, Mr. Ingram was named ArcBest Chief Operating Officer, Asset-Light Logistics.

(2)Mr. Morton retired on December 31, 2016.

Executive Summary

Our Company

ArcBestSM is a logistics company with creative problem solvers who have The Skill and The Will® to deliver integrated logistics solutions. At ArcBest We’ll Find a Way to deliver knowledge, expertise and a can-do attitude with every shipment and supply chain solution, household move or vehicle repair. We began nearly 94 years ago as an LTL carrier, ABF Freight®, and we have grown significantly over the past several years, continuing to diversify and expand our total product and service offerings to meet our customers’ needs. Effective January 1, 2017, ArcBest realigned its structure to go to market primarily under the ArcBest brand, one logistics enterprise with creative problem solvers who deliver integrated logistics solutions. The approach is to provide the best possible customer experience and present a unified identity for all of the ArcBest services, including Asset-Based services offered through the ABF Freight brand, Asset-Light services that include Expedite services offered through the Panther Premium Logistics® brand and fleet maintenance and repair services offered through FleetNet America®.

Company Performance

In 2016, Asset-Based revenue was flat, compared to 2015, as a 1.3% increase in billed revenue per hundredweight (including fuel surcharge) was offset by lower freight tonnage levels. Reduced operating income was impacted by higher costs and productivity challenges associated with freight shipments that grew at a faster rate than freight tonnage, resulting in average shipment weight and the associated shipment revenue being below 2015 levels. Asset-Light revenue increased, primarily due to acquisitions. Asset-Light profitability was impacted by operating inefficiencies associated with integration of an acquired truckload brokerage company, pricing pressure in the household goods moving business, disruption of the ocean shipping market and labor inefficiencies in ArcBest’s fleet maintenance business due to customer turnover. During 2016, Asset-Light revenue represented 30 percent of ArcBest’s total consolidated revenue before other revenue and intercompany eliminations.

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The table below summarizes our key 2016 and 2015 financial results.

2016 and 2015 Financial Highlights
	2016	2015
Stock price	$27.65	$21.39
Revenue	$2.70 billion	$2.67 billion
Operating income	$29.0 million	$75.5 million
Net income	$18.7 million	$44.9 million
Earnings per diluted share	$0.71	$1.67
Operating ratio	98.9%	97.2%

Consolidated revenue increased slightly in 2016 as a result of acquisitions made to increase the scale of ArcBest’s Asset-Light services. Consolidated operating income in 2016 was below 2015 due to reductions in profitability in both the Asset-Based and Asset-Light businesses, as well as restructuring costs related to the realignment of our corporate structure, and increases in nonunion healthcare costs. Net income and diluted earnings per share were lower due to reduced operating income but benefited from higher income from cash surrender value of life insurance policies, which is reported below the operating income line on the consolidated statements of operations, and a lower tax rate in 2016.

Executive Compensation Relative to Company Performance

While Company revenue improved slightly in 2016, profitability declined and we did not meet target performance for our incentive goals for the year, resulting in total compensation that was down an average of 24% compared to 2015 for our Named Executive Officers.

Annual Incentive Compensation:  For 2016, the annual cash incentive was awarded based on operating income and Return on Capital Employed (“ROCE”). Based on an assessment of actual Company performance as compared to the plan goals of the Company, a payout of approximately 30% of the target incentive opportunity under the 2016 annual plan was achieved as outlined further on page 34.

Long-Term Incentive Compensation:  The 2014-2016 cash long-term incentive compensation plan was based on Total Shareholder Return (“TSR”) compared to our peer group and ROCE goals. Actual Company performance as compared to the plan goals generated a payout of approximately 42% of the target incentive opportunity under the 2014-2016 plan, as outlined further on page 35.

A cash long-term incentive award opportunity for 2016-2018 was granted including metrics for ROCE and TSR consistent with the grants for 2014-2016 and 2015-2017.

Consistent with equity awards in recent years, an RSU award was granted to Named Executive Officers in 2016 to further link Named Executive Officer compensation with stock price performance and stockholder interests.

Key Compensation and Governance Policies

The Committee continually reviews the Company’s executive compensation program to maintain compensation practices that are in the best interests of our stockholders. Some of our key policies are summarized below:

What We Do:

·We tie pay to performance. The majority of executive pay is variable.

·Long-term compensation is subject to extended vesting requirements (five years for RSUs and three years for the cash long-term incentive compensation plan).

·We maintain significant stock ownership guidelines for our Named Executive Officers.

·We have a clawback policy.

·We conduct annual risk assessments of our compensation plans.

·We have an independent Compensation Committee.

·The Compensation Committee has an independent compensation consultant.

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What We Don’t Do:

·We do not provide tax gross up payments for any amounts considered excess parachute payments.

·We do not have single trigger payments upon a change in control for our Named Executive Officers.

·We do not permit the repricing of stock options without prior shareholder approval, except in connection with a transaction.

·We do not provide excessive perquisites to our Named Executive Officers.

·We do not permit hedging or pledging of Company stock.

·We do not have employment agreements with our Named Executive Officers that provide for guaranteed compensation over multiple years.

Compensation Philosophy and Objectives

The primary objectives of the Company’s executive compensation program are to:

·attract and retain highly qualified executives;

·motivate the Company’s leaders to work together as a team to deliver superior business performance;

·encourage balance between short-term results and the long-term strategic decisions needed to ensure sustained business performance over time; and

·ensure that the interests and risk tolerance of the Company’s leaders are closely aligned with those of the Company’s stockholders.

As discussed in the sections that follow, the Company uses a variety of compensation vehicles to meet its compensation philosophy and objectives. The Company does not establish a targeted mix of weightings between the various components. Both internal and external influences on our compensation program fluctuate periodically, and the Company believes that it is in the best interest of the Company, the Company’s stockholders, as well as the Named Executive Officers, to provide the Committee with the flexibility to design a compensation program appropriate to the current market environment and the Company’s goals.

Experience, scope and complexity of the position, current objectives and responsibilities, internal equity, retention needs, relative compensation of the peer group, and the executive’s performance in his/her role are all important factors used to determine the compensation of the Company’s executives.

Each Named Executive Officer is a long-term employee of the Company with tenure ranging from 10 to 27 years, resulting in a group that is very knowledgeable about the Company and the transportation industry. This knowledge is extremely valuable to both the Company and our stockholders and makes members of our management desired targets for recruitment by other transportation companies. Our compensation program is designed to prevent the loss of our existing managerial talent as well as attract future leaders for the Company.

2016 Variable vs. Fixed Compensation

One of the primary considerations in trying to implement our compensation philosophy and objectives is striking the proper balance between fixed and variable compensation. Fixed compensation ensures that the executive receives a minimum level of compensation irrespective of Company performance, which is important for retention and risk reduction. Variable compensation ties the executive’s compensation to Company performance, aligning the executive’s interests with those of the Company’s stockholders. The following charts show the significant portion of the Named Executive Officers’ 2016 target compensation that was variable and based either on reaching certain performance goals or the value of the Company’s Common Stock.

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Pay for Performance

In addition to being designed to attract and retain effective management, our compensation program also provides a strong relationship between pay and performance. The following chart illustrates how annual incentive payments track the Company’s operating income. Correlating annual incentive payments to improvements in operating income reinforces the Company’s emphasis on profitable growth.

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Response to 2016 Say on Pay Vote

In 2016, the Company held its sixth annual stockholder advisory vote on the compensation paid to our Named Executive Officers, with approximately 95% support. The Committee considered this support expressed by stockholders as well as many other factors in evaluating the Company’s executive compensation programs as discussed in this CD&A. These factors include the Committee’s assessment of the alignment of our compensation programs with our corporate business objectives, evaluations of our programs by external consultants, and review of data of a selected group of peers. Based on these considerations, the Committee did not make any changes to our executive compensation program, policies or pay levels as a result of the 2016 “say on pay” advisory vote.

Roles and Responsibilities in Determining Executive Compensation

The Committee is responsible for overseeing and approving compensation levels and incentive plans for the Named Executive Officers. The Committee approves salary levels, incentive plan performance metrics, performance goals, targets and maximum payouts, equity awards and the peer group used for benchmarking. The Committee also evaluates the need for, and the provisions of, severance arrangements for the Named Executive Officers. As a part of its responsibilities, the Committee also reviews risks associated with compensation plans.

The Committee retains an independent consultant, Meridian, to assist with the evaluation of compensation programs and award levels and to provide updates to the Committee on trends and issues related to executive compensation as well as to review executive compensation related proxy disclosures. Meridian also participates in Committee meetings, as requested by the Committee, and reviews Committee materials. See “Committees of the Board –Compensation Committee” for more information regarding the Committee’s independent consultant.

The Company has retained Mercer to provide additional consulting services at the direction of management and to assist with management’s recommendations for our peer group and executive compensation. Mercer assists management with market analysis, plan design, proxy disclosure review, and review of corporate governance practices.

From time to time, at the Committee’s request, the Company’s Chairman, President and Chief Executive Officer, Vice President–General Counsel and Corporate Secretary, Vice President–Chief Financial Officer and Chief Human Resources Officer provide analysis and recommendations to the Committee on compensation issues.

At certain meetings, the Chairman, President and Chief Executive Officer presents pay recommendations to the Committee for her direct reports. The Chairman, President and Chief Executive Officer does not make recommendations on her own compensation. Some or all of the previously-listed individuals are routinely invited by the Committee to attend Committee meetings in order to provide information relating to matters the Committee is considering. None of the previously-listed individuals participate in discussions concerning their own pay or attend Committee executive sessions, except to the extent requested by the Committee.

Management formulates its recommendations with assistance from Mercer. The Committee considers management recommendations and discusses proposals with Meridian before making decisions on compensation to be provided to the executives. The Committee feels these discussions provide valuable insight in making compensation decisions; however, the Committee alone approves all pay decisions for the Named Executive Officers.

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Determining Appropriate Pay Levels and Linkage to Objectives

The Committee evaluates Named Executive Officers’ compensation by analyzing two general categories: (i) short-term cash compensation and (ii) long-term incentive compensation.

Short-Term Cash Compensation						Long-Term Incentive Compensation
Base Salary	+	Annual Cash Incentive (1-Yr. Financial Goals)	=	Total Short-Term Cash Compensation	+	Cash Long-Term Incentive (3-Yr. Financial & Market Goals)	+	Equity Awards (5-Yr. vesting)	=	Total Direct Compensation

Although the Committee also reviews retirement, perquisites and other benefits such as the 401(k) plan and health and welfare benefits, these benefits are not referenced against market data or used in determining direct compensation levels. These benefits are more fully described in the “Retirement and Other Benefits” and the “Perquisites” sections of this CD&A.

The Committee compares our compensation levels with the compensation levels of executives at similar peer entities in our industry to determine whether the Company is providing competitive compensation within the market in which we compete for qualified executives. For base salary, the Company targets the 50th percentile of the market (i.e., the peer group described below) for Named Executive Officers. Annual cash incentives are designed to deliver total cash compensation (salary and annual incentives) exceeding the 50th percentile of the market only when the Company performs above target performance levels. Total direct compensation, including base salary, annual cash incentives, long-term cash incentives and equity awards, is also targeted to exceed the 50th percentile of the market only when the Company exceeds target performance levels. Although the Committee considers these targets, compensation for each executive may vary from the targets based on the executive’s experience, the scope and complexity of the position, current objectives and responsibilities, internal equity, the executive’s performance in his/her role and retention needs.

Due to the strong performance orientation of the annual cash incentive, as discussed on page 34, and the long-term cash incentives, as described on page 35, the Committee is satisfied that above-median total cash and total direct compensation will only be awarded when the Company performs above market levels. In setting performance goals for the annual and long-term incentive plans, the Committee references the historical ROCE of the S&P 500 companies. The S&P 500 is an appropriate performance benchmark because it is a broad-based group of companies in leading industries in the United States. The S&P 500 reflects the risk and return characteristics of the broader market on an on-going basis. While the S&P 500 includes companies that are larger than the Company, the performance of these companies reflects stable, well-managed organizations. Performance at or above the level of the S&P 500 companies is considered acceptable performance by management and worthy of performance-based incentive payments. In addition, for long-term incentives, the Company uses TSR relative to the below listed peer group to more directly align the cash long-term incentive plan with above-market shareholder value creation.

Mercer conducted an in-depth market analysis in 2016 for the Company’s executive compensation program. The review covered all key components of target compensation including base salary, target annual incentive, target long-term incentives and target total direct compensation. Both peer proxy data and compensation survey data were used in the review. No changes were made to the total direct compensation for Named Executive Officers in 2016 because the total direct compensation was generally within the desired range.

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Peer Group. Each year, the Committee, with input from Meridian, reviews the current peer group using criteria such as market capitalization and revenues. Management also makes recommendations for our peer group, with input from Mercer. The peer group is designed to be composed of the companies with which we compete in the transportation and logistics industry and for executive talent. The Committee uses the peer group to analyze market compensation rates for its Named Executive Officers and as the performance peer group for the TSR component of the cash long-term incentive plan. Following the Committee’s review, the Committee determined that no changes to the peer group were warranted in 2016.

Our peer group for 2016 is provided in the table below.

Company Name	Revenue in 2016 ($ millions)
ArcBest Corporation	$ 2,700
Echo Global Logistics, Inc.	1,716
Forward Air Corporation	983
Hub Group, Inc.	3,573
J.B. Hunt Transport Services, Inc.	6,555
Landstar System, Inc.	3,168
Old Dominion Freight Line, Inc.	2,992
Roadrunner Transportation Systems, Inc.	1,995*
Saia, Inc.	1,218
Swift Transportation Company	4,032
Werner Enterprises, Inc.	2,009
XPO Logistics, Inc.	14,619
YRC Worldwide Inc.	4,698

*2015 revenue is included for purposes of this table because 2016 revenue for Roadrunner was not available as of the date of this proxy statement.

Components of Compensation

Base Salary.  Base salaries for Named Executive Officers are reviewed by the Committee on an annual basis. In establishing base salaries, the Committee reviews the following:

·the Company’s compensation philosophy and objectives as described above, including consideration of the executive’s experience, the scope and complexity of the executive’s position, current objectives and responsibilities, internal equity and retention needs;

·market analysis;

·input from the Committee’s independent consultant, Meridian;

·economic and inflationary factors;

·the Company’s recent and historical financial performance;

·the Company’s strategic plans;

·the resources of the Company; and

·the Chairman, President and Chief Executive Officer’s recommendations (on positions other than her own).

The Committee does not assign a specific weighting to any of these factors.

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In its review of the base salary of each Named Executive Officer in October 2016, the Committee considered the market data available for our peer group and the performance of the officer to determine salary changes. There were no increases in base salary during 2016 for the Named Executive Officers. The chart shows the current annual base salary rate in effect as of December 31 for each Named Executive Officer for 2015 and 2016.

	Base Salary at December 31, 2015	Base Salary at December 31, 2016
Judy R. McReynolds	$660,000	$660,000
Timothy D. Thorne	$400,000	$400,000
Jim A. Ingram	$355,000	$355,000
J. Lavon Morton	$340,000	$340,000
David R. Cobb	$315,000	$315,000

Annual Cash Incentive Compensation.  The annual cash incentive for 2016 was based on the Company’s ROCE and operating income improvement, as it has been in prior years. Each of the two performance metrics were equally weighted. Operating income is generally determined as operating income as shown by the consolidated financial statements (adjusted for nonrecurring or unusual items and other items set forth in the 2005 Ownership Incentive Plan). The use of improvement in operating income reinforces the Company’s emphasis on profitable growth. ROCE is generally calculated by dividing net income (adjusted for nonrecurring or unusual items and other items set forth in the 2005 Ownership Incentive Plan) by average adjusted debt plus average equity for the applicable period. The Committee and management believe that ROCE keeps participants focused on the profitable use of Company resources, which increases the value of the Company to its stockholders. Additionally, ROCE is a valuable motivational tool since it can be calculated throughout the year by participants.

As discussed on page 32, the ROCE incentive award performance target and scale are based on the historical average ROCE for the S&P 500 publicly traded companies over longer periods of time.

Each Named Executive Officer’s target incentive opportunity is expressed as a percentage of their base salary earned during the year for which the incentive is earned. The following table shows the incentive targets for the 2016 fiscal year for the annual incentive program:

	Annual Target Incentive (% of Base Salary)
Judy R. McReynolds	100%
Timothy D. Thorne	70%
Jim A. Ingram	65%
J. Lavon Morton	60%
David R. Cobb	55%

Mr. Cobb became CFO effective January 1, 2015. As a step toward moving Mr. Cobb’s target annual incentive closer to the 50th percentile of the peer group, his Target Incentive for 2016 was increased from 50% to 55% of base salary earned during 2016. No changes were made to the annual incentive opportunity for any other Named Executive Officers during 2016.

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The following tables show the performance factor applied to varying levels of performance for each of the two performance metrics utilized for fiscal year 2016. The performance factor earned for performance at levels between those indicated below is calculated using straight-line interpolation. The operating income component was capped at a 200% performance factor and the ROCE component was capped at a 300% performance factor.

Operating Income Improvement	Performance Factor Earned
<$0	0%
+$0	25%
+$14 million	100%
+$58 million	200%

ROCE % Achieved	Performance Factor Earned
<5%	0%
5%	50%
10%	100%
15%	300%

Actual operating income improvement achieved for the 2016 fiscal year was less than the threshold performance amount of $0 and as such, the performance factor for the operating income portion of the incentive was 0%. Our ROCE for 2016 was 6.00%, resulting in a performance factor of 60%. Combining the two resulting performance factors (weighted 50% each) produced a payout of 30% of the target incentive opportunity. Actual payouts for 2016 performance are shown below:

	2016 Target Annual Incentive Opportunity	Actual 2016 Annual Incentive Plan Payout
Judy R. McReynolds	$660,000	$198,000
Timothy D. Thorne	$280,000	$84,000
Jim A. Ingram	$230,750	$69,225
J. Lavon Morton	$204,000	$61,200
David R. Cobb	$173,250	$51,975

Long-Term Compensation. The target incentive opportunity for our long-term compensation is expressed as a percent of base salary, with 50% of the target awarded as performance based three-year cash long-term incentive compensation and 50% as time-vested equity awards. Both long-term cash and long-term equity awards are granted under the Company’s 2005 Ownership Incentive Plan. The following table shows the incentive targets for long-term incentive compensation awarded in 2016:

	Cash Long-term Incentive Compensation (% of Base Salary)	RSU Value (% of Base Salary)	Total Long-Term Compensation Target Incentive Opportunity (% of Base Salary)
Judy R. McReynolds	90.0%	90.0%	180.0%
Timothy D. Thorne	70.0%	70.0%	140.0%
Jim A. Ingram	70.0%	70.0%	140.0%
J. Lavon Morton	67.5%	67.5%	135.0%
David R. Cobb	62.5%	62.5%	125.0%

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The value of the Long-Term Compensation Target Incentive Opportunity established for each Named Executive Officer was based, in large part, on the Named Executive Officer’s position within the Company. Because half of the long-term compensation targeted above is delivered in the form of equity awards, the Committee also considers the number of shares available for grant, the number of previously granted awards currently outstanding, the burn rate and potential shareholder dilution. No changes were made to the long-term incentive opportunity for any Named Executive Officer during 2016.

Cash Long-Term Incentive Compensation. The Committee has awarded three-year cash incentive opportunities annually since 2006.

In February 2016, the Committee granted a three-year cash long-term incentive plan award for January 1, 2016 through December 31, 2018 using the same components used in recent years.

Cash Long-Term Incentive Plan Components	Weighting
Relative TSR Component	50%
ROCE Component	50%

Management and the Committee believe that the combination of performance measures in the cash long-term incentive plan places an emphasis on the efficient use of corporate assets to create profitable growth during the measurement period and rewards participants when they outperform their peer group. The relative TSR component is intended to more directly align the plan with shareholder value creation relative to our peers while the ROCE component aligns management’s interest with our profitability and appropriate employment of capital.

The payout opportunity for the relative TSR Component is based on the percentile rank of the Compounded Annual Growth Rate (“CAGR”) of our TSR relative to our peer group over the three-year measurement period. The TSR with respect to the Company and each peer company equals the annualized rate of return reflecting price appreciation between the beginning 60-day average share price (ending December 31 of the year immediately prior to the beginning of the measurement period) and the ending 60-day average share price (ending December 31 of the final year of the measurement period), adjusted for dividends paid and the compounding effect of dividends paid on reinvested dividends. CAGR converts the total return into a value that indicates what the return was on an annual basis for the three-year period. The performance peer group for the TSR component of the 2016-2018 cash long-term incentive plan is listed in the “Determining Appropriate Pay Levels and Linkage to Objectives” section of the CD&A.

For the ROCE Component, the three-year average goal is based on historical averages for S&P 500 publicly traded companies over longer periods of time, as discussed on page 32. ROCE is generally calculated by dividing net income (adjusted for nonrecurring or unusual items and other items set forth in the 2005 Ownership Incentive Plan) by average debt plus average equity for the applicable period.

As described above, the Named Executive Officers have a target incentive opportunity expressed as a percent of base salary. Base salary is determined based on the average base salary earned during the three-year performance period.

The following tables show the performance factor that will be applied to varying levels of possible performance for each of the two performance metrics utilized for the 2016-2018 cash long-term incentive plan. The performance factor earned for performance at levels between those indicated below is calculated using straight-line interpolation. The Relative TSR component was capped at a 200% performance factor and the ROCE component was capped at a 300% performance factor. Payments for the 2016-2018 cash long-term incentive plan, if any, will be made in early 2019.

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Relative TSR	Performance Factor Earned for Relative TSR
< 25th percentile	0%
25th percentile	25%
50th percentile	100%
75th percentile	200%

ROCE % Achieved	Performance Factor Earned on ROCE
<5%	0%
5%	50%
10%	100%
15%	300%

The performance period for the 2014-2016 cash long-term incentive compensation plan ended on December 31, 2016. The actual TSR percentile rank was 7.30 and ROCE was 8.38% as calculated under the terms of the 2014-2016 cash long-term incentive compensation plan. Combining the resulting two performance factors (weighted 50% each) produced a payout of 42% of the target incentive opportunity as reflected in the table below. The performance factor table for the 2014-2016 award can be found in our proxy statement for our 2015 Annual Meeting of Stockholders.

	2014-2016 Target Cash Long-Term Incentive Opportunity	Actual 2014-2016 Long-Term Incentive Plan Payout
Judy R. McReynolds	$533,894	$223,654
Timothy D. Thorne	$233,273	$97,720
Jim A. Ingram	$254,923	$106,790
J. Lavon Morton	$225,783	$94,583
David R. Cobb	$172,140	$72,111

Equity Long-Term Incentive Compensation. To help align executive interests with those of stockholders, the Company grants RSU awards. As described above, the number of RSUs granted to our Named Executive Officers is based on a target incentive opportunity expressed as a percent of annual base salary in effect at the time of the award approval. At the time of the RSU grant in 2016, our stock price was depressed. To determine the number of RSUs to grant to our Named Executive Officers, the Committee used a stock price of $20 instead of the actual stock price, resulting in a lower value delivered to our Named Executive Officers. The Committee took this approach to minimize the dilutive impact of granting a fixed value while the stock price was depressed.

Named Executive Officer	Target Award Value	Reduced Target Award Value for 2016	RSUs Granted in 2016
Judy R. McReynolds	$594,000	$461,241	29,700
Timothy D. Thorne	$280,000	$217,420	14,000
Jim A. Ingram	$248,500	$192,572	12,400
J. Lavon Morton	$229,500	$178,595	11,500
David R. Cobb	$196,875	$152,194	9,800

The Committee believes the award of RSUs with five-year cliff vesting facilitates the Named Executive Officers’ accumulation of an equity interest in the Company and helps to retain key talent. This vesting schedule also assists the Named Executive Officers in complying with the Stock Ownership Policy. Stock will be issued in settlement of the RSUs on the regular five-year vesting date or, if earlier, at the time the Named Executive Officer’s employment terminates due to retirement, death or disability. See “Outstanding Equity Awards at 2016 Fiscal Year-End” for additional information regarding these awards.

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Ownership and Retention Policy. The Committee believes that the Named Executive Officers should maintain meaningful equity holdings in the Company in order to align their interests with those of the Company’s stockholders. The Board adopted a Stock Ownership Policy (the “Policy”) for Named Executive Officers, which provides that they must own stock with a value equal to or greater than the following multiple of their base salary.

Position Title	Stock Ownership Multiple
ArcBest Chairman, President and CEO	3 x base salary
Other Named Executive Officers	2 x base salary

Participants are prohibited from selling any Company stock (except to pay the taxes generated as a result of equity grants or vesting) until the ownership requirement is attained. Stock owned in a Company-sponsored retirement plan, restricted stock, RSUs and stock owned outright each count toward the ownership requirement. The Committee monitors ownership levels annually. The Committee reserves the right to amend or terminate the Policy at any time or waive the restrictions for any individual at its sole discretion. As of the last review which took place in April 2016, all Named Executive Officers have met or exceeded their ownership requirement.

Equity Award Practices. The Committee’s policy for granting equity awards states:

·the Committee is responsible for granting equity-based compensation for all employees;

·the award dates for each grant are five business days following the Company’s applicable quarter’s earnings release;

·the exercise price or value of the grant is determined by reference to the closing price of the Common Stock on the specified award date;

·the number of shares/units awarded will be based on stated dollar amounts for each participant unless otherwise approved by the Board; and

·any award which does not conform to these policy requirements must be approved by the Board.

Retirement and Other Benefits. The Named Executive Officers are eligible to participate in retirement and benefit programs as described below. The Committee generally reviews the overall cost to the Company of the various programs on an annual basis or when changes are proposed. The Committee believes the benefits provided by these programs continue to be important factors in attracting and retaining the overall officer group, including the Named Executive Officers. However, in recent years, these benefits have become more limited as their cost rose and general compensation trends moved away from providing additional benefits under defined benefit retirement plans.

Prior to 2009, the Company provided Named Executive Officers with the predominant portion of their long-term compensation through post-employment payments under the Supplemental Benefit Plan (the “SBP”) and Deferred Salary Agreements (“DSA”) retirement programs described on page 39. All benefits under these plans have been frozen, and officers now receive a significant portion of their long-term compensation through the performance plans previously described. As officers promoted or hired after the SBP and DSA freeze, Messrs. Thorne, Ingram and Cobb are not participants in the SBP or DSA.

Following are the various benefit programs in which the Named Executive Officers have either active or frozen participation.

401(k) and DC Retirement Plan – The Company maintains the ArcBest 401(k) and DC Retirement Plan for eligible noncontractual employees. The Named Executive Officers are eligible to participate in this plan on the same basis as all other eligible employees. The Company matches 50% of the employee’s contributions up to a maximum of 6% of the employee’s eligible earnings subject to the Internal Revenue Service (“IRS”) annual compensation limit.

After the freeze of the accrual of benefits for active participants of the ArcBest Corporation Pension Plan (the “Pension Plan”) effective on July 1, 2013 as described below, the former Pension Plan participants, including the Named Executive Officers, became eligible for Discretionary Defined Contributions. Discretionary Defined Contributions were originally established for those hired after the Pension Plan was frozen to new participants effective December 31, 2005. The Discretionary Defined Contributions are made by the Company and determined annually based on the operating results of the Company and made to the participant’s ArcBest 401(k) and DC Retirement Plan account. The amount of the Discretionary Defined

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Contribution is based on a percentage of annual eligible compensation (generally wages and incentive payments).

Voluntary Savings Plan (“VSP”) – The ArcBest VSP is a nonqualified plan created to offset the IRC limitations on contributions to the Company’s 401(k) plan for certain eligible officers, including the Named Executive Officers. The Company does not match contributions to the VSP. See the “2016 Non-Qualified Deferred Compensation” section for a more detailed description of the VSP.

Health and Welfare Plans – The Company provides medical, dental, vision, life insurance and disability benefits to all eligible noncontractual employees. The Named Executive Officers are eligible to participate in these benefit plans on the same basis as all other eligible noncontractual employees. The Named Executive Officers also have individual long-term disability policies paid by the Company that supplement the group disability policy.

Officer Life Insurance – Corporate officers and certain other subsidiary officers, including the Named Executive Officers, are provided with life insurance coverage of $1 million in the event they suffer accidental death while traveling on Company business.

Post-Employment Supplemental Medical Policy (“Executive Medical Policy”) – Corporate officers and certain other subsidiary officers and their eligible dependents have lifetime health coverage under the Company’s Executive Medical Policy following their termination of employment after age 55 with 10 years of service. The health coverage is provided through a fully insured third-party provided health plan. Eligible retired officers from age 55 to 60 pay a premium to the Company, historically equivalent to the then current COBRA rate applicable to qualifying former employees. From age 60 to 65, a retired officer is required to reimburse the Company an amount historically equivalent to the then current premium paid for health coverage by active officers of the Company. For retired officers age 65 and over, reduced premiums are charged by the Company for continued retiree coverage.

The Executive Medical Policy provides that coverage will be forfeited if the officer becomes an employee, consultant or director of, or has an ownership interest in, any competitor of the Company.

Supplemental Benefit Plan – Prior to 2010, the Company maintained a noncontributory, unfunded supplemental pension benefit plan that supplemented benefits under the Pension Plan. Under the SBP, the Company will pay sums in addition to amounts payable under the Pension Plan to eligible officers, including eligible Named Executive Officers. The SBP has been frozen since December 31, 2009. See the “2016 Pension Benefits” section for more information.

Deferred Salary Agreements – The Company and ABF Freight also have unfunded, noncontributory DSAs with certain of their officers. No Named Executive Officers are active participants in the DSA; however, Ms. McReynolds and Mr. Morton have frozen benefits under the DSAs. See the “2016 Pension Benefits” section for more information.

Pension Plan – Eligible Named Executive Officers also participated in the Company’s noncontractual defined benefit Pension Plan on the same basis as other eligible noncontractual employees. Participation in the Pension Plan was closed to new entrants effective December 31, 2005. Named Executive Officers, excluding Mr. Cobb who was hired after the close date, remained active participants in the Plan with other eligible noncontractual employees until July 1, 2013 when participants’ final average compensation and years of credited service were frozen. See the “2016 Pension Benefits” section for more information on the benefit and terms and conditions of the Pension Plan.

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Perquisites. Perquisites provided by the Company are generally limited to situations where there is some related business benefit to the Company, such as personal travel cost associated with spousal attendance at Company or industry events. See the “Summary Compensation Table” for a listing of the reportable perquisites for the Named Executive Officers.

Retirement of, and Consulting Agreement with, Mr. Morton

Mr. Morton retired from the Company on December 31, 2016. Because Mr. Morton’s termination was a normal retirement under the Company’s plans and programs, he will receive certain payments under the Company’s annual and long-term incentive programs and retirement plans. Following the required six-month waiting period under Section 409A of the IRC, Mr. Morton will receive shares as a result of settlement of vested RSUs. In addition, Mr. Morton and his spouse participate in the Company’s fully insured third-party executive medical plan that is provided upon retirement. Mr. Morton is responsible for paying a reduced monthly premium for this coverage. Detailed information about these payments and benefits is included in the Summary Compensation Table (and narrative to the table), “2016 Pension Benefits” table, “2016 Non-qualified Deferred Compensation” table, as well as the section below entitled “Potential Payments upon Termination or Change in Control.”

Because of Mr. Morton’s strong connections in the industry and his decades of experience, we have asked him to make himself available to us to help ensure a smooth transition. In addition, we wanted to ensure Mr. Morton does not compete or solicit employees or customers. Therefore, on January 31, 2017, the Company and Mr. Morton entered into a consulting agreement under which Mr. Morton agreed to provide consulting services to the Company for a term of one year (the “Consulting Agreement”) and further agreed (i) not to compete with us during the term of the Consulting Agreement and for 12 months thereafter, and (ii) not to solicit our employees or customers during the term of the Consulting Agreement. In exchange for the services provided, Mr. Morton will be paid $60,000 at the end of the term. The term of the Consulting Agreement can be extended upon mutual agreement of Mr. Morton and the Company.

Employment Agreements and Change in Control Provisions

None of our Named Executive Officers is party to an employment agreement with the Company. However, the Named Executive Officers do participate in the 2012 Change in Control Plan for certain senior officers of the Company. The Committee believes this plan serves the best interests of the stockholders since it helps retain executives during uncertain times leading up to and immediately following a change in control. By providing fair compensation in the event of termination following a change in control, the plan allows the executives to reasonably evaluate potential actions without concern over how it may impact them financially.

The plan provides the following benefits if an eligible executive is involuntarily terminated within 24 months following a change in control:

(i)	a cash payment (for Ms. McReynolds the payment is two times her base salary plus two times her average annual cash incentive for the previous three years, and for other Named Executive Officers the payment is equal to the executive’s base salary plus his average annual cash incentive for the previous three years);
(ii)	a prorated annual incentive payment for the year of termination;
(iii)	prorated cash long-term incentive payments;
(iv)	full vesting of all equity awards; and
(v)	a lump sum payment adequate to cover medical and dental premiums for 24 months.

In addition, upon a change in control, benefits under the DSA will automatically vest. Also, if the equity awards are not replaced with awards of equal value upon a change in control, then they will also vest. If the awards are replaced by the successor company and the Named Executive Officer is terminated within 24 months of the change in control, he/she shall become vested as of the termination date in any unvested equity awards.

The benefits are intended to provide the officer participants with a reasonable severance package that is based on the value the officers have created and is realized by the Company’s stockholders in the event of a change in control. None of the change in control provisions requires the Company to gross-up a Named Executive Officer for taxes they may owe on change in control benefits including any excise taxes under IRC Section 4999. Under the terms of the 2012 Change in Control Plan, a best-net calculation will be performed to determine whether change in control benefits due to the Named Executive Officers should be reduced (so no excise tax will be imposed under IRC

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Section 4999) or should be paid in full (with any excise taxes resulting to be paid in full by the Named Executive Officer). See “Potential Payments upon Termination or Change in Control” for additional information regarding the provisions of the 2012 Change in Control Plan.

Clawbacks

The Committee has implemented a policy for the “clawback” of any bonus or incentive compensation awarded to any executive officer, including a Named Executive Officer, whose misconduct contributed to the Company being required to restate its financial statements. Under the terms of the policy, the Board may require reimbursement of any bonus or incentive compensation awarded or cancel unvested RSUs or deferred stock awards previously granted to the executive officer under the following scenarios:

·the amount of the bonus or incentive compensation was calculated based on financial results that were subsequently the subject of the restatement;

·the executive officer engaged in intentional misconduct that caused or partially caused the need for the restatement; and

·the amount of the bonus or incentive compensation that would have been awarded to the executive officer had the results been properly reported would have been lower than the amount actually awarded.

Anti-hedging and Pledging Policies

All Company officers, including Named Executive Officers, are subject to the Insider Trading Agreement which prohibits certain transactions in the Company’s securities, including the purchase or sale of puts, calls, options or other derivative securities based on the Company’s securities. The policy also prohibits monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership, short-selling Company securities or “selling against the box” (failing to deliver sold securities), as well as any other hedging or pledging transaction involving the Company’s securities.

Tax Implications

Deductibility of Executive Compensation. Section 162(m) of the IRC generally precludes a publicly traded company from taking a federal income tax deduction for annual compensation in excess of $1 million per individual paid to its Chief Executive Officer or the other three most highly compensated officers of the Company (other than the Chief Executive Officer or Chief Financial Officer). Under Section 162(m), certain compensation, including “performance-based compensation,” is excluded from this deduction limitation. It is generally the Committee’s intent to structure compensation paid to the officers to be fully deductible. However, the Committee may award compensation that is not fully deductible if it determines that such awards are consistent with its compensation philosophy and in the best interests of the Company and its stockholders.

IRC Section 280G applies to payments made to executives of a company in connection with a change in control and prohibits the deduction of any “excess parachute payment.” Benefits payable under the 2012 Change in Control Plan as well as accelerated vesting of equity awards and annual and long-term cash incentives could result in “excess parachute payments” that are not deductible by the Company. For more information regarding amounts payable and benefits available upon the occurrence of certain changes in control, see “Executive Compensation – Potential Payments upon Termination or Change in Control.”

Non-Qualified Deferred Compensation. The Company designs and operates its nonqualified deferred compensation arrangements in a manner that is intended to be exempt or compliant with Section 409A of the IRC and the final regulations issued thereunder.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis with management, and based on the review and discussions, the Compensation Committee recommended to the Board that it be included in the Company’s 2016 Annual Report and the Company’s 2017 Proxy Statement.

Committee Members

Stephen E. Gorman, Chair

John W. Alden

Eduardo F. Conrado

Craig E. Philip

Compensation Committee Interlocks and Insider Participation

None of the Compensation Committee members are officers or employees or former officers or employees of the Company. No executive officer of the Company serves as a member of the Board of any other entity or the Compensation Committee of any other entity that has one or more executive officers serving as a member of the Board or Compensation Committee. Messrs. Gorman, Alden and Conrado and Dr. Philip served on the Compensation Committee in 2016. Mr. Morris also served on the Compensation Committee in 2016 until his retirement from the Board on October 31, 2016.

Summary Compensation Table

The following table sets forth compensation paid for the fiscal years indicated for our 2016 Named Executive Officers.

								Change in
								Pension Value and
Name and Principal Position	Year	Salary		Stock Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
		($)		($)(1)		($)(2)		($)(3)		($)(4)		($)
Judy R. McReynolds	2016	$	660,000	$	461,241	$	421,654	$	26,498	$	42,471	$	1,611,864
ArcBest President and CEO	2015	642,500		543,915		1,009,070		16,745		48,722		2,260,952
	2014	600,000		329,312		1,309,673		45,704		37,443		2,322,132
Timothy D. Thorne(5)	2016	400,000		217,420		181,720		14,135		40,270		853,545
ABF Freight President	2015	387,500		255,960		354,645		4,765		22,359		1,025,229
Jim A. Ingram	2016	355,000		192,572		176,015		15,452		28,210		767,249
ABF Logistics President	2015	345,000		227,520		432,411		600		22,187		1,027,718
	2014	330,000		200,800		483,633		39,641		19,321		1,073,395
J Lavon Morton(6)	2016	340,000		178,595		155,783		25,955		14,873		715,206
ArcBest Senior Vice President–	2015	330,000		209,745		386,137		13,195		20,149		959,226
Risk and Chief Audit Executive	2014	307,000		180,720		404,817		12,448		19,740		924,725
David R. Cobb(5)	2016	315,000		152,194		124,086		–		14,391		605,671
ArcBest Vice President–	2015	307,494		181,305		275,229		–		19,599		783,627
Chief Financial Officer

(1)The amounts reflect the aggregate grant date fair value of RSU awards granted to the Named Executive Officers on May 6, 2016 under the 2005 Ownership Incentive Plan, computed in accordance with FASB ASC Topic 718, determined without regard to estimated forfeitures and adjusted for present value of dividends. The actual value realized by the officer as a result of these awards will vary based on a number of factors, including the Company’s performance, stock price fluctuations and applicable vesting. No dividends are paid to Named Executive Officers on RSUs granted after January 1, 2015. See Note K

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to the consolidated financial statements in the Company’s 2016 Annual Report for additional detail regarding share-based compensation.

(2)Reflects cash compensation earned during 2016 and paid in February 2017 from the annual incentive plan and cash compensation paid in January 2017 earned from the 2014-2016 cash long-term incentive plan. See the “2016 Grants of Plan-Based Awards” table and the CD&A for additional information on the 2016 annual incentive plan award and the cash long-term incentive plan.

	McReynolds		Thorne		Ingram		Morton		Cobb
Annual Incentive Plan	$	198,000	$	84,000	$	69,225	$	61,200	$	51,975
C-LTIP	223,654		97,720		106,790		94,583		72,111
Total	$	421,654	$	181,720	$	176,015	$	155,783	$	124,086

(3)Reflects the increase in actuarial present value during 2016 of each Named Executive Officer’s accumulated benefit under the Company’s legacy Pension Plan, SBP and DSAs. The values reported are determined using the same assumptions as used by the Company for financial reporting purposes for the Company’s Pension Plan, SBP and DSAs. See “2016 Pension Benefits” for additional information on these plans. Interest rate indexes used in determining present values increased in some periods resulting in some negative year over year changes in the Pension Plan and SBP. Negative values are not reported in the table.

The 2016 change in actuarial present value by plan is as follows:

	McReynolds		Thorne		Ingram		Morton		Cobb
Pension Plan	$	11,918	$	14,135	$	15,452	$	25,955	$	–
Supplemental Benefit Plan	8,286		–		–		–		–
Deferred Salary Agreement	6,294		–		–		–		–
Total Increase	$	26,498	$	14,135	$	15,452	$	25,955	$	–

Earnings with respect to outstanding vested RSUs are not above market and are not included in this column. See “2016 Non-Qualified Deferred Compensation” for additional information on RSUs.

(4)All Other Compensation for 2016 consists of the following:

	McReynolds		Thorne		Ingram		Morton		Cobb
401(k) Company Match	$	7,950	$	7,950	$	7,950	$	7,950	$	7,950
DC Contribution	5,300		5,300		5,300		5,300		5,300
Long-Term Disability Premiums	1,931		1,726		958		1,443		961
24-Hour Accidental Death Premiums	180		180		180		180		180
Perquisites(i)	23,757		20,349		10,018		–		–
Gross-Ups(ii)	3,353		4,765		3,804		–		–
Total Other Compensation	$	42,471	$	40,270	$	28,210	$	14,873	$	14,391

(i)Perquisite values for Ms. McReynolds and Messrs. Thorne and Ingram include expenses for spousal travel to Company or industry events and any related Company lost tax deduction resulting from the spouse accompanying the Named Executive Officer on a Company airplane. In general, the Company’s executive officers are not allowed to use corporate aircraft for personal trips. When appropriate for business purposes, executive officers’ spouses are permitted to accompany them on trips. Executive officers are also permitted to invite their spouse or other personal guests to occasionally accompany them on business trips when space is available. When the spouse’s or guest’s travel does not meet the IRS standard for “business use,” the cost of that travel, determined under the IRS Standard Industrial Fare Level, is imputed as income to the executive officer, and if the spouse’s travel was related to a business purpose, the Company will reimburse the executive officer for the associated income tax resulting from the imputed income. Ms. McReynolds’ perquisite value includes a Christmas gift from the Company (the Company also provides a Christmas gift to each of the other Board members).

The Company determines the cost of personal use of Company aircraft using all aircraft operating costs and total flight hours as prescribed by IRS Notice 2005-45 and related regulations. Under IRS rules, spousal travel on a business trip is generally considered nonbusiness travel. The incremental cost to the Company included in the perquisite values above is based on the Company’s incremental effective income tax rate.

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(ii)Tax gross-ups for Ms. McReynolds and Messrs. Thorne and Ingram are for spousal travel to a Company or industry event.

(5)Messrs. Thorne and Cobb were not Named Executive Officer’s for 2014. Accordingly, the table includes Messrs. Thorne and Cobb’s compensation for 2015 and 2016 only.

(6)Mr. Morton retired as ArcBest Senior Vice President, Tax and Chief Audit Executive effective December 31, 2016.

2016 Grants of Plan-Based Awards

The following table provides information related to non-equity and equity-based awards made to the Named Executive Officers for the 2016 fiscal year:

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2, 3)			All Other Stock Awards
Name	Award Type (1)	Approval Date (2, 3, 4)	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards ($)(4)
	AIP	02/22/2016	02/22/2016	$    –	$  660,000	$1,650,000
Judy R. McReynolds	RSU	04/25/2016	05/06/2016				29,700	$  461,241
	C-LTIP	02/22/2016	02/22/2016	–	605,969	1,514,923
	AIP	02/22/2016	02/22/2016	–	280,000	700,000
Timothy D. Thorne	RSU	04/25/2016	05/06/2016				14,000	217,420
	C-LTIP	02/22/2016	02/22/2016	–	285,642	714,105
	AIP	02/22/2016	02/22/2016	–	230,750	576,875
Jim A. Ingram	RSU	04/25/2016	05/06/2016				12,400	192,572
	C-LTIP	02/22/2016	02/22/2016	–	253,507	633,768
	AIP	02/22/2016	02/22/2016	–	204,000	510,000
J. Lavon Morton	RSU	04/25/2016	05/06/2016				11,500	178,595
	C-LTIP	02/22/2016	02/22/2016	–	234,124	585,311
	AIP	02/22/2016	02/22/2016	–	173,250	433,125
David R. Cobb	RSU	04/25/2016	05/06/2016				9,800	152,194
	C-LTIP	02/22/2016	02/22/2016	–	211,108	527,771

(1)Award Types:

AIP = annual incentive compensation plan

RSU = restricted stock units granted under the 2005 Ownership Incentive Plan

C-LTIP = three-year cash long-term incentive compensation plan (2016-2018 plan period)

(2)The performance criteria for the 2016 annual incentive plan award were approved by the Committee on February 22, 2016. Amounts shown in the “Estimated Future Payouts under Non-Equity Incentive Plan Awards” column with respect to the 2016 annual incentive plan award represent the target and maximum payment levels of the 2016 annual incentive plan. The target amount reflected is calculated based on base salary earned in 2016. Awards under the annual incentive plan are described in greater detail in the narrative following this table and in “Compensation Discussion & Analysis – Components of Compensation – Annual Cash Incentive Compensation.” The actual amount of the annual incentive plan award paid for 2016 performance with respect to each Named Executive Officer is set forth in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”

(3)The performance criteria for the 2016-2018 cash long-term incentive compensation plan award were approved by the Committee on February 22, 2016. Amounts shown in the “Estimated Future Payouts under Non-Equity Incentive Plan Awards” column represent the threshold, target and maximum payment levels with respect to cash long-term incentive compensation plan awards granted in 2016. The incentive amounts are based on the average of (i) actual base salary amounts earned in 2016 to each Named Executive Officer during 2016, (ii) a projected level of base salary for 2017, based

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on each Named Executive Officer’s base salary as of December 31, 2016, and (iii) a projected level of base salary for 2018, based on each Named Executive Officer’s base salary as of December 31, 2016. Amounts for Mr. Morton were calculated using the same methodology as if he continued to serve as an employee through the end of the 2016-2018 performance period. Awards under the cash long-term incentive compensation plan are described in greater detail in the narrative following this table and in “Compensation Discussion & Analysis – Components of Compensation – Cash Long-Term Incentive Compensation.”

(4)The RSU award was approved by the Committee on April 25, 2016. As provided in the equity award policy, the grant date for the award was five business days following the quarter’s earnings release which was May 6, 2016. Reflects the grant date fair value ($15.53 per share), computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures and adjusted for present value of dividends, of RSU awards made under the 2005 Ownership Incentive Plan on May 6, 2016.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Non-Equity Incentive Compensation

Annual Incentive Compensation Plan: Annual incentive compensation plan awards earned are generally paid as soon as administratively practicable following the date the awards are calculated and approved, but no later than March 15 of the year following the year to which the performance goals relate. Participants generally must be employed on the payment date in order to receive payment of their earned annual incentive compensation plan awards. However, if a participant terminates during the plan year due to early retirement (age 55 with 10 years of service), normal retirement (age 65), death or disability, such participant remains eligible to receive a prorated annual incentive compensation plan award, provided, in the case of early or normal retirement, the individual has been a participant for at least 90 days during the plan year. Payment of the prorated incentive, if any, is made at the end of the measurement period and based upon actual performance results. Upon any other termination, a participant’s award will be forfeited, unless the Committee, in its discretion, decides that a prorated award should be paid. The 2012 Change in Control Plan provides for immediate payment of an earned award upon a qualified termination following a change in control, except where payment must be delayed six months for key employees as required by Section 409A of the IRC. Target incentive levels and information on performance goals are set forth in “Compensation Discussion & Analysis – Components of Compensation – Annual Cash Incentive Compensation.” Additional information regarding the treatment of these awards upon termination or a change in control is provided in “Potential Payments upon Termination or Change in Control.”

Cash Long-Term Incentive Compensation Plan: Generally, participants in the cash long-term incentive compensation plan must remain employed through the end of the measurement period in order to receive payment of any earned award. However, if a participant has at least 12 months of employment during a measurement period, such participant is eligible for a prorated benefit upon normal retirement (age 65) or early retirement (age 55 with 10 years of service), death or disability with payment determined based on base salary received during the measurement period, and payment, if any, is made at the end of the measurement period based upon actual performance results.

Additional detail regarding the 2016 awards granted under the cash long-term incentive compensation plan can be found in “Compensation Discussion & Analysis – Components of Compensation – Cash Long-Term Incentive Compensation.”

Stock Awards under the 2005 Ownership Incentive Plan

RSUs were granted under the Company’s 2005 Ownership Incentive Plan on May 6, 2016. Vesting and settlement of RSUs generally occurs on the earlier of the fifth anniversary of the award date or the date the participant experiences a qualifying termination from employment with the Company. Upon a participant’s normal retirement (age 65) or termination due to death or disability, the RSUs will fully vest. If termination of the participant occurs within 24 months of a change in control of the Company for good reason or without cause (as defined in the RSU agreement for awards prior to January 1, 2012 and as defined in the 2012 Change in Control Plan for awards January 1, 2012 and later), the participant’s RSUs awarded become fully vested and will be distributed as soon as administratively possible, except where payment must be delayed for six months for key employees as required by Section 409A of the IRC. Upon early retirement eligibility (age 55 with 10 years of service), if a minimum of 12 months have elapsed since the award date, the participant becomes vested in a pro rata number of RSUs based on the

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number of whole months since the award date. The remaining shares subject to the RSUs will continue to vest with respect to 1/60 of the total number of shares subject to the award each month through the participant’s normal retirement date or, if sooner, the end of the vesting period. A participant does not have to terminate employment in order to vest upon normal or early retirement eligibility, but no RSUs will be distributed until actual termination or the fifth anniversary of the award date, if earlier. All RSUs granted following a participant reaching normal retirement eligibility will be vested in full upon grant. No dividends are paid to Named Executive Officers on RSUs granted after December 31, 2014. Dividend equivalents were paid on RSUs granted to Named Executive Officers prior to January 1, 2015 at the same rate and at the same time as the dividends paid to Company stockholders.

Outstanding Equity Awards at 2016 Fiscal Year-End

The following table provides information related to any equity-based awards outstanding as of December 31, 2016 for the Named Executive Officers:

Stock Awards
Name	Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock that Have Not Vested
	(#)(1)		($)(2)
Judy R. McReynolds	16,500	(3)	$     456,225
	12,100	(4)	334,565
	8,200	(5)	226,730
	15,300	(6)	423,045
	29,700	(7)	821,205
Timothy D. Thorne	4,000	(3)	110,600
	5,800	(4)	160,370
	4,000	(5)	110,600
	7,200	(6)	199,080
	14,000	(7)	387,100
Jim A. Ingram	9,000	(3)	248,850
	7,300	(4)	201,845
	5,000	(5)	138,250
	6,400	(6)	176,960
	12,400	(7)	342,860
J. Lavon Morton	–	(8)	–
	–		–
	–		–
	–		–
	–		–
David R. Cobb	8,000	(3)	221,200
	5,800	(4)	160,370
	4,000	(5)	110,600
	5,100	(6)	141,015
	9,800	(7)	270,970

(1)Vesting of RSUs generally occurs on the fifth anniversary of the award date, and settlement of RSUs generally occurs at that time or, if earlier, upon the award holder’s qualifying termination of employment. Upon a participant’s eligibility for normal retirement (age 65) or termination due to death or disability, RSUs generally will become vested in full. If termination of the participant occurs within 24 months of a change in control of the Company for good reason or without cause (as defined in the RSU agreements for awards prior to January 1, 2012 and as defined in the 2012 Change in Control Plan for awards January 1, 2012 and later), the participant’s RSUs awarded become fully vested and will be distributed as soon as administratively possible, except for RSUs where payment must be delayed for six months for key employees as required by Section 409A of the IRC. Upon early retirement (age 55 with 10 years of service), the participant is entitled to the vesting of a pro rata number of RSUs based on the number of whole months elapsed since the award date, if there has elapsed a minimum of twelve months since the award date. From that 12-month anniversary forward, employees, including Named Executive Officers, who have attained the early retirement age and service requirements but have not terminated employment, continue to vest in 1/60th of their RSU awards each month.

(2)Reflects the value of unvested RSUs as of December 31, 2016 awarded under the 2005 Ownership Incentive Plan. The value is based on the closing market price of the Common Stock of $27.65 on December 30, 2016.

(3)These RSU awards fully vest on May 4, 2017, the fifth anniversary of their grant date.

(4)These RSU awards fully vest on November 1, 2018, the fifth anniversary of their grant date.

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(5)These RSU awards fully vest on May 8, 2019, the fifth anniversary of their grant date.

(6)These RSU awards fully vest on May 11, 2020, the fifth anniversary of their grant date.

(7)These RSU awards fully vest on May 6, 2021, the fifth anniversary of their grant date.

(8)Mr. Morton did not have any outstanding unvested equity awards as of December 31, 2016 because his awards became fully vested upon his attainment of normal retirement age on September 25, 2015, and his 2016 RSU awards were fully vested upon grant. The value of vested but not issued RSUs is reported in the “2016 Nonqualified Deferred Compensation” table.

2016 Option Exercises and Stock Vested

The following table provides information related to RSUs that became vested during the 2016 fiscal year for the Named Executive Officers.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(2)
Judy R. McReynolds	14,600		$    260,464
Timothy D. Thorne	3,500		62,440
Jim A. Ingram	7,100		126,664
J. Lavon Morton	11,500	(3)	196,420
David R. Cobb	7,100		126,664

(1)The 2011 RSU awards vested on May 2, 2016. All the shares issued for the 2011 RSU award at final vesting are free of vesting and ownership restrictions. All shares owned by executive officers are subject to company imposed restrictions that limit trading during periods when officers have material nonpublic information as well as the Company’s policy related to minimum stock ownership for executive officers as discussed in the Compensation Discussion & Analysis.

(2)Value realized from RSU vesting is equal to the closing market price of the Common Stock on the date of vesting multiplied by the number of vested shares.

(3)Mr. Morton became fully vested in all of his outstanding RSU awards upon his attainment of normal retirement age on September 25, 2015. Because Mr. Morton had previously attained normal retirement age, Mr. Morton’s 2016 RSU award was fully vested upon grant. Upon his retirement on December 31, 2016, Mr. Morton became entitled to receive shares in settlement of his vested RSUs. Mr. Morton must wait six months after his retirement due to Section 409A of the IRC before those shares will be issued to him without restrictions. The value of vested but not issued RSUs is reported in the “2016 Nonqualified Deferred Compensation” table.

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2016 Equity Compensation Plan Information

The following table sets forth information as of December 31, 2016 with respect to the Company’s compensation plans under which equity securities of the Company are authorized for issuance:

			Number of Securities
			Remaining Available for
	Number of Securities to be	Weighted-Average	Future Issuance Under
	Issued Upon Exercise of	Exercise Price of	Equity Compensation Plans,
	Outstanding Options,	Outstanding Options,	Excluding Securities
Plan Category	Warrants and Rights	Warrants and Rights	Reflected in Column (a)
	(a)	(b)	(c)
Equity Compensation
Plans Approved by
Security Holders	1,477,537 (1)	$          –	733,025
Equity Compensation
Plans Not Approved
By Security Holders	–	–	–
Total	1,477,537	$          –	733,025

(1)This amount reflects outstanding RSU awards under the 2005 Ownership Incentive Plan. On April 20, 2005, the Company’s stockholders approved the 2005 Ownership Incentive Plan, which provides for the award of incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs and performance award units. The 2005 Ownership Incentive Plan does not permit reload options. The aggregate number of shares that have been reserved for issuance pursuant to awards under the 2005 Ownership Incentive Plan is 3,100,000. No options have been granted under the 2005 Ownership Incentive Plan. The Board’s Compensation Committee administers the 2005 Ownership Incentive Plan.

2016 Pension Benefits

The following table illustrates the present value of the accumulated benefit as of December 31, 2016 under the Pension Plan, SBP and DSA for the Named Executive Officers.

		Number of Years Credited	Present Value of	Payments During Last
Name	Plan Name	Service	Accumulated Benefit	Fiscal Year
		(#)	($)(6)	($)
Judy R. McReynolds(1)	Pension Plan(5)	16.0	$      318,339	$              –
	Supplemental Benefit Plan	10.7	362,165	–
	Deferred Salary Agreement	10.7	111,200	–
Timothy D. Thorne(2)	Pension Plan(5)	23.3	377,540	–
Jim A. Ingram(2)	Pension Plan(5)	23.4	379,893	–
J. Lavon Morton(3,4)	Pension Plan(5)	16.5	425,255	–
	Supplemental Benefit Plan	13.1	988,680	246,141
	Deferred Salary Agreement	13.1	233,110	–
David R. Cobb(2)		–	–	–

(1)Ms. McReynolds elected to cease participation in the SBP and DSA and the benefits were frozen effective January 31, 2008. Number of Years of Credited Service for the SBP and DSA was frozen based on her service as of the January 31, 2008 freeze date.

(2)Messrs. Thorne and Ingram were promoted to eligible roles after the SBP and DSA were closed to new entrants. Mr. Cobb was hired after the Pension, SBP and DSA were closed to new entrants. As such, Messrs. Thorne, Ingram and Cobb are not eligible to participate in the SBP or the DSA. Mr. Cobb is also not eligible for participation in the Pension Plan.

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(3)The SBP and DSA benefits were frozen effective December 31, 2009 for the remaining eligible participants, including Mr. Morton. Number of Years of Credited Service for the SBP and DSA is frozen based on the Named Executive Officer’s service as of the December 31, 2009 freeze date. See “Compensation Discussion & Analysis – Components of Compensation – Retirement and Other Benefits” for additional information.

(4)As a result of his retirement on December 31, 2016, Mr. Morton may elect a lump sum from the Company’s Pension Plan in the amount of $425,255 or he can choose one of the several annuity payment options available under the plan. He received a lump sum from the SBP of $246,141, on January 4, 2017 following his retirement and will receive his remaining benefit in the amount of $988,680 six months thereafter as required by Section 409A of the IRC. Mr. Morton’s DSA benefit will be paid over 120 months commencing in January 2017. The annual value of Mr. Morton’s DSA is $30,902  payable in monthly installments over a period of ten years, resulting in a total of $309,016 paid pursuant to the DSA. Benefits accrued under the SBP and DSA after December 31, 2004 will be delayed six months as required by Section 409A of the IRC.

(5)The Pension Plan was amended to freeze final average pay and years of credited service effective July 1, 2013. Number of Years of Credited Service for the Pension Plan is frozen based on the Named Executive Officer’s service as of the July 1, 2013 freeze date. See “Compensation Discussion & Analysis – Components of Compensation – Retirement and Other Benefits” for additional information.

(6)The actuarial present value of the accumulated benefits disclosed above is determined using the same assumptions as used by the Company for financial reporting purposes except the payment date is assumed to be age 60 for the Pension Plan and SBP rather than age 65. Such assumptions are discussed in Note I to the Company’s consolidated financial statements in the 2016 Annual Report. The earliest date a benefit can be paid with no benefit reduction under the Pension Plan and SBP is age 60. The payment date is assumed to be age 65 for the DSA, which is the earliest date a benefit can be paid with no benefit reduction.

Pension Plan (frozen). The Pension Plan is a tax-qualified defined benefit plan that covers certain nonunion employees, including certain Named Executive Officers. Benefits are based upon a participant’s years of service and the highest average monthly earnings for sixty (60) consecutive months referred to as final average pay (“FAP”) and expressed in terms of annual compensation. As of the July 1, 2013 Pension Plan freeze date, the FAP for the Named Executive Officers without regard to IRC limitations was: Ms. McReynolds, $555,178; Mr. Thorne, $205,844; Mr. Ingram, $304,137; and Mr. Morton, $411,513. Mr. Cobb is not eligible for participation in the Pension Plan. Eligible earnings generally include salary and annual incentive payments and are subject to the IRC annual compensation limitation. For 2013, when the pension plan was frozen, the annual IRC limitation was $255,000. Pension Plan benefits are also subject to certain other limitations in the IRC. Benefits are paid from the ArcBest Pension Trust. Participants may elect a lump sum or annuity payment. Payment from the Pension Plan is made upon normal retirement, early retirement, termination, death or disability as defined and more fully described in “Potential Payments upon Termination or Change in Control.”

Normal retirement (age 65 or older) benefits under the Pension Plan are calculated as a lump sum equal to:

10% x FAP x years of service

Early retirement eligible participants (age 55 with 10 years of service) are subject to a benefit reduction of 5% for each year he or she retires prior to age 60.

No new participants were permitted in the Pension Plan after December 2005. The Pension Plan was amended to freeze the compensation and years of credited service of active participants as of July 1, 2013.

Supplemental Benefit Plan (frozen). The SBP supplements benefits under the Pension Plan. The SBP was designed to replace benefit reductions (i) from various IRC limits and (ii) from reductions in the rate of benefit accruals from the Company’s 1985 pension formula. The SBP takes into account all eligible earnings under the Pension Plan without regard to IRC limitations. Participation in the SBP was generally limited to officers of the Company or ABF Freight, including certain Named Executive Officers. Upon termination of employment, benefits are paid in a lump sum as soon as administratively feasible. Certain benefits must be delayed for six months for key employees as required by Section 409A of the IRC. Benefits are paid from the general assets of the Company.

Benefits under the SBP are calculated as an annuity and then converted to a lump sum. The Pension Plan benefit is then subtracted from the resulting lump sum to determine the SBP benefit.

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The annuity formula for the ArcBest Supplemental Benefit Plan is:

1% x $400 x years of service + 2.0% x (FAP–$400) x years of service

Early retirement eligible participants (age 55 with 10 years of service) are subject to a benefit reduction of 6% per year for each year he or she retires prior to age 60.

No new participants were permitted in the SBP after December 2005, and caps have been placed on the maximum benefits payable. Benefit accruals in the SBP were frozen for all remaining participants effective December 31, 2009.

Deferred Salary Agreements (frozen). The Company and ABF Freight have unfunded, noncontributory DSAs with certain of their officers, including certain Named Executive Officers. No DSA has been entered into since December 2005, and neither the Company nor ABF Freight intends to enter into these agreements in the future. For the existing DSAs, upon normal retirement (age 65), death or disability as defined in “Potential Payments upon Termination or Change in Control,” the DSA benefit is equal to 35% of the participant’s final monthly base salary paid monthly for 120 months. Upon termination of employment prior to age 65, the monthly benefit is equal to the participant’s years of service (with a maximum of 25 years) times 3% times 35% of the participant’s final monthly base salary. Benefit payments commence in the month following termination, except to the extent a portion of the benefit must be delayed for six months for key employees as required by Section 409A of the IRC. DSA benefits are paid from the general assets of the Company.

The DSAs provide that in the event of a change in control of the Company, as defined in “Potential Payments upon Termination or Change in Control,” followed by the officer’s termination within 36 months for pre-2005 deferred salary accruals or within 24 months for post-2004 deferral salary accruals all benefits become 100% vested. The DSA benefit will be paid as a lump sum within fifteen days, with the 120 monthly installments discounted at 6.22% as provided in the DSA, except where payment must be delayed for six months for key employees as required by Section 409A of the IRC. DSA benefits will be reduced to the extent required to avoid being classified as excess parachute payments under Section 280G of the IRC. Other than during a 36-month period following a change in control of the Company for benefits accrued and vested prior to 2005 or during a 24-month period following a change in control of the Company for benefits accrued and vested after 2004, any unpaid DSA benefit is subject to forfeiture if the participant is discharged for wrongful conduct injurious to the Company, or if, following the date of termination, the participant discloses confidential information relating to the Company to unauthorized persons or becomes employed or renders services to a competitor of the Company.

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2016 Non-Qualified Deferred Compensation

This table shows the Named Executive Officers’ deferred compensation activity during fiscal year 2016 with respect to outstanding vested RSUs and the VSP. While Named Executive Officers are eligible to participate in the VSP, no Named Executive Officers made deferrals to the VSP in 2016 and Mr. Morton is the only Named Executive Officer who has a balance in the VSP.

Name		Executive Contributions in Last Fiscal Year ($)	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)(1)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)(2,3,4)
Judy R. McReynolds		$           –	$           –	$           –	$           –	$               –
Timothy D. Thorne		–	–	–	–	–
Jim A. Ingram		–	–	–	–	–
J. Lavon Morton	RSUs	–	–	234,750	–	1,036,875
	VSP	–	–	11,867	–	159,049
David R. Cobb		–	–	–	–	–

(1)The earnings amount represents an estimate of annual earnings with respect to vested but unpaid RSUs and is based on the difference in closing market price of the Common Stock of $21.39 as of December 31, 2015 and $27.65 as of December 30, 2016, multiplied by the number of vested RSUs as of December 31, 2016 described in footnote (4) below.

(2)Includes the value associated with 37,500 vested RSUs for Mr. Morton. The value is based on the closing market price of the Common Stock of $27.65 on December 30, 2016. As a result of his retirement on December 31, 2016, Mr. Morton will receive shares as a result of settlement of his vested RSUs, represented in the amount reported in this column, following the six month waiting period required under Section 409A of the IRC.

(3)Mr. Morton is the only Named Executive Officer with a balance in the VSP.

(4)Amounts previously reported in the “Summary Compensation Table” with respect to RSUs in prior years (2012-2015) are set forth in the table below. To the extent those previously-awarded RSUs have become vested but remain unpaid, the value associated with those RSUs as of December 31, 2016 (calculated as described in footnote (2) above) is reported in the “Aggregate Balance at Last Fiscal Year End” column above. The grant date fair value of RSUs awarded in 2016 is reported in the “Stock Awards” column of the “Summary Compensation Table.”

	Morton
2012 RSU Grant Date Fair Value	$     132,030
2013 RSU Grant Date Fair Value	180,576
2014 RSU Grant Date Fair Value	180,720
2015 RSU Grant Date Fair Value	209,745
Total	$     709,856

VSP. Eligible participants in the VSP include certain officers of the Company and its subsidiaries, including the Named Executive Officers. The VSP is a nonqualified plan created to offset the IRC limitations on contributions by highly compensated employees to the Company’s 401(k) plan. The VSP allows participants to annually defer from 1% to 75% of each of their base salary and incentive compensation that is paid in cash.

Participants can choose investments from a select group of mutual funds that are generally the same options available under the Company’s 401(k) plan. Although no assets may actually be invested, the participant’s benefit value is based on the gains/losses of the investments they choose. No above-market or preferential earnings are paid under the VSP. Participants may change their investment options at any time by submitting a change form to the plan administrator. The table below shows the funds available in the VSP and the annual return of each for the calendar year ended December 31, 2016:

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Fund	2016 Return
Fidelity Retirement Money Market Fund	0.05%
Vanguard Total Bond Index Institutional Shares	2.61%
Metropolitan West Total Return Bond	2.29%
Vanguard Inflation-Protected Securities – Administrative Class	4.63%
Templeton Global Bond A	6.61%
Vanguard Total Intl Bond Idx A	4.66%
Fidelity Fund	4.82%
Dodge & Cox Stock Fund	21.28%
Fidelity Low-Priced Stock Fund	8.79%
Vanguard Extended Market Index Fund – Investor Class	16.15%
Delaware Small Cap Core	21.39%
Vanguard Institutional Index Fund – Investor Class	11.93%
T Rowe Blue Chip	0.72%
Oppenheimer International Growth Fund – Investor Class	-1.88%
Vanguard Devlp Mrkts Index Instl Fund	2.46%
Vanguard Target Retirement Income Fund	5.25%
Vanguard Target Retirement 2010 Fund	5.22%
Vanguard Target Retirement 2015 Fund	6.16%
Vanguard Target Retirement 2020 Fund	6.95%
Vanguard Target Retirement 2025 Fund	7.48%
Vanguard Target Retirement 2030 Fund	7.85%
Vanguard Target Retirement 2035 Fund	8.26%
Vanguard Target Retirement 2040 Fund	8.73%
Vanguard Target Retirement 2045 Fund	8.87%
Vanguard Target Retirement 2050 Fund	8.85%
Vanguard Target Retirement 2055 Fund	8.88%
Vanguard Target Retirement 2060 Fund	8.84%

As required by Section 409A of the IRC, elections to defer salary must be made prior to the end of the year preceding the year the salary was earned. Elections to defer incentive payments under the VSP must be made no later than six months prior to the end of the designated performance period.

Withdrawal elections must be made in conjunction with the deferral election. A participant’s withdrawal election must specify a payment date, which may be (i) a specified date at least one year following the election date described in the preceding paragraph, (ii) the participant’s separation date or (iii) a specified anniversary of the participant’s separation. A participant may elect to receive a distribution in a lump sum or in installments. In some circumstances, a participant will be required to receive a lump sum payment. Post-2004 deferrals payable upon a participant’s separation from service will be delayed six months if the participant is a specified employee under Section 409A of the IRC. Changes to withdrawal elections for post-2004 deferrals must be made at least 12 months prior to the initial elected payment date and must defer the new initial payment date at least five years. Changes to withdrawal elections for pre-2005 deferrals must be filed at least 12 months prior to the initial elected payment date, and the newly elected payment date must be at least 12 months from the date the change election was filed. For pre-2005 deferrals, participants are eligible for an in-service withdrawal of their vested balance. If such a withdrawal is requested, an amount equal to 10% of the withdrawn amount is forfeited and participation in the plan is suspended until the first enrollment period following the one-year anniversary of the withdrawal. There are no in-service withdrawals allowed for post-2004 deferrals, except hardship withdrawals available to participants in order to satisfy a severe financial hardship plus the amounts anticipated to pay taxes on the withdrawal amount. The term “severe financial hardship” generally means an unforeseeable event resulting from a sudden and unexpected illness or accident experienced by the participant or his or her dependents and/or the loss of property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the participant’s control. If a participant takes a hardship withdrawal, the participant’s participation in the plan will be suspended until the first enrollment period following the one-year anniversary of the withdrawal.

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Pre-2005 deferrals are defined as employee contributions and Company match that were deferred prior to and vested as of December 31, 2004. Post-2004 deferrals are defined as employee contributions and Company match that were deferred after December 31, 2004 or Company match that was not vested as of December 31, 2004.

In the event of a change in control of the Company, as defined in the VSP, all contributions, Company match and earnings on each will be distributed as a lump sum as soon as administratively possible, except where payment must be delayed for six months for key employees as required by Section 409A of the IRC.

RSUs. The vesting and settlement terms applicable to RSUs are described previously in the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table – Stock Awards under the 2005 Ownership Incentive Plan” section and in footnote (1) to the “Outstanding Equity Awards at 2016 Fiscal Year-End” table. As described therein, participants who reach early retirement eligibility (age 55 with 10 years of service) vest in a pro rata number of RSUs based on the number of whole months since the award grant date, if a minimum of 12 months have elapsed since the award grant date. The remaining shares subject to the RSUs will continue to vest with respect to 1/60 of the total number of shares subject to the award each month until settlement of such vested RSUs on the earlier of the fifth anniversary of the award date or the date a participant experiences a qualifying termination from employment with the Company, except where payment must be delayed for six months for key employees as required by Section 409A of the IRC.

Potential Payments upon Termination or Change in Control

The Company does not have any employment contracts or severance arrangements with any Named Executive Officer that provide for payments in connection with a termination of employment or a change in control other than the applicable termination provisions contained within the various arrangements discussed elsewhere in this Proxy Statement.

Retirement of Mr. Morton. As described above under “Compensation Discussion & Analysis – Retirement of, and Consulting Agreement with, Mr. Morton,” Mr. Morton retired from the Company on December 31, 2016. On January 31, 2017, the Company and Mr. Morton entered into a consulting agreement pursuant to which Mr. Morton will provide consulting services to the Company for a term of one year. Under the Consulting Agreement, Mr. Morton will receive a lump sum payment of $60,000 at the end of the term. Mr. Morton is subject to a non-competition restriction during the term of the Consulting Agreement and for 12 months thereafter and a non-solicitation restriction during the term of the Consulting Agreement. The benefits received by Mr. Morton as a result of his retirement are consistent with those described below for a termination due to normal retirement.  Quantification of the value of benefits actually received by Mr. Morton in connection with his retirement is included in the table below (see the table on page 57), except for payments already reported in the “2016 Pension Benefits” table and “2016 Non-Qualified Deferred Compensation” table.

The termination and change in control provisions existing as of December 31, 2016 are described and quantified below. All payments are assumed to be made in accordance with the six-month delay for key employees as required by Section 409A of the IRC where applicable.

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Payments Made upon Termination. Regardless of the manner in which a Named Executive Officer’s employment with the Company terminates, the officer is entitled to receive compensation and other benefits earned during the term of his or her employment, including the following:

·Accrued vacation (see the table on page 57 for values);

·Earned but not yet paid amounts under the 2016 annual incentive plan and 2014-2016 cash long-term incentive compensation plan;

·Monthly DSA benefit earned as of the termination date (see the “2016 Pension Benefits” section for lump sum value as of December 31, 2016);

·Pension Plan benefits earned as of the Pension Plan freeze date (see “2016 Pension Benefits” for values); and

·SBP earned as of the SBP freeze date (see “2016 Pension Benefits” for values).

Payments Made upon Early Retirement. In the event of a Named Executive Officer’s termination due to his or her early retirement, the officer will be entitled to the following, in addition to the items identified in “Payments Made upon Termination.” Early retirement is generally defined as termination of employment after reaching at least age 55 with 10 years of service.

·Vesting of a pro rata number of RSUs based on the number of whole months elapsed since the award date if there has elapsed a minimum of 12 months since the award date (see the table on page 57 for values);

·Executive medical coverage, with the retired officer responsible for paying a monthly premium amount equal to the then current COBRA rate until age 60. All retirees are responsible for paying a reduced monthly premium after age 60 (see the table on page 57 for values); and

·A pro rata benefit under the cash long-term incentive compensation plan and under the annual incentive plan based on the base salary received while a participant in the applicable measurement period and actual performance results for the full performance period, if he or she has completed a minimum of (a) 12 months in the measurement period under the cash long-term incentive compensation plan or (b) 90 days in the measurement period under the annual incentive plan. Any pro rata payment earned will not be paid until the end of the measurement period for the plan. (See the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” section for additional information on annual incentive plan payments and cash long-term incentive compensation awards).

Payments Made upon Normal Retirement, Death or Disability. In the event of a Named Executive Officer’s termination due to his or her normal retirement, death or disability, the officer will be entitled to the following, in addition to the items identified in “Payments Made upon Termination.” Under the Company’s plans, normal retirement is generally defined as termination of employment on or after attaining age 65 and disability is generally determined to have occurred if the participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months.

·Immediate vesting of all unvested RSUs (see the table on page 57 for values of RSUs related to accelerated vesting);

·Executive medical coverage, with the retired officer responsible for paying a reduced monthly premium after age 65 (see table on page 57 for values);

·100% vesting in the DSA benefit which is paid monthly over 120 months (see table on page 57 for the value, if any, related to the Named Executive Officers); and

·A pro rata benefit under the cash long-term incentive compensation plan and under the annual incentive plan based on the base salary received while a participant in the applicable measurement period and actual performance results for the full performance period, if he or she has completed a minimum of (a) 12 months in the measurement period under the compensation cash long-term incentive compensation plan or (b) 90 days in the measurement period under the Annual Incentive Plan. Any pro rata payment earned will not be paid until the end of the measurement period for the plan. (See the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table – Non-Equity Incentive Compensation” section for additional information on annual incentive plan awards and cash long-term incentive compensation awards).

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Payments Made upon Termination After a Change in Control. In the event of a Named Executive Officer’s termination following a change in control of the Company, the Named Executive Officer will be entitled to the following, in addition to the items identified in “Payments Made upon Termination”:

·If termination of the Named Executive Officer occurs within 24 months of the change in control for “Good Reason” or without “Cause” (as such terms are defined in the RSU agreements for awards prior to January 1, 2012 and as defined in the 2012 Change in Control Plan for awards January 1, 2012 and later), RSUs become fully vested as of the termination date and will be distributed as soon as administratively possible (see the table on page 57 for RSU values related to accelerated vesting);

·Any amounts that have been earned but not paid under the annual incentive plan based on the base salary received while a participant in the applicable measurement period and actual performance results through the termination date (see the “Summary Compensation Table” section for annual incentive plan payments);

·If termination of the Named Executive Officer occurs within 36 months of the change in control for benefits accrued and vested prior to 2005 and within 24 months of the change in control for benefits accrued and vested after 2004, the officer becomes 100% vested in the DSA benefit and the benefit is distributed as a lump sum (see the “2016 Pension Benefits” section for values);

·Any amounts that have been earned but not paid under the cash long-term incentive compensation plan based on the base salary earned and the number of months while a participant in the applicable measurement period and actual performance results through the termination date; and

·If termination of the Named Executive Officer occurs within 24 months of the change in control for “Good Reason” or without “Cause” (as such terms are defined in the 2012 Change in Control Plan), he or she is entitled to (i) a lump sum cash payment equal to 24 months of the then current premium to elect continuation of coverage under the medical and dental plans of the Company for the coverage in effect for the officer immediately prior to the date of termination; and (ii) a lump sum cash payment equal to either (A) with respect to Ms. McReynolds, two times her base salary in effect on the date of termination plus two times her average annual cash incentive earned during the three years prior to the year in which the date of termination occurs, or (B) for the other Named Executive Officers, one times the executive’s base salary in effect on the date of termination plus one times his average annual cash incentive earned during the three years prior to the year in which the date of termination occurs.

“Change in Control” under the Company’s plans is generally defined as the earliest date on which any of the following events shall occur: (i) the approval by stockholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 35% or more of the total voting power represented by the Company’s then outstanding voting securities; or (iv) the replacement of a majority of the Board during a 12-month period by Directors whose appointment or election is not endorsed by a majority of the Directors serving immediately before the date of the appointment or election. Notwithstanding any other provision of the plans to the contrary, with respect to post-2004 deferrals or earnings under any deferred compensation plan, distributions shall only be made upon the occurrence of Change in Control that qualifies as either a “change in the ownership” of the Company, a “change in effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, in each case, as defined under Section 409A of the IRC.

“Good Reason” under the Company’s arrangements is generally defined as (i) any material and adverse reduction in the Named Executive Officer’s title, duties or responsibilities; (ii) a material reduction in the Named Executive Officer’s base salary or employee benefits (including reducing the Named Executive Officer’s level of participation or award opportunity in the Company’s incentive compensation plans); or (iii) a relocation of the Named Executive Officer’s principal place of employment by more than 50 miles without the prior consent of the Named Executive Officer.

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“Cause” under the Company’s arrangements is generally defined as the (i) Named Executive Officer’s gross misconduct or fraud in the performance of a Named Executive Officer’s duties to the Company or any subsidiary; (ii) Named Executive Officer’s conviction or guilty plea or plea of no contest with respect to any felony or act of moral turpitude; (iii) Named Executive Officer engaging in any material act of theft or material misappropriation of Company or any third party’s property; or (iv) Named Executive Officer’s breach of the Company’s Code of Conduct as such code may be revised from time to time.

The 2012 Change in Control Plan provides that, unless outstanding equity awards are assumed by the successor and/or replaced by the successor with substitute awards of approximately equal value, in the event any equity awards are outstanding immediately prior to a change in control, such awards will become fully vested, settled and paid upon the occurrence of a change in control (with any performance-based awards being vested, settled and paid at the actual performance level). If the equity awards are replaced by the successor company and the Named Executive Officer is terminated within 24 months of the change in control, he/she shall become vested as of the termination date in any unvested equity awards.

If amounts payable to a Named Executive Officer under the 2012 Change in Control Plan (or pursuant to any other arrangement or agreement with the Company) exceed the amount allowed under section 280G of the IRC and would be subject to the excise tax imposed by section 4999 of the IRC, then, prior to the making of any payments to a Named Executive Officer, the 2012 Change in Control Plan provides that a best-net calculation will be made comparing (i) the before income tax net benefit to the Named Executive Officer of the payments after payment of the excise tax to (ii) the before income tax net benefit to the Named Executive Officer if the payments are reduced to the extent necessary to avoid being subject to the excise tax (the “Best Net Calculation”). If the amount calculated under (i) is less than the amount calculated under (ii) in the preceding sentence, then the payments will be reduced to the extent necessary to avoid being subject to the excise tax.

Restrictive Covenants; Clawback. Under the DSA, no unpaid benefit will be paid if the Named Executive Officer is discharged for wrongful conduct injurious to the Company, if the Named Executive Officer discloses confidential information relating to the Company or if the Named Executive Officer becomes employed or renders service to any competitor of the Company. Under the cash long-term incentive compensation plan and RSU award agreements, if the Compensation Committee determines that the recipient has committed an “Act of Misconduct,” as defined in the 2005 Ownership Incentive Plan, the Committee may suspend the recipient’s rights to vest in any RSU or cash long-term incentive compensation plan awards outstanding and may provide that the recipient will forfeit any vested but not yet paid awards. The Executive Medical Policy provides that coverage will be forfeited if the Named Executive Officer becomes an employee or consultant of, or has an ownership interest in any competitor of the Company. Under the 2012 Change in Control Plan, the Named Executive Officer is prohibited from solicitation of customers, clients and employees of the Company for a 12-month period following the termination and may not communicate or divulge any confidential information, knowledge or data to any one at any time or the Committee may reduce or offset the benefits under the plan.

The Company also has a policy for the “clawback” of any bonus or incentive compensation awarded to any officer, including a Named Executive Officer, whose misconduct contributed to the Company being required to restate its financial statements. Under the terms of the policy, the Board may require reimbursement of any bonus or incentive compensation awarded and effect the cancellation of unvested RSU awards previously granted to the Named Executive Officer under certain scenarios, which are described in the “Compensation Discussion & Analysis” in this Proxy Statement.

An “Act of Misconduct” has been committed under the Company’s arrangements if the Committee, the Chief Executive Officer, or any other person designated by the Committee determines a Named Executive Officer has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company or any subsidiary, breach of fiduciary duty, violation of Company ethics policy or Code of Conduct, deliberate disregard of Company or subsidiary policies, or if a participant makes an unauthorized disclosure of any Company or subsidiary trade secret or confidential information, solicits any employee or service provider to leave the employ or cease providing services to the Company or any subsidiary, breaches any intellectual property or assignment of inventions covenant, engages in any conduct constituting unfair competition, breaches any non-competition agreement, induces any Company or subsidiary customer to breach a contract with the Company or any subsidiary or to cease doing business with the Company or any subsidiary or induces any principal for whom the Company or any subsidiary acts as agent to terminate such agency relationship.

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Quantification of Potential Payments upon Termination or Change-in-Control

Other than with respect to Mr. Morton, the following table reflects compensation potentially payable to each Named Executive Officer under various employment termination and other scenarios based on the arrangements existing as of December 31, 2016. Other than with respect to Mr. Morton, the amounts shown in the following table assume that a change in control occurred and/or each Named Executive Officer terminated employment with the Company effective December 31, 2016, and estimate the value that could be realized by each Named Executive Officer as a result of each specified triggering event; however, the amounts shown below do not take into account any Best Net Calculation and resulting reduction that may occur pursuant to the provisions of the 2012 Change in Control Plan. With respect to Mr. Morton, the following table reflects only amounts actually received by him in connection with his retirement on December 31, 2016, except for payments already reported in the “2016 Pension Benefits” table and the “2016 Non-Qualified Deferred Compensation” table.

See “2016 Pension Benefits” for benefits payable under the Pension Plan, SBP and DSA. Benefits payable under the VSP and with respect to vested RSUs are quantified in the “2016 Non-Qualified Deferred Compensation” table.

Name	Benefit	General Termination	Early Retirement	Normal Retirement	Death	Disability	Termination Without Cause or Resignation for Good Reason After Change in Control
Judy R. McReynolds(10)	RSUs(1)	$                    –	N/A	N/A	$2,261,770	$2,261,770	$2,261,770
	Executive Medical(2)	–	N/A	N/A	396,315	756,557	–
	Accrued Vacation(3)	50,769	N/A	N/A	50,769	50,769	50,769
	DSA(4)	–	N/A	N/A	–	–	442,576
	C-LTIP(5)	223,654	N/A	N/A	536,003	536,003	93,427
	Annual Incentive Plan(6)	198,000	N/A	N/A	198,000	198,000	198,000
	Cash Severance(7)	–	N/A	N/A	–	–	2,277,782
	Medical Premiums(8)	–	N/A	N/A	–	–	42,000
	Total(9)	472,423	N/A	N/A	3,442,857	3,803,099	5,366,324
Timothy D. Thorne(11)	RSUs(1)	–	N/A	N/A	967,750	967,750	967,750
	Executive Medical(2)	–	N/A	N/A	412,376	757,707	–
	Accrued Vacation(3)	38,462	N/A	N/A	38,462	38,462	38,462
	C-LTIP(5)	97,720	N/A	N/A	243,630	243,630	243,630
	Annual Incentive Plan(6)	84,000	N/A	N/A	84,000	84,000	84,000
	Cash Severance(7)	–	N/A	N/A	–	–	527,093
	Medical Premiums(8)	–	N/A	N/A	–	–	42,000
	Total(9)	220,182	N/A	N/A	1,746,218	2,091,549	1,902,935
Jim A. Ingram(12)	RSUs(1)	–	N/A	N/A	1,108,765	1,108,765	1,108,765
	Executive Medical(2)	–	N/A	N/A	527,207	992,770	–
	Accrued Vacation(3)	34,135	N/A	N/A	34,135	34,135	34,135
	C-LTIP(5)	106,790	N/A	N/A	237,408	237,408	237,408
	Annual Incentive Plan(6)	69,225	N/A	N/A	69,225	69,225	69,225
	Cash Severance(7)	–	N/A	N/A	–	–	516,463
	Medical Premiums(8)	–	N/A	N/A	–	–	42,000
	Total(9)	210,150	N/A	N/A	1,976,440	2,442,303	2,007,996
J. Lavon Morton(13)	Executive Medical(2)	N/A	N/A	499,244	N/A	N/A	N/A
	Accrued Vacation(3)	N/A	N/A	32,692	N/A	N/A	N/A
	C-LTIP(5)	N/A	N/A	215,158	N/A	N/A	N/A
	Annual Incentive Plan(6)	N/A	N/A	61,200	N/A	N/A	N/A
	Consulting(13)	N/A	N/A	60,000	N/A	N/A	N/A
	Total(9)	N/A	N/A	868,294	N/A	N/A	N/A
David R. Cobb(14)	RSUs(1)	–	N/A	N/A	904,155	904,155	904,155
	Executive Medical(2)	–	N/A	N/A	503,476	927,777	–
	Accrued Vacation(3)	18,173	N/A	N/A	18,173	18,173	18,173
	C-LTIP(5)	72,111	N/A	N/A	174,766	174,766	174,766
	Annual Incentive Plan(6)	51,975	N/A	N/A	51,975	51,975	51,975
	Cash Severance(7)	–	N/A	N/A	–	–	408,939
	Medical Premiums(8)	–	N/A	N/A	–	–	42,000
	Total(9)	142,259	N/A	N/A	1,652,545	2,076,846	1,600,008

(1)The RSU value is calculated using a per share price of $27.65, which is the closing market price of the Common Stock on December 30, 2016 multiplied by the number of the Named Executive Officer’s RSUs vesting as a result of the applicable triggering event. Benefits payable with respect to previously vested RSUs are quantified in the “2016 Non-Qualified Deferred Compensation” table.

57

(2)The executive medical value is based on the accumulated benefit obligation for the Named Executive Officer as of December 31, 2016, using the same assumptions as used by the Company for financial reporting purposes except the Named Executive Officer’s actual age at December 31, 2016 for the applicable triggering events.

(3)The accrued vacation value is based on the Named Executive Officer’s actual earned weeks of vacation and base salary rate as of December 31, 2016.

(4)The DSA value is equal to the accelerated benefit value as a result of the applicable triggering event. This value is based on the difference in the present value of the 120 monthly payments assuming the applicable triggering event occurred on December 31, 2016 less the actual DSA benefit accrued as of December 31, 2016. An interest rate of 6% was used to value the stream of payments upon normal retirement, death or disability. An interest rate of 6.22% was used to value the stream of payments upon a change in control as provided under the terms of the DSA. See “2016 Pension Benefits” for current DSA values.

(5)The cash long-term incentive compensation plan value is the pro rata benefit accrued under the 2014-2016, 2015-2017, and 2016-2018 cash long-term incentive compensation plans calculated based on performance as of December 31, 2016. Amounts shown in the “General Termination” column represents amounts fully earned but unpaid as of December 31, 2016. For cash long-term incentive compensation plan participants with a frozen DSA, the cash long-term incentive compensation plan change in control value is equal to the cash long-term incentive compensation plan change in control value in excess of the DSA change in control value, if any.

(6)The annual incentive plan is equal to the annual incentive amount paid to each Named Executive Officer for 2016 since all such amounts were earned as of December 31, 2016 (reported in the “Summary Compensation Table”).

(7)The cash severance payment value is a lump sum cash payment equal to (A) with respect to Ms. McReynolds, two times her base salary in effect on the date of termination plus two times her average annual cash incentive earned during the three years prior to the year in which the date of termination occurs or (B) for the remaining Named Executive Officers, one times the executive’s base salary in effect on the date of termination plus one times his average annual cash incentive earned during the three years prior to the year in which the date of termination occurs as provided under the terms of the 2012 Change in Control Plan. See “Payments Made upon Termination after a Change in Control” for additional information.

(8)The medical premium is a lump sum payment equal to 24 months of the then current premium to elect continuation of coverage under the medical and dental plans of the Company for the coverage in effect for the officer immediately prior to the date of termination. See “Payments Made upon Termination after a Change in Control” for additional information.

(9)Totals represent aggregate amounts reflected in the table payable upon each termination or change in control event as indicated above. These totals do not include benefits payable under the Pension Plan, DSA (upon death, disability or normal retirement) or SBP (reported in “2016 Pension Benefits”) or under the VSP or with respect to previously vested RSU awards (reported in the “2016 Non-Qualified Deferred Compensation” table) except to the extent a change in control creates an additional benefit above what was reported in either table.

(10)Ms. McReynolds, age 54, is not eligible for early or normal retirement as of December 31, 2016; therefore, no value is reported in those columns.

(11)Mr. Thorne, age 54, is not eligible for early or normal retirement as of December 31, 2016; therefore, no value is reported   in those columns.

(12)Mr. Ingram, age 49, is not eligible for early or normal retirement as of December 31, 2016; therefore, no value is reported in those columns.

(13)Mr. Morton, age 66, retired on December 31, 2016; therefore, only the values resulting from his normal retirement are provided. Amounts reflected in the table represent actual payments and benefits received by Mr. Morton upon his normal retirement not already reported in the “2016 Pension Benefits” table or “2016 Non-Qualified Deferred Compensation” table of this Proxy Statement. Mr. Morton’s consulting payment will be paid as a lump sum at the end of the one-year term. Mr. Morton is also eligible for a prorated award under the 2015-2017 and 2016-2018 cash long-term incentive compensation plans; however, the incentive cannot be determined until the end of the three-year performance period. The estimated value is based on performance as of December 31, 2016.

(14)Mr. Cobb, age 50, is not eligible for early or normal retirement as of December 31, 2016; therefore, no value is reported in those columns.

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Certain Transactions and Relationships

Item 404 of Regulation S-K of the Securities Act of 1933, as amended, requires that the Company disclose certain “related person transactions” with the Company’s Directors and executive officers, among others. For information regarding the Company’s policies and procedures for review, approval and ratification of such related person transactions, see the Audit Committee section under “Governance of the Company.”

Steven L. Spinner, who joined the Board in July 2011, is the President and Chief Executive Officer and Chairman of the Board of United Natural Foods, Inc. (“UNFI”). In 2016 and in 2017 (through the March 6 record date), UNFI made ordinary course of business payments to ArcBest carrier subsidiaries for freight services in the amount of $1,633,577 and $344,065, respectively.

Kathleen D. McElligott, who has been on the Board since July 2015, is Executive Vice President, Chief Information and Chief Technology Officer of McKesson Corporation. Ordinary course of business payments made by McKesson to ArcBest carrier subsidiaries (for freight services) in 2016 and 2017 (through the March 6 record date) were $5,254,961 and $705,418, respectively.

Stephen Young, Director, Warehouse Management, for ArcBest, is the son of Robert A. Young III, who was Chairman of the Board until April 26, 2016. In 2016, Stephen Young received a total of $165,009 in compensation and participated in benefit plans generally available to the Company’s employees.

The Company has entered into the following agreements in prior years:

Indemnification Agreements. The Company has entered into indemnification agreements with the members of its Board. Under these agreements, the Company is obligated to indemnify its Directors to the fullest extent permitted under the Delaware General Corporation Law for expenses, including attorneys’ fees, judgments and settlement amounts incurred by them in any action or proceeding arising out of their services as a Director. The Company believes that these agreements are helpful in attracting and retaining qualified Directors. The Company’s Restated Certificate of Incorporation, as amended, and Fifth Amended and Restated Bylaws also provide for indemnification of the Company’s officers and Directors to the fullest extent permitted by the Delaware General Corporation Law.

Stockholders’ Agreement. Pursuant to the terms of the Stockholders’ Agreement entered into in 1988 between the Company and Robert A. Young III, the Company has agreed that it will offer Mr. Young the right to include shares of the Common Stock he owns in certain registration statements filed by the Company (the “Piggy-back Rights”). Mr. Young was the Company’s Chairman of the Board from 2004 until his retirement from the Board in April 2016 and the Company’s Chief Executive Officer from 1988 until his retirement in January 2006.

Under the Stockholders’ Agreement, the Company will indemnify Mr. Young for securities law liabilities in connection with any such offering, other than liabilities resulting from information furnished in writing by Mr. Young. The Company is obligated to pay all expenses incurred in connection with the registration of Mr. Young’s shares of Common Stock in connection with the Piggy-back Rights, excluding underwriters’ discounts and commissions.

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Section 16(a) Beneficial Ownership Reporting Compliance

The Company’s executive officers, Directors and persons who own more than 10% of a registered class of the Company’s equity securities are required by Section 16(a) of the Exchange Act to file reports of ownership and changes of ownership with the SEC. The SEC’s rules require such person to furnish the Company with copies of all Section 16(a) reports that are filed on their behalf. Based on a review of the reports submitted to the Company, the Company believes that the applicable Section 16(a) reporting requirements were complied with for all transactions which occurred in 2016.

The Company has not received any information from 10% stockholders indicating that they have not complied with filing requirements.

Report of the Audit Committee

The Audit Committee of the Board is comprised solely of independent directors, as defined by the SEC and NASDAQ, and it operates under a written charter approved by the Board. The composition of the Audit Committee, the attributes of its members and its responsibilities, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Nominating/Corporate Governance Committee has reviewed the status of each of the members and determined that each member of the Audit Committee meets applicable SEC and NASDAQ independence standards and financial literacy requirements. Mr. Allardyce and Ms. Stipp are Board-designated Audit Committee Financial Experts as defined under applicable SEC and NASDAQ rules. A copy of the Audit Committee’s current charter can be found in the Investors, Governance Charters section of the Company’s website (www.arcb.com/investor-relations/governance-charters/audit-committee-charter/).

As part of its specific responsibilities, the Audit Committee oversaw the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the preparation, presentation and integrity of the Company’s financial statements and the reporting process, including the systems of internal controls. In fulfilling our oversight responsibilities related to the audited consolidated financial statements in the Company’s 2016 Annual Report, we reviewed and discussed with management, among other things:

·the Company’s audited consolidated financial statements for 2016 and recommended to the Board they be included in the Company’s Annual Report;

·the representations of management that those consolidated financial statements were prepared in accordance with generally accepted accounting principles;

·the quality and acceptability of the accounting principles;

·the reasonableness of significant accounting judgments and critical accounting policies and estimates;

·the clarity of disclosures in the consolidated financial statements;

·the adequacy and effectiveness of the Company’s financial reporting procedures, including disclosure controls and procedures;

·the adequacy and effectiveness of the Company’s internal controls over financial reporting, including the report of management’s assessment on the effectiveness of internal controls over financial reporting, which was performed by management using the 2013 framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission.

The Audit Committee is also responsible for the appointment, as well as the termination, compensation, evaluation and oversight of Ernst & Young, LLP (“EY”), the Company’s independent registered public accounting firm, including review of the firm’s qualifications and independence. EY is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. EY is also responsible for expressing an opinion on the conformity of the audited consolidated financial statements with generally accepted accounting principles. We reviewed and discussed with EY its judgments as to the quality, not just the acceptability, of the Company’s accounting principles, reasonableness of significant accounting judgments, and critical accounting policies and estimates, and such other matters as are required to be discussed with the Audit Committee by Auditing Standard 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). In addition, we received the written disclosures and the letter from EY as

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required by the PCAOB regarding EY’s communications with the Audit Committee concerning independence and discussed with EY its independence from management and the Company, including the matters in the written disclosures. We considered the compatibility of non-audit services performed by EY and determined the non-audit services to be compatible with EY’s independence.

We discussed with the Company’s internal auditors and EY the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and EY, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. Additionally, we reviewed the performance, responsibilities, and staffing of the Company’s internal auditors. We also oversaw compliance with the Company’s receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing and other federal securities law matters, including confidential and anonymous submissions of these complaints. Furthermore, we met with members of management to discuss the results of the Company’s legal and ethical compliance programs.

The Audit Committee provided oversight of the Company’s risk management policies and processes and we reviewed and discussed with members of senior management significant risks identified by management in various areas of the Company, including financial statements, systems and reporting, legal, compliance, ethics, information technology, data security, cybersecurity, and related party transactions.

In reliance on the reviews and discussions referred to above, and the receipt of unqualified opinions from EY dated February 28, 2017, with respect to the consolidated financial statements of the Company as of and for the year ended December 31, 2016, and with respect to the effectiveness of the Company’s internal controls over financial reporting, the Audit Committee recommended to the Board (and the Board has approved) that the audited consolidated financial statements be included in the Company’s 2016 Annual Report for filing with the SEC.

Audit Committee

Janice E. Stipp, Chair

Fred A. Allardyce

Michael P. Hogan

William M. Legg

Kathleen D. McElligott

Steven L. Spinner

Proposal II. Ratification of Appointment of

Independent Registered Public Accounting Firm

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

The firm of Ernst & Young LLP (“EY”) served as the independent registered public accounting firm for the Company for the fiscal year ended December 31, 2016. The Audit Committee has appointed EY to continue in that capacity for fiscal year 2017, subject to the Audit Committee’s approval of an engagement agreement and related service fees. EY has served as the Company’s independent auditor since 1972. The Audit Committee and the Board believe it is in the best interests of the Company and its stockholders to retain EY as the Company’s independent auditor for fiscal year 2017, and recommend that a resolution be presented to the stockholders at the 2017 Annual Meeting to ratify that appointment.

The Audit Committee has ultimate authority and responsibility for the appointment, termination, compensation, evaluation and oversight of the Company’s independent auditor, including review of EY’s qualifications and independence. The Audit Committee’s oversight includes regular private sessions with EY, discussions with EY regarding the scope of its audit, an annual evaluation of whether to engage EY, and direct involvement in the transition of the new lead engagement partner in connection with the regulatory five-year rotation of that position. As part of the annual review, the Audit Committee considers, among other things:

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·the quality and efficiency of the current and historical services provided by EY;

·EY’s capability and expertise in handling the breadth and complexity of the Company’s operations;

·the quality and candor of EY’s communications with the Audit Committee;

·external data on EY’s audit quality and performance, including recent PCAOB reports;

·EY’s independence from the Company;

·the appropriateness of EY’s fees;

·EY’s tenure as the Company’s independent auditor, including the benefits of the extensive institutional knowledge EY has gained through the years and the controls and processes in place to help ensure EY’s continued independence; and

·the costs associated with onboarding a new independent auditor due to training and lost efficiencies.

The submission of this proposal for approval by stockholders is not legally required, but the Board and the Audit Committee believe the submission provides an opportunity for stockholders through their vote to communicate with the Board and the Audit Committee about an important aspect of corporate governance. In the event the stockholders fail to ratify the appointment of EY, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders. Representatives of EY will attend the 2017 Annual Meeting. They will have the opportunity to make a statement and respond to appropriate questions from stockholders.

Independent Auditor’s Fees and Services

In connection with the audit of the 2016 consolidated financial statements, the Company entered into an engagement agreement with EY that sets forth the terms by which EY will perform audit services for the Company. That agreement is subject to alternative dispute resolution (ADR) procedures agreed upon by the parties. ADR procedures are used in lieu of litigation with the goal of resolving disputes in a more expeditious and cost effective manner. They do not limit the damage claims that could be asserted by either party.

The following is a summary of the fees billed to the Company by EY for professional services rendered for the fiscal years ended December 31, 2016 and December 31, 2015:

Fee Category	2016 Fees(1)		2015 Fees
Audit Fees	$	1,502,861	$	1,340,000
Audit-Related Fees	–		–
Tax Fees	21,500		20,589
All Other Fees	1,995		2,500
Total Fees	$	1,526,356	$	1,363,089

(1)Audit Fees include actual and expected billings for fees and expenses related to the 2016 financial statement audit.

Audit Fees. Consists of fees billed for professional services rendered for the integrated audit of the Company’s consolidated financial statements and internal control over financial reporting and quarterly reviews of the interim consolidated financial statements included in quarterly reports and services that are normally provided by EY in connection with statutory and regulatory filings or engagements. These services also include accounting consultations related to the impact of changes in rules or standards.

Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”

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Tax Fees. Consists of fees billed for professional services for tax compliance and tax consulting. These services include assistance regarding federal, state and international tax compliance.

All Other Fees. Consists of fees for online technical accounting research materials.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee, under the responsibilities and duties outlined in its charter, is to pre-approve all audit and non-audit services provided by EY. These services may include audit services, audit-related services, tax services and other services as allowed by law or regulation. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specifically approved amount. EY and management are required to periodically report to the Audit Committee regarding the extent of services provided by EY in accordance with this pre-approval and the fees incurred to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

The Audit Committee, or the Audit Committee Chair under authority of the Audit Committee, pre-approved 100% of the Company’s 2015 and 2016 audit fees, audit-related fees, tax fees and all other fees.

Proposal III. Advisory Vote on Executive Compensation

The Board recommends a vote “FOR” Proposal III.

At the 2011 Annual Meeting, stockholders voted in favor of the Board’s recommendation to hold a non-binding advisory vote on the compensation of the Company’s Named Executive Officers (the “Say on Pay Vote”) on an annual basis (“Frequency Vote”), and since the 2011 Annual Meeting, the Company has held annual non-binding Say on Pay Votes.

The non-binding Say on Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. To that end, the Board has submitted the following resolution to be voted on by our stockholders at the 2017 Annual Meeting:

RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement for ArcBest Corporation’s 2017 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, the Summary Compensation Table and the other related tables and narrative disclosure.

The Board recognizes that executive compensation is an important matter for our stockholders. As described in detail in the “Compensation Discussion & Analysis” section of this Proxy Statement, the Compensation Committee is responsible for establishing, implementing and monitoring adherence with our executive compensation policy.

As you consider this Proposal III, we encourage you to carefully review the “Compensation Discussion & Analysis” section and executive compensation tables of this Proxy Statement for a detailed discussion of our executive compensation program, including the more detailed information about our compensation philosophy and objectives and the past compensation of the Named Executive Officers.

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As an advisory vote, Proposal III is not binding on the Board or the Compensation Committee, will not overrule any decisions made by the Board or the Compensation Committee or require the Board or the Compensation Committee to take any action. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our stockholders and intend to consider the outcome of the vote when making future compensation decisions for executive officers. In particular, to the extent there is any significant vote against the Named Executive Officers’ compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are appropriate in the future to address those concerns.

The Board recommends that stockholders vote “FOR” the approval of the compensation of the Named Executive Officers, as disclosed in this Proxy Statement.

Proposal IV. Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation

The Board of Directors recommends a vote “FOR” a frequency of “CHOICE 1–EVERY YEAR” for Proposal IV.

Section 14A requires that we provide our stockholders with the opportunity to indicate how frequently we should seek an advisory vote on the compensation of the Named Executive Officers, such as Proposal III included in this Proxy Statement. The vote on this Proposal IV is being presented to our stockholders in a manner that permits them to vote in the alternative for holding a vote on the compensation of our Named Executive Officers every year, every two years or every three years. Stockholders also have the opportunity to abstain from voting on this Proposal IV. After careful consideration, the Board has determined that an advisory vote on the compensation of our Named Executive Officers that occurs every year (an annual vote) is the most appropriate alternative for the Company, and therefore, the Board recommends that you support a frequency period of every year for the advisory vote on the compensation of our Named Executive Officers. The Board based this determination on a number of considerations, including the following:

·An annual advisory vote provides the highest level of accountability to our stockholders.

·An annual advisory vote facilitates direct and timely communication between stockholders and the Company by enabling the say-on-pay vote to correspond to the majority of information presented in the accompanying proxy statement.

Stockholders are being asked to vote among the following frequency options:

Choice 1 – every year;

Choice 2 – every two years;

Choice 3 – every three years; or

Choice 4 – abstain from voting.

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.  Because this proposal has three possible substantive responses (every three years, every two years or every one year), if none of the frequency alternatives receives the 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 on the matter, then we will consider stockholders to have approved the frequency selected by holders of a plurality of the total number of shares of Common Stock present in person or by proxy and entitled to vote on the matter.

Proposal IV is a non-binding advisory vote. However, the Board and the Compensation Committee will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation.

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The Board of Directors recommends that stockholders vote “FOR” “CHOICE 1 – EVERY YEAR” for the frequency of future nonbinding stockholder votes on compensation of the Named Executive Officers.

Other Matters

The Board does not know of any matters that will be presented for action at the 2017 Annual Meeting other than those described above and matters incident to the conduct of the meeting. If, however, any other matters not presently known to management should come before the 2017 Annual Meeting, it is intended that the shares represented by the accompanying proxy will be voted on such matters in accordance with the discretion of the holders of such proxy.

Cost of Solicitation

Proxies may be solicited by Directors, officers or employees of the Company or its subsidiaries in person, by telephone, telegram or other means. However, no payment will be made to any of them for their solicitation activities. The costs of solicitation, including the standard charges and expenses of banks, brokerage houses, other institutions, nominees and fiduciaries for preparing, assembling and forwarding proxy materials to and obtaining proxies from beneficial owners of shares held of record by such persons, will be borne by the Company.

Stockholder Communication with the Board

ArcBest Corporation stockholders may communicate with the Board, or any individual member of the Board, by sending the communication as follows:

Board of Directors (or Individual Member’s Name)

c/o Corporate Secretary

ArcBest Corporation

P.O. Box 10048

Fort Smith, AR 72917-0048

Communications addressed to the Board will be sent to the Chairman of the Board.

All communications to the Board, or an individual member, will be opened and reviewed by the Corporate Secretary prior to forwarding to the Board or individual member of the Board. This review will facilitate a timely review of any matters contained in the communication if, for any reason, the Board member is unavailable to timely review the communication.

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Procedure for Submitting Stockholder Proposals for 2018 Annual Meeting

To permit the Company and its stockholders to deal with stockholder proposals in an informed and orderly manner, the Company’s bylaws establish an advance notice procedure. Pursuant to the Company’s bylaws, for a proposal that is not intended to be included in the Company’s proxy statement to be properly and timely submitted as business to come before the 2018 Annual Meeting, the stockholder must submit a written notice (“stockholder notice”) that must be received by the Corporate Secretary of the Company at the address previously shown not less than 90 days nor more than 120 days prior to the first anniversary of the 2017 Annual Meeting. In the event that the date of the 2018 Annual Meeting is more than 30 days before or more than 60 days after the anniversary date of the 2017 Annual Meeting, to be timely received, the proposal must be received by the Corporate Secretary of the Company not less than 100 days nor more than 120 days prior to the date of the 2018 Annual Meeting, and in the event that the first public announcement of the date of the 2018 Annual Meeting is less than 100 days prior to the date of such meeting, the proposal must be received by the Corporate Secretary of the Company by the 10th day following the date of the public announcement. Such stockholder notices must set forth as to each matter the stockholder proposes to bring before the Annual Meeting, with certain information specified in the bylaws including, among other things: (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, (e) any other information relating to such persons required to be disclosed in a proxy statement in connection with the solicitation of proxies for the proposal, (f) a complete and accurate description of all material agreements and understandings between such persons and any other person in connection with the proposal of such business by the stockholder, and (g) a stockholder’s representation pursuant to the Company’s bylaws; (2) a brief description of the business desired to be brought before the meeting, including the exact text of any proposal to be presented for adoption; and (3) the reasons for conducting such business at the meeting. “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). For information regarding the required information in the stockholder notice, contact the Corporate Secretary’s office at info@arcb.com or 479-785-6000.

Notwithstanding the above provisions, pursuant to Rule 14a-8 under the Exchange Act, any stockholder who wishes to submit a proposal for inclusion in the Company’s proxy statement and proxy relating to the 2018 Annual Meeting must deliver such proposal to the Company no later than the close of business on November 24, 2017. Proposals should be addressed to Corporate Secretary, ArcBest Corporation, P.O. Box 10048, Fort Smith, AR 72917-0048. In order to prevent controversy about the date of receipt of a proposal, which must be no later than the close of business on November 24, 2017, the Company strongly recommends that any stockholder wishing to present a proposal submit the proposal by certified mail, return receipt requested.

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General Matters

Upon written request, the Company will provide stockholders with a copy of its 2016 Annual Report filed with the SEC (including financial statements and schedules thereto), without charge. Written requests should be directed to: David Humphrey, Vice President–Investor Relations, ArcBest Corporation, P.O. Box 10048, Fort Smith, Arkansas 72917-0048.

Certain stockholders sharing an address may have received only one copy of this Proxy Statement and the 2016 Annual Report. The Company will promptly deliver, upon oral or written request, a separate copy of this Proxy Statement and the 2016 Annual Report to a stockholder at a shared address to which only a single copy of such documents was delivered. Separate copies may be requested by contacting your broker, bank or other holder of record or by contacting the Company at the following address or telephone number:

ArcBest Corporation

Attention: Vice President–Investor Relations

P.O. Box 10048

Fort Smith, Arkansas 72917-0048

Telephone: 479-785-6000

If you want to receive separate copies of the Company’s Annual Report and Proxy Statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you can make these requests through the following sources:

Stockholders of record should contact the Company’s Corporate Secretary in writing at ArcBest Corporation, P.O. Box 10048, Fort Smith, Arkansas 72917-0048 or by telephone at 479-785-6000.

Stockholders who are beneficial owners should contact their bank, broker or other nominee record holder or contact Broadridge in writing at Broadridge, Attention: Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by telephone at 866-540-7095.

Your vote is important. Whether or not you plan to attend the
meeting, we hope you will vote promptly: by Internet, by telephone
or by signing, dating and returning the enclosed proxy card.

Fort Smith, Arkansas	MICHAEL R. JOHNS
Date: March 10, 2017	Secretary

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Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. INTERNET – www.proxypush.com/arcb Use the Internet to vote your proxy until 12:00 p.m. (CDT) on May 1, 2017. PHONE – 1-866-883-3382 Use a touch-tone telephone to vote your proxy until 12:00 p.m. (CDT) on May 1, 2017. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Voting Instruction Card. Please detach here The Board of Directors Recommends a Vote FOR all of the nominees listed in Proposal I, FOR Proposals II and III and 1 Year for Proposal IV. Vote FOR all nominees (except as marked) Vote WITHHELD from all nominees I. Election of Directors: 01 Eduardo F. Conrado 02 Stephen E. Gorman 03 Michael P. Hogan 04 William M. Legg 05 Kathleen D. McElligott 06 Judy R. McReynolds 07 Craig E. Philip 08 Steven L. Spinner 09 Janice E. Stipp (Instructions: To WITHHOLD authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.) II. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2017. For Against Abstain III. To approve, on an advisory basis, executive compensation. IV. To approve, on an advisory basis, the frequency of holding future advisory votes on executive compensation. For Against Abstain 1 Year 2 Years 3 Years Abstain THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ALL OF THE NOMINEES LISTED IN PROPOSAL I AND FOR PROPOSALS II AND III AND “1 YEAR” ON PROPOSAL IV. Address Change? Mark box, sign, and indicate changes below: Date Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis-trators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.

ArcBest Corporation® ANNUAL MEETING OF STOCKHOLDERS Tuesday, May 2, 2017 8:00 a.m. CDT 3801 Old Greenwood Road Fort Smith, Arkansas 72903 ArcBest Corporation 3801 Old Greenwood Road Fort Smith, Arkansas 72903 proxy This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 2, 2017. Each of Michael R. Johns and Judy R. McReynolds, with the power of substitution and revocation, is hereby authorized to represent the undersigned, with all powers which the undersigned would possess if personally present, to vote all shares the undersigned is entitled to vote at the Annual Meeting of Stockholders of ArcBest Corporation to be held at 3801 Old Greenwood Road, Fort Smith, Arkansas 72903, at 8:00 a.m. CDT on Tuesday, May 2, 2017, and at any adjournments or postponements of that meeting, as set forth below, and in their discretion upon any other business that may properly come before the meeting. You are encouraged to specify your vote by marking the appropriate box ON THE REVERSE SIDE but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendations, which are FOR all of the nominees listed in Proposal I and FOR Proposals II, III and “1 YEAR” on Proposal IV. The proxies cannot vote your shares unless you sign and return this card. Any Proxy may be revoked at any time prior to the voting thereof. Any Proxy, when properly granted, will be voted in the manner directed and will authorize the proxies to take any action in their discretion upon other matters that may properly come before the meeting. If no direction is made, your Proxy will be voted in accordance with the recommendations of the Board of Directors. See reverse for voting instructions.