ARCB ArcBest Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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ArcBest Corporation

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8401 McClure Drive
Fort Smith AR 72916
479-785-6000
arcb.com

April 19, 2023

Dear Fellow ArcBest Stockholder:

On March 17, 2023, ArcBest Corporation filed a definitive proxy statement in connection with our 2023 Annual Meeting of Stockholders, to be held on April 26, 2023. The annual meeting is rapidly approaching, and your vote is critical at this time.

One of our proposals on the ballot this year is Proposal V, the proposal to approve an amendment and restatement of our restated certificate of incorporation to update the existing exculpation provision to also provide exculpation for officers. We refer to this proposal as the exculpation amendment in this letter. If approved by stockholders at our annual meeting, Proposal V would amend the current certificate of incorporation (as amended and restated, the “Second Amended and Restated Certificate of Incorporation”) to permit exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care. We recommend stockholders vote “FOR” Proposal V.

As further set forth below, the board’s principal rationale for recommending this exculpation amendment is to balance stockholders’ interest in accountability with their interest in the company being able to attract and retain quality officers and avoiding litigation abuse resulting from the current disparity that exists in the treatment of directors, who oversee and are ultimately accountable for corporate actions, and the officers who execute those actions on behalf of the board.

To assist our stockholders in their consideration of this important proposal, we are reaching out to provide additional context.

Background and Purpose of the Exculpation Amendment

Effective August 1, 2022, the Delaware legislature adopted an amendment to Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) that permits a Delaware corporation to eliminate or limit the personal liability of certain officers of the corporation for monetary damages to the corporation or its stockholders for breaches of their fiduciary duty of care. Prior to this amendment and since its original adoption in 1986, Section 102(b)(7) of the DGCL has authorized exculpation of directors of Delaware corporations from personal liability for monetary damages in connection with breaches of their fiduciary duty of care, but it did not permit exculpation of corporate officers. This amendment is not self-executing – a Delaware corporation must take action to affirmatively adopt such an exculpation provision in its certificate of incorporation for its officers. In light of the changes to Section 102(b)(7) of the DGCL, the board of directors of the company, and its Nominating/Corporate Governance Committee, reviewed and considered whether extending such limitation on liability to officers would be advisable and in the best interest of the company’s stockholders. The company’s current certificate of incorporation provides for director exculpation.

If the exculpation amendment is adopted, Article VI of the current certificate of incorporation would be amended to permit exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the company itself or for derivative claims brought by stockholders in the name of the company. Furthermore, the limitation on liability would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit.

Considerations for Stockholders Regarding the Exculpation Amendment

The board, upon the recommendation of the Nominating/Corporate Governance Committee, has unanimously determined that the Second Amended and Restated Certificate of Incorporation (including the exculpation amendment) is advisable and in the best interests of the company and its stockholders and has approved the Second Amended and Restated Certificate of Incorporation (including the exculpation amendment), subject to stockholder approval.

Key reasons the board considered in approving the exculpation amendment are set forth below:

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