501 Commerce Street, Suite 1120

Nashville, Tennessee 37203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 14, 2023

The 2023 Annual Meeting of Stockholders (“Annual Meeting”) of Yellow Corporation (we, us, our or the Company) will be held on Wednesday, June 14, 2023, at 10:00 a.m., Central Time, at 501 Commerce Street, Suite 1120, Nashville, Tennessee 37203, to vote on the following matters:

and to transact any other business that may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting. The accompanying proxy statement provides information about the matters you will be asked to consider and vote on at the Annual Meeting.

Holders of record (“Stockholders”) of our common stock, par value $0.01 per share, and Series A Voting Preferred Stock, par value $1.00 per share, are entitled to notice of, and to vote at, the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting. Our Board of Directors has fixed the close of business on April 17, 2023, as the record date for determining holders of record.

We are delivering proxy materials for the Annual Meeting under the “Notice and Access” rules of the Securities and Exchange Commission. The rules permit us to furnish to Stockholders our proxy materials, including the Notice of Annual Meeting, Proxy Statement and our 2022 Annual Report, by providing access to such documents on the Internet instead of mailing printed copies. The rules also allow us to help the environment by reducing the consumption of paper, energy and other natural resources and to lower our printing and distribution expenses. Stockholders will receive a Notice of Internet Availability of Proxy Materials (“Notice”), which provides instructions on how to access and review all of our proxy materials on the Internet. Stockholders will not receive printed copies unless they request them. The Notice also explains how you may submit your proxy on the Internet.

Stockholders are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, our Board of Directors asks that you vote as soon as possible. You may vote by proxy on the Internet, in person at the Annual Meeting, via toll-free telephone number or, if you received a proxy card by mail, by signing, dating and mailing it in the envelope provided. Your vote is important. You are encouraged to vote online, by telephone or by proxy even if you plan to attend the Annual Meeting.

Thank you for your support and continued interest in our Company.

By Order of the Board of Directors:

Leah K. Dawson

Executive Vice President, General Counsel & Secretary

Nashville, Tennessee

April 27, 2023

YELLOW CORPORATION

2023 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

TABLE OF CONTENTS

501 Commerce Street, Suite 1120

Nashville, Tennessee 37203

PROXY STATEMENT

FOR

2023 ANNUAL MEETING OF STOCKHOLDERS

General Information

We are furnishing this Proxy Statement to you in connection with the solicitation of proxies by our Board of Directors (“Board”) for use at our 2023 Annual Meeting of Stockholders (“Annual Meeting”) and at any reconvened meeting following any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held at 10:00 a.m., Central Time, on Wednesday, June 14, 2023, at 501 Commerce Street, Suite 1120, Nashville, Tennessee 37203.

When used in this Proxy Statement, the terms “we,” “us,” “our” and “Company” all refer to Yellow Corporation and, unless the context requires otherwise, its subsidiaries. Our telephone number is 913.696.6100, and our mailing address for Annual Meeting purposes is: Yellow Corporation, 11500 Outlook Street, Overland Park, KS 66211, Attention: General Counsel / Corporate Secretary, Yellow M/S A305. Our website address is investors.myyellow.com. Information on our website is not a part of this Proxy Statement.

Throughout this Proxy Statement, holders of our common stock, par value $0.01 per share (“Common Stock”), and Series A Voting Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”), are referred to collectively as “Stockholders.” The Common Stock and Series A Preferred Stock are referred to collectively as “Securities.”

On or about April 27, 2023, we began mailing or e-mailing the Notice of Internet Availability of Proxy Materials to the Stockholders entitled to notice of and vote at the Annual Meeting. The record date for determining Stockholders entitled to notice of and vote at the Annual Meeting was April 17, 2023 (“Record Date”). The Notice provides information regarding where such Stockholders may obtain the proxy materials (including the proxy statement, a proxy card and our annual report to Stockholders (“Annual Report”) for the fiscal year ended December 31, 2022). The Annual Report does not constitute a part of the proxy solicitation materials and is not incorporated by reference into this Proxy Statement.

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Questions and Answers

Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

Pursuant to the U.S. Securities and Exchange Commission (“SEC”) “Notice and Access” rules, we are furnishing our proxy materials to Stockholders over the Internet instead of mailing each of our Stockholders paper copies of those materials. As a result, we will send Stockholders by mail or e-mail a Notice of Internet Availability of Proxy Materials, which we refer to as the “Notice,” containing instructions on how to access our proxy materials over the Internet and how to vote your shares of Common Stock. The Notice is not a ballot or proxy card and cannot be used to vote your shares of Common Stock. You will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice or on the website referred to in the Notice.

If you own shares of Common Stock in more than one account—for example, in a joint account with your spouse and in your individual brokerage account—you may have received more than one Notice. To vote all of your shares of Common Stock, please follow each of the separate proxy voting instructions that you received for your shares of Common Stock held in each of your different accounts.

What information does the Notice contain?

The Notice includes, among other things, information and instructions regarding:

What am I voting on?

Our Board is soliciting your vote for:

What are the Board’s recommendations?

Our Board recommends you vote:

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Who is entitled to vote at the Annual Meeting?

Stockholders of record as of the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting.

How can I attend the Annual Meeting?

You are entitled to attend the Annual Meeting only if you are a Stockholder as of the Record Date or if you are the legal proxy holder or qualified representative of a Stockholder.

In addition, you will need to register when you arrive at the Annual Meeting. To verify your identity, you will be required to present government-issued photo identification, such as a driver’s license, state identification card or passport. If you own shares in a brokerage account in the name of your broker or bank (“street name”), you should bring your most recent brokerage account statement or other evidence of your Common Stock ownership, as well as a legal proxy from the broker, bank or other nominee that holds your Common Stock. If we cannot verify that you own our Common Stock or Series A Preferred Stock, it is possible that you may not be admitted to the meeting. Members of the media will not be given access to the Annual Meeting (unless they are a Stockholder as of the Record Date).

Stockholders must provide advance written notice to the Company if they intend to have a qualified representative attend the Annual Meeting on their behalf. The notice must include the name and address of the qualified representative and must be received by the close of business on June 12, 2023. Notices should be directed to Yellow Corporation, 11500 Outlook Street, Overland Park, KS 66211, Attention: General Counsel / Corporate Secretary, Yellow M/S A305.

The use of cameras, video and audio recording devices and other electronic devices at the Annual Meeting is prohibited. We realize that many cellular phones have built-in digital cameras and audio recording devices, and while you may bring these phones into the venue, you may not use the camera or recording function at any time.

May I ask questions at the Annual Meeting?

Yes. We expect that all of our directors and executive officers, as well as representatives of KPMG, our independent registered public accounting firm, will be present at the Annual Meeting. We will answer your questions of general interest at the end of the Annual Meeting. We may impose certain procedural requirements, such as limiting repetitive or follow-up questions so that more Stockholders will have an opportunity to ask questions.

How many votes do I have?

On the Record Date, there were 51,980,474 shares of Common Stock and one share of Series A Preferred Stock (in each case, exclusive of treasury shares) outstanding. Each Stockholder is entitled to one vote for each outstanding share of Common Stock or Series A Preferred Stock held as of the Record Date.

We refer to the total number of votes represented by our outstanding Securities as our total “voting power.” As of the Record Date, our Stockholders held 100% of the voting power entitled to vote at the Annual Meeting.

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What is the difference between holding Securities as a holder of record and as a beneficial owner?

Stockholders of Record. If your Common Stock or Series A Preferred Stock is registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the Stockholder of record of those shares, and we sent the Notice directly to you.

Beneficial Owners of Common Stock. If your Common Stock is held in an account at a broker, bank or other nominee, then you are the beneficial owner of the Common Stock, and the Notice was sent either directly to you or forwarded to you by your broker, bank or other nominee. The broker, bank or other nominee holding your account is considered the Stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the Common Stock held in your account.

What is the quorum required for the Annual Meeting?

To hold the Annual Meeting and conduct business, a majority of our voting power outstanding on the Record Date must be present in person or represented by proxy at the Annual Meeting. This is called a quorum. Your Securities will be counted for purposes of determining the presence of a quorum (whether representing votes for, against, withheld or abstained, or broker non-votes) if you:

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the Annual Meeting, the holders of a majority of the Securities (but in any event not less than one-third of such Securities) who are present in person or represented by proxy, or the chair of the meeting, may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given.

If I am a Stockholder of record, how do I vote?

There are four ways to vote:

If you are voting on the Internet, by telephone or by returning an executed proxy card, your vote or proxy card must be received by 11:59 p.m., Eastern Time, on June 13, 2023, to be counted.

If I am a beneficial owner of Common Stock held in street name, how do I vote?

There are four ways to vote:

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If you are voting on the Internet, by telephone or by returning an executed voting instruction form, your vote or voting instruction form must be received by 11:59 p.m., Eastern Time, on June 13, 2023, to be counted.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a Stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board, or if you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your Securities in the manner recommended by our Board on all matters presented in this Proxy Statement and as the proxy holders determine in their discretion on any other matters properly presented at the Annual Meeting.

Beneficial Owners of Common Stock. If you are a beneficial owner of Common Stock and do not provide the nominee that holds your Common Stock with specific voting instructions, the nominee may generally vote on routine matters but cannot vote on non-routine matters. If your nominee does not receive instructions from you on how to vote your Securities on a non-routine matter, it will not have authority to vote your Common Stock on that matter. This result is generally referred to as a broker non-vote. When our inspector of election tabulates the votes for any particular matter, broker non-votes will be counted for purposes of determining the existence of a quorum but will not be treated as votes cast for or against the matter. We encourage you to provide voting instructions to the nominee that holds your Securities by carefully following the instructions provided in the voting instruction form.

Which proposals are considered routine or non-routine?

We believe Proposal 2 (ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal year 2023) is a routine proposal.

We believe Proposal 1 (election of directors), Proposal 3 (advisory vote to approve the compensation of our named executive officers) and Proposal 4 (advisory vote to recommend the frequency of the stockholder vote to approve the compensation of our named executive officers) are non-routine proposals.

How are abstentions and broker non-votes treated?

For the purpose of determining whether Stockholders have approved a proposal, abstentions and broker non-votes will not be treated as votes cast for or against the proposal and will therefore have no effect on the outcome of that proposal.

What vote is required to approve each proposal?

The following table describes the voting requirement for each proposal:

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What is the effect of an advisory vote?

As advisory votes, Proposal 3 and Proposal 4 are not binding on our Board or its compensation committee (the “Compensation Committee”) and the final decision on the matter covered by such proposal remains with them. However, we value the opinion of Stockholders on the important issues covered by such proposals. The Compensation Committee will consider the results of Proposal 3, the advisory vote on named executive officer compensation, when making future executive compensation decisions. In addition, our Compensation Committee will consider the outcome of the advisory vote with respect to Proposal 4 in establishing the frequency of future advisory votes on executive compensation.

At our 2022 annual meeting, approximately 44.6% of the total votes cast voted for the proposal to approve the compensation of our named executive officers (as defined by Item 402(a)(3) of Regulation S-K) (“NEOs”) compared to 52.3% at our 2021 annual meeting. While the percentage of votes in favor of the proposal to approve the compensation of our NEOs has declined since the 2020 Annual Meeting of Stockholders, we have continued to bolster our outreach efforts to Stockholders and incorporate the feedback received in connection with that outreach into our compensation program.

In early December 2022, we invited 39 of our largest Stockholders, representing 67% of outstanding shares, to meet with us to discuss our compensation program, proxy voting matters and corporate governance. In-person meetings were held from December 21, 2022 through January 9, 2023 with at least two members of our Compensation Committee and our Chief Executive Officer (“CEO”), General Counsel, Chief Financial Officer (“CFO”), and Senior Vice President of Treasury and Investor Relations in attendance. All members of the Compensation Committee participated in one or more meetings with Stockholders.

At the meetings, we discussed and elicited feedback on our compensation program for NEOs, including the structure and metrics of our short-term and long-term incentive plans, executive retention, directives from proxy advisory firms, and the impact of the UST loans made to us pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) (“UST Loans”). For additional information, see Compensation Discussion and Analysis—Response to Stockholder Feedback on NEO Compensation Program and Proposal 3: Advisory Vote on Named Executive Officer Compensation.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before your vote is due, which deadline includes the final vote at the Annual Meeting if you have the right to vote in person. To do so, re-cast your vote

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prior to the deadline via Internet or telephone proxy, sign and return a new proxy card or voting instruction form with a later date prior to the deadline, or, if you are entitled to do so, vote in person at the Annual Meeting. Only your latest vote prior to the deadline will be counted. Mere attendance at the Annual Meeting will not automatically revoke your proxy unless you vote at the Annual Meeting or if you specifically request in writing that your prior proxy be revoked.

Is my vote confidential?

We will handle proxy instructions, ballots and voting tabulations that identify individual Stockholders in a manner that protects your voting privacy. Your vote will not be disclosed within or outside our Company, except:

Occasionally, Stockholders provide written comments on their proxy cards. These may be forwarded to management and/or our Board.

How will my proxy be voted?

Securities represented by a properly executed proxy (in paper form, by Internet or by telephone) received in a timely manner, and not subsequently revoked, will be voted at the Annual Meeting or any adjournment or postponement thereof in the manner directed on the proxy. Darren D. Hawkins and Leah K. Dawson are named as proxies in the proxy form and have been designated by the Board as the directors’ proxies to represent you and vote your Securities at the Annual Meeting. All Securities represented by a properly executed proxy on which no choice is specified will be voted:

Where can I find the voting results of the Annual Meeting?

The preliminary voting results may be announced at the Annual Meeting and will be promptly announced after the Annual Meeting. The final voting results will be tallied by the inspector of election for the Annual Meeting and announced in a Current Report on Form 8-K filed with the SEC within four business days after the final voting results are known.

Who is paying the cost of this proxy solicitation?

We are paying the cost of soliciting proxies. In addition to soliciting proxies through the mail and by email pursuant to the SEC “Notice and Access” rules, we may solicit proxies through our directors, officers and employees in person and by telephone or facsimile. We have retained Morrow Sodali LLC, 333 Ludlow Street, 5^th Floor, South Tower, Stamford, CT 06902, to assist in soliciting proxies for a fee of $8,000, with an additional nominal cost to solicit certain Stockholders, plus reasonable out-of-pocket expenses. We must pay brokerage firms and other persons representing beneficial owners of Common Stock their reasonable out-of-pocket expenses incurred in forwarding proxy materials to beneficial owners who specifically request them and in obtaining voting instructions from those beneficial owners.

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In addition to soliciting proxies by mail, members of our Board and our officers and employees may solicit proxies on our behalf, without additional compensation, personally or by telephone. We may also solicit proxies by email from Stockholders who are our employees or who have previously requested electronic receipt of proxy materials.

Who can help answer my questions?

If you have questions concerning a proposal or the Annual Meeting, or if you would like to receive copies of this Proxy Statement by mail, please contact our Corporate Secretary at 913.696.6100 or by mail at 11500 Outlook Street, Overland Park, KS 66211, Attn: General Counsel / Corporate Secretary, Yellow M/S A305. In addition, information regarding the Annual Meeting is available via the Internet at the website, www.proxyvote.com.

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Stockholder Proposals and Director Nominations for 2024 Annual Meeting

Stockholder Proposals

For inclusion in the Company’s proxy materials for the 2024 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), a Stockholder proposal must be submitted in writing and received by our Corporate Secretary on or before December 29, 2023.

For Stockholder proposals not submitted for inclusion in the Company’s proxy materials, the Company’s Second Amended and Restated Bylaws, as amended (“Bylaws”), provide that the proposal must be submitted by written notice (and received by the Company’s Corporate Secretary) not more than 120 days nor fewer than 90 days prior to the anniversary date of the 2023 Annual Meeting. If the 2024 Annual Meeting is more than 30 days before or more than 70 days after the anniversary date of the 2023 Annual Meeting, such notice must be submitted (and received by the Company’s Corporate Secretary) not more than 120 days prior to the date of the 2024 Annual Meeting nor fewer than 90 days prior to the date of the 2024 Annual Meeting or the tenth day following the first day on which we provide notice of, or publicly disclose, the meeting date.

Director Nominations

The Bylaws provide that Stockholders who wish to nominate qualified candidates for election to our Board must be submitted by written notice (and received by the Company’s Corporate Secretary) not more than 120 days nor fewer than 90 days prior to the anniversary date of the 2023 Annual Meeting. If the 2024 Annual Meeting is more than 30 days before or more than 70 days after the anniversary date of the 2023 Annual Meeting, such notice must be submitted (and received by the Company’s Corporate Secretary) not more than 120 days prior to the date of the 2024 Annual Meeting nor fewer than 90 days prior to the date of the 2024 Annual Meeting or the tenth day following the first day on which we provide notice of, or publicly disclose, the meeting date. Each such notice must provide the following information about each nominee:

The governance committee of the Board (the “Governance Committee”) uses the criteria described in Structure and Functioning of the Board—Board Committees—Governance Committee in this Proxy Statement when considering nominees for director, including nominees submitted by Stockholders.

As a condition for any nomination, we reserve the right to require any Stockholder nominee to complete and sign a questionnaire to provide, among other things, information about an individual’s background and experience, securities ownership, independence, insider transactions and compensation.

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In addition, to comply with the universal proxy rules, Stockholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must give timely notice thereof in writing to the Corporate Secretary at the Overland Park address set forth below, setting forth the information required by Rule 14a-19 under the Exchange Act, no later than 60 days before the anniversary date of the immediately preceding annual meeting of Stockholders. This means that for our 2024 annual meeting, our Corporate Secretary must receive notice no later than April 15, 2024.

Additional Information for Stockholder Proposals and Director Nominations

Any proposals or nominations described above must be delivered to the Company’s Corporate Secretary at Yellow Corporation, 11500 Outlook Street, Overland Park, KS 66211, Attention: General Counsel / Corporate Secretary, Yellow M/S A305. Please refer to the advance notice provisions of the Company’s Bylaws for additional information and requirements regarding Stockholder nominations or other Stockholder proposals.

The Company will not consider any proposal or nomination that is not timely or otherwise does not meet the Company’s Bylaws and SEC requirements for submitting a proposal or nomination. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.

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Communications with Our Board

We encourage any Stockholder who desires to communicate their views and concerns to our Board to do so by writing our Corporate Secretary at Yellow Corporation, 11500 Outlook Street, Overland Park, KS 66211, Attn: General Counsel / Corporate Secretary, Yellow M/S A305. In general, any Stockholder communication about bona fide issues concerning the Company delivered to the Corporate Secretary for forwarding to the Board or specified member or members will be forwarded in accordance with the Stockholder’s instructions.

Householding of Proxy Materials

Some brokers, banks and other nominee record holders may participate in the practice of householding stockholder materials, such as proxy statements, information statements and annual reports. This means only one copy of the proxy materials for the Annual Meeting may have been sent to multiple Stockholders in your household. To obtain separate copies of the proxy materials for the Annual Meeting, contact our Corporate Secretary at 913.696.6100 or by mail at Yellow Corporation, 11500 Outlook Street, Overland Park, KS 66211, Attn: General Counsel / Corporate Secretary, Yellow M/S A305, and we will promptly deliver separate copies of these proxy materials to you. If you wish to receive separate copies of proxy materials in the future, or if you are receiving multiple copies and would like to receive a single copy for your household, you should contact your broker, bank or other nominee record holder, or, if you are a record holder of our Securities, you may contact Broadridge Financial Solutions Inc. (“Broadridge”) either by calling toll-free at 1.866.540.7095 or by writing Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

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Company Information

In response to Stockholder feedback, we are sharing in this Proxy Statement our mission, strategic vision, values and information about our culture, including diversity, equity, inclusion and belonging (“DEIB”) and safety. We are proud to be one of the largest, most comprehensive less-than-truckload (“LTL”) networks in North America with local, regional, national and international capabilities. We offer expertise in LTL shipments and flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. Our customer base includes the United States federal government. A substantial majority of our services are provided wholly within the U.S. Of our nearly 28,800 employees as of March 31, 2023, approximately 23,500 are unionized. Each of our LTL operating subsidiaries has employees who are represented by the International Brotherhood of Teamsters (“IBT”).

Our mission is to act as one Yellow team, operating a super-regional LTL network that safely delivers our services with speed, reliability and quality. We are transforming to one LTL network that provides great super-regional service, and we refer to this strategy and the outcome of this strategy as “One Yellow.” This involves streamlining sales, realigning operations leadership, rebranding, adopting a single technology platform, and optimizing the LTL network. We are in the final stages of our operational transformation.

As part of becoming One Yellow, we have aligned our key values to be safety, customer focus, integrity, respect, progress, excellence and courage, which we believe enables us to be an attractive employer and business partner. Safety is especially important, with hazards being actively identified and controlled. In addition, we actively provide leadership and frontline development to meet regulatory requirements and promote a culture of safety throughout the entire Company. Our employee reward and recognition programs reinforce safe behaviors with a focus on exposure control leading to a reduction in injury and collision. A safety governance structure from the terminal level to the Board is in place to oversee strategic initiatives related to safety policies, practices and protocols.

We call on every employee to be customer-loyal, safety-focused, results-oriented and proud of our Company. We are focused on creating an inclusive and diversely engaged workforce where employees experience a sense of purpose, belonging and ownership of their work. Our employee-led DEIB council collaborates with our workforce to develop concrete, strategic objectives that prioritize and drive accountability for the development of equitable policies, practices and programs that are people and culture-focused. The DEIB council proactively identifies, engages with and advocates for diverse ideas, interests and perspectives to center and provide platforms for historically oppressed groups. Our DEIB council guides our efforts and the people who, in collaboration with the DEIB council, provide strategic direction, set organizational objectives and lead DEIB initiatives and programs. We have been honored to receive several awards and form partnerships highlighting our employees’ efforts supporting our commitment to diversity and inclusion including Top Company for Women to Work for in Transportation, Military Friendly Employer, the National Defense Transportation Association Pathfinder Society Award, ATA 2022 Diversity, Equity & Inclusion Change Leader Award, and the U.S. Army Partnership for Your Success program. In March 2023, Women in Trucking named three Company leaders as “Top Women to Watch in Transportation” based on, among other factors, their efforts to promote gender diversity in the transportation industry. Since 2019, 33 of our employees have earned a place on such list.

We believe in employee talent development. We received the Association for Talent Development’s 2022 BEST award for the third year in a row. This award recognizes organizations that demonstrate enterprise-wide success in talent development.

We offer the Yellow Driving Academy, a paid commercial driver’s license (“CDL”) apprenticeship training program, at 22 locations across the U.S. Existing employees or external candidates can receive classroom and behind-the-wheel training, enabling them to obtain their CDL and begin a career in trucking. The Academy helps address the nationwide shortage of experienced drivers. The comprehensive training is registered through the

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U.S. Department of Labor as a formal apprenticeship program and complies with the Federal Motor Carrier Safety Administration Entry-Level Driver Training requirements. To promote safe driving habits and professionalism, certified CDL safety trainers provide additional skills training after students obtain their CDL.

We take care of our customers and each other. We recognize truckers are heroes, featuring their milestones and accomplishments in both internal and external communications, and value what they contribute to the Company and also to society.

Selected Highlights from 2022

Selected highlights of our financial and operational results in 2022 are provided below:

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Security Ownership of Management and Directors

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of April 17, 2023, by (i) each of our NEOs, (ii) each of our directors serving as of such date, and (iii) all of our executive officers and directors as a group. None of our NEOs, executive officers or directors beneficially own any Series A Preferred Stock. Beneficial ownership is determined in accordance with the rules of the SEC.

All of our NEOs, executive officers and directors have sole voting and dispositive power with respect to the shares of Common Stock reported below. None of the shares reported below are pledged as security or have been placed in a margin account by any executive officer or director. The address of each beneficial owner listed in the table below is Yellow Corporation, 501 Commerce Street, Suite 1120, Nashville, Tennessee 37203.

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Security Ownership of Certain Beneficial Owners

As of April 17, 2023, except as otherwise noted, the persons who, based upon their most recent filings with the SEC, beneficially owned more than 5% of our Securities were:

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires directors, executive officers, and persons who beneficially own more than 10% of our common stock to file certain reports with the SEC concerning their beneficial ownership of our common stock. Based solely on our review of the Section 16(a) reports filed electronically with the SEC and our knowledge of certain transactions with directors and executive officers, we believe that all reporting persons were in compliance with all Section 16(a) filing requirements with respect to the year ended December 31, 2022, except that a Form 4 for Mr. Sultemeier, in connection with the purchase of 29,000 shares of Common Stock on May 17, 2022, was inadvertently filed after the due date.

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Proposal 1: Election of Directors

Directors to Be Elected

The size of the Board is currently 11 directors. At the Annual Meeting, Stockholders will elect nine directors to hold office until the 2023 Annual Meeting and until their successors are elected and qualified or until their earlier death, incapacity, resignation or removal. Each director has served continuously since the date of his or her appointment. All nominees have consented to being named in this Proxy Statement and to serve if elected.

If any nominee should be unable or unwilling to stand for election as a director, it is intended that the Securities represented by proxies will be voted for the election of a substitute nominated by the Board. Information shown below for each nominee is as of the date of this Proxy Statement.

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Required Vote

Our Bylaws provide that for a director nominee to be elected, he or she must receive the approval of a majority of the votes cast by Stockholders present in person or represented by proxy voting together as a single class, meaning that the number of votes cast by Stockholders FOR his or her election must exceed the number of votes cast AGAINST his or her election.

Votes to withhold and broker non-votes will not be treated as votes cast for or against Proposal 1 and will therefore have no effect on the outcome of Proposal 1.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL DIRECTOR NOMINEES.

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Structure and Functioning of the Board

Corporate Governance Philosophy

Our corporate governance philosophy is expressed in our Guidelines on Corporate Governance; the charters of our Board’s Audit & Ethics, Compensation, and Governance Committees; our Code of Business Conduct that applies to all officers, directors, employees and contractors; and our Related Party Transaction Policy, Securities Trading and Disclosure Policy, and Foreign Corrupt Practice Act Policy, among others. These governance documents are reviewed for updates at least annually to reflect regulatory developments and corporate governance trends and provide additional guidance to our Board and its committees. The Audit & Ethics, Compensation, and Governance Committee charters, Guidelines on Corporate Governance and Code of Business Conduct are available on the Governance/Documents & Charters page of our website at investors.myyellow.com.

We are committed to effective corporate governance, compliance with applicable laws and regulations, and the highest standards of ethical conduct and good corporate citizenship.

Directors Selected by the Holder of Our Series A Preferred Stock

Pursuant to the Series A Preferred Stock certificate of designations, the IBT, as the holder of our Series A Preferred Stock, has the right to select two directors (“Series A Directors”) and to fill any vacancy left by the death, disability, incapacity, retirement, resignation, disqualification or removal of a Series A Director. Unless disqualified, the holder of the Series A Preferred Stock has the sole right to remove and replace Series A Directors. Each Series A Director was selected by the holder of our Series A Preferred Stock and has served continuously as a director since the date shown below. Information shown below is as of the date of this Proxy Statement.

Holders of Common Stock do not select Series A Directors.

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The term of office of each Series A Director ends on the earlier of (i) the date on which no shares of Series A Preferred Stock are outstanding or the Series A Preferred Stock is subject to redemption pursuant to the certificate of designations; (ii) the death, disability, incapacity, retirement, resignation, disqualification or removal of a Series A Director by the holder of the Series A Preferred Stock; or (iii) the selection and qualification of a successor Series A Director.

Corporate Governance Structure and Function

Our Amended and Restated Certificate of Incorporation provides that our Board will consist initially of nine persons, with the precise number of directors, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series (including the Series A Preferred Stock), fixed from time to time exclusively pursuant to a resolution adopted by the majority of the whole Board. Our Board currently consists of 11 directors. Nine of our directors are elected annually at each Annual Meeting by Stockholders voting together as a single class. Up to two Series A Directors are selected by the IBT, as the holder of our Series A Preferred Stock. While the Series A Preferred Stock remains outstanding, the IBT, as the holder of our Series A Preferred Stock, has the right to appoint a Series A Director to serve on each of the Board’s Audit & Ethics, Compensation and Governance Committees, provided that the director satisfies the qualifications set forth in our Bylaws.

We have a flexible governance structure in which our Board, assisted by its committees, directs our Company’s affairs. Directors are encouraged to have direct dialogue with our management and internal auditors and may request attendance by management and internal and external auditors at Board and committee meetings.

We provide directors with tablet computers and an electronic portal through which they may review our corporate governance documents, compensation plans, Company policies, Board and committee minutes, continuing education materials, and reports and presentations prepared by management, internal and external auditors and other advisors in advance of each meeting. Directors are encouraged to review these materials prior to the meeting. We also use the portal to communicate with directors and solicit their opinions and vote by unanimous written consent.

Our Legal Department makes continuing education opportunities available for directors to assist them in staying updated with legal and governance developments and trends.

The principal responsibility of our directors is to execute their fiduciary duties to promote the interests of Stockholders and the long-term value of our Company. Directors may also consider the interests of other stakeholders, including lenders, customers, suppliers, employees, unions and the communities in which we operate.

Directors generally may rely without independent verification on recommendations, advice and information provided by management and outside experts on matters within their areas of expertise and competence but are encouraged to independently challenge their assumptions and recommendations where appropriate.

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Primary Responsibilities of the Board

As described in our Guidelines on Corporate Governance, our Board’s primary functions are:

Director Independence

Our Guidelines on Corporate Governance and Nasdaq Stock Market (the “Nasdaq”) Listing Rules (“Nasdaq Listing Rules”) require that a majority of our Board be independent. For directors other than Messrs. Hawkins and Webber, our Board has affirmatively determined that none has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and each is therefore independent in accordance with Nasdaq Listing Rule 5605 and the Director Independence Standards (“Director Independence Standards”) included in our Guidelines on Corporate Governance. The Board is in the process of determining independence under the Director Independence Standards for Mr. Webber, who was recently selected by the holder of our Series A Preferred Stock and joined the Board on April 19, 2023.

In making its independence determinations, our Board evaluated the following relationships and affirmatively determined they did not materially affect the respective director’s objectivity or independence:

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Director Resignation Policy

In the event that a director nominee fails to receive an affirmative majority of the votes cast in an uncontested election, the Board, within its powers, may take any appropriate action, including decreasing the number of directors or filling a vacancy. Our director resignation policy requires each incumbent nominee for the Board who does not receive the requisite majority vote in an uncontested election to promptly tender his or her resignation following certification of the Stockholder vote. Our Board will then decide whether to accept the resignation, based on the recommendation of the Governance Committee, within 90 days following the date of the Stockholders’ meeting at which the election occurred and will disclose its determination and, in the event it takes any action other than acceptance of the resignation, its rationale, in a filing with the SEC.

Meeting Attendance

Our Board held 15 meetings during 2022. Directors are expected to prepare for and make every effort to attend and participate in meetings of the Board and committees on which they serve. Our Guidelines on Corporate Governance provide that each director should strive to attend at least 75% of the total number of meetings of the Board and committees on which he or she serves. During 2022, each director attended at least 75% of those meetings.

Our Guidelines on Corporate Governance provide that directors are expected to attend annual Stockholder meetings in person or by telephone or other electronic means. All of our directors attended the 2022 Annual Meeting virtually.

Executive Sessions of Independent Directors

Our independent directors meet in regularly scheduled executive sessions, with at least two executive sessions per year. Board committee members also regularly meet in executive sessions among themselves and with selected members of management and our internal and external auditors. The purpose of these executive sessions is to facilitate candid discussion about important matters affecting our Company.

Board and Committee Self-Assessment

To promote continuous improvement in our corporate governance processes, our Board and committees, led by the Board’s Governance Committee, conduct an annual self-assessment of their effectiveness. The results are tabulated by the General Counsel’s office and then analyzed by the Governance Committee, presented to the Board and used to identify and implement improvements in our governance processes.

Board Committees

Current committee memberships with voting rights are as follows:

Pursuant to our Bylaws, Mr. Doheny, as Board Chairperson, and Mr. Hawkins, as CEO, are ex-officio, non-voting members of each committee and are welcome to attend all committee meetings and to present matters for consideration and take part in consideration of any business of the committee, except when otherwise

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prohibited by applicable law, regulation or Nasdaq requirements. References in this Proxy Statement to committee membership and committee independence exclude Messrs. Doheny and Hawkins and include only voting members.

The Chairperson of each committee handles the function of lead director for committee matters, serves as spokesperson for the committee, and provides recommendations and guidance to our Board, Board Chairperson and management.

Each committee may retain its own legal and other advisors and conduct independent inquiries and investigations at our expense into matters under its oversight. Each committee has the sole right to appoint and direct its own advisors, each of whom is accountable and reports directly to the committee.

Audit & Ethics Committee

The Audit & Ethics Committee of the Board (the “Audit & Ethics Committee”) met six times during 2022.

The Audit & Ethics Committee was established in accordance with Exchange Act Section 3(a)(58)(A). Our Board has affirmatively determined that all members of the Audit & Ethics Committee are independent directors, as defined by Nasdaq Listing Rule 5605 and our Director Independence Standards. The Board has also affirmatively determined that all members of the Audit & Ethics Committee meet the enhanced independence standards prescribed by Nasdaq Listing Rule 5605(c)(2)(A) and Exchange Act Rule 10A-3(b)(1), that the Chairperson of the Audit & Ethics Committee is an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K, and that all members of the Audit and Ethics Committee meet the financial sophistication requirement in Nasdaq Listing Rule 5605(c)(2)(A). The Audit & Ethics Committee’s functions are described in its charter, which is available on the Governance/Documents & Charters page of our website at investors.myyellow.com.

As described in its charter, the Audit & Ethics Committee’s responsibilities include:

Our independent auditor is accountable and reports directly to the Audit & Ethics Committee. The Audit & Ethics Committee reviews our independent auditor’s independence and the overall scope and focus of the annual

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audit. The Audit & Ethics Committee discusses with our independent auditor any relationships or services that may affect its objectivity or independence. If the Audit & Ethics Committee is not satisfied with the independent auditor’s assurances of independence, it will take, or recommend that the Board take, appropriate action to ensure its independence.

Compensation Committee

The Compensation Committee met six times during 2022.

Our Board has affirmatively determined that all members of the Compensation Committee are independent directors, as defined by Nasdaq Listing Rule 5605 and our Director Independence Standards. Our Board has also affirmatively determined that all members of the Compensation Committee meet the enhanced independence standards prescribed by Nasdaq Listing Rule 5605(d)(2)(A) and Exchange Act Rule 10C-1(b)(1). All members of the Compensation Committee also qualify as non-employee directors under Exchange Act Rule 16b-3. The Compensation Committee’s functions are described in its charter, which is available on the Governance/Documents & Charters page of our website at investors.myyellow.com.

As described in its charter, the Compensation Committee’s responsibilities include:

The Compensation Committee has primary responsibility for determining our compensation programs for executive officers and directors. In evaluating the level of executive officer and director compensation, the Compensation Committee takes into consideration advice from its independent consultant and recommendations from senior management, as well as the results of the most recent stockholder advisory vote on executive compensation. The Compensation Committee has sole authority to engage and compensate a compensation consultant and determine its independence from management. The compensation consultant is accountable and reports directly to the Compensation Committee. See Director Compensation and Compensation Discussion and Analysis for additional information about the determination of director and NEO compensation for 2022.

Compensation Committee Interaction with Compensation Consultants

The Compensation Committee engaged Alvarez & Marsal Taxand, LLC (“Alvarez & Marsal”), an executive compensation consulting firm, to provide compensation consulting, including review of the compensation

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programs for our executive officers and the compensation disclosures in this Proxy Statement. Alvarez & Marsal has served as the Compensation Committee’s consultant since August 2020. In selecting Alvarez & Marsal, the Compensation Committee considered and assessed all factors specified under Nasdaq Listing Rules with respect to advisor independence and determined that Alvarez & Marsal is an independent advisor. As an independent advisor, Alvarez & Marsal reports to and is directed by the Compensation Committee. With the exception of certain enterprise transformation and other nominal consulting services provided by certain Alvarez & Marsal affiliates, Alvarez & Marsal provides no other services to the Company. The Compensation Committee determined that the services provided by the affiliate of Alvarez & Marsal did not compromise its independence. Furthermore, based on our review, we are not aware of any conflict of interest that has been raised by the work performed by Alvarez & Marsal.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Patricia M. Nazemetz (Chairperson), Javier L. Evans, David S. McClimon, and Chris T. Sultemeier. None of our executive officers currently serves, or during 2022 served, on the compensation committee or as a director of another entity where an executive officer of that entity also served on the Compensation Committee or the Board. None of the individuals serving as members of the Compensation Committee are now or were previously an officer or employee of the Company.

Governance Committee

The Governance Committee met once during 2022.

Our Board has affirmatively determined that all members of the Governance Committee are independent directors, as defined by Nasdaq Listing Rule 5605 and our Director Independence Standards. The Governance Committee’s functions are described in its charter, which is available on the Governance/Documents & Charters page of our website at investors.myyellow.com.

As described in its charter, the Governance Committee’s responsibilities include:

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The Governance Committee has sole authority to retain and compensate search firms to assist in identifying and recruiting candidates for the Board.

All nine Board nominees identified in this Proxy Statement are current directors. The Governance Committee reviewed the qualifications of each nominee and recommended each nominee for election to the Board. The Governance Committee will consider director nominations from Stockholders in accordance with the Stockholder nominating procedures described in Stockholder Proposals and Director Nominations for 2024 Annual Meeting and in the Company’s Bylaws. In addition to our Director Independence Standards, the following criteria from our Guidelines on Corporate Governance are used by the Governance Committee in considering candidates for director, including nominees submitted by Stockholders:

While the Governance Committee considers all of the factors described above, it may give greater weight to one factor over another when making nominating decisions. The Governance Committee reviews annually the appropriate skills and characteristics required of directors in light of the current composition of our Board, our Director Independence Standards, and Nasdaq and SEC rules. Board candidates nominated by Stockholders must meet the criteria described in this Proxy Statement but will otherwise be considered on the same basis as candidates nominated by the Board. In addition, the Governance Committee may consider any other criteria for nominees it deems appropriate, including, but not limited to:

Board Leadership Structure

Our Bylaws require that the offices of Board Chairperson and CEO be held by separate individuals, and our Guidelines on Corporate Governance require that the Board Chairperson be an independent director. We believe

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separation of the offices of Board Chairperson and CEO is appropriate under our circumstances because it helps preserve our Board’s independence and objectivity, provides an appropriate division of labor between our CEO and Board Chairperson, and contributes to our effective governance, in part by having an independent Board Chairperson available to counsel our CEO and facilitate his interactions with the Board. Matthew A. Doheny, who became Board Chairman in December 2019, brings to this role his financial expertise and experience in financial and operational turnarounds and provides valuable insight to our Board on our financial structure and business strategy. Darren D. Hawkins brings transportation industry knowledge and expertise, along with extensive experience with our Company, to his role as our CEO. In light of the requirement that its Chairperson be an independent director, our Board does not have a lead independent director.

Our business and affairs are managed under the oversight of our Board. There are currently 11 Board members. The three standing committees, Audit & Ethics, Compensation, and Governance, are each comprised of independent directors and are an integral part of our Board leadership structure. In determining the membership of each standing committee, the Governance Committee considers each director’s unique skills and experience in relation to the committee(s) on which he or she serves and the particular needs of each committee.

Our leadership structure also includes an experienced and energetic management team that provides information, business intelligence, reports and opinions to the Board on a regular basis. The Board and committees also rely on the advice of counsel, accountants, executive compensation consultants, internal and external auditors, and other expert advisors.

A robust committee framework sustains lines of communication among directors and with management. Regularly scheduled management reports and presentations, based upon strategic, operational, financial, legal and risk management aspects of our business, provide vital information to our Board and committees. Directors have access to our CEO, CFO and other members of our senior management team.

The Board’s role is to oversee, counsel and direct our senior management team. The role of our executive officers is to develop and implement corporate strategy, conduct our operations, manage our material risk exposures, and implement Board directives. Our Board endeavors to strike an appropriate balance between effective oversight and undue interference with our executives in the conduct of our affairs. We believe our leadership structure is effective because the Board and management respect one another’s roles and work collaboratively to promote Stockholder value.

The Board’s Role in Risk Management

Management is primarily responsible for identifying, assessing and managing our material risk exposures. The Board’s role is to oversee the systems and processes used by management to address those risks.

Management’s processes for identifying, assessing and managing material risk exposures are described in its strategic plan, which is updated by management and reviewed by the Board on an annual and periodic basis.

The Board has delegated specific risk oversight responsibilities to its standing committees as follows:

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Pursuant to its charter, the Audit & Ethics Committee oversees the Company’s enterprise risk management function and the Company’s accounting and financial reporting risk profile. Management reports regularly to the Audit & Ethics Committee to discuss management’s systems and processes for identification, assessment and management of material risk exposures. Such reports contain information regarding the Audit & Ethics Committee’s observations and suggestions pertaining to, among other things:

The Audit & Ethics Committee’s oversight of risks related to accounting and financial reporting includes reviewing the adequacy of our overall control environment and financial reporting function and controls related to selected areas presenting significant financial risk. The Audit & Ethics Committee evaluates key financial statement issues and risks and their potential effect on our financial reporting, including oversight of the integrity of our financial statements and the process used by management to address them. It then reports to the full Board on management’s briefings and its own analysis and conclusions regarding our risk management process, accounting and financial reporting risks, and the steps management has taken to monitor and control risk exposure.

The Board and each committee may retain independent legal and other advisors to advise and assist them in carrying out their risk oversight responsibilities.

Board Oversight of Human Resource Management

In overseeing our management team, the Board has access to information about our human resources objectives, operations and plans. The Board regularly invites officers responsible for our human resources functions to attend and present at Board meetings.

We are committed to human capital resources to foster the safety, both physical and psychological, of our employees and a culture of collaboration, inclusion, integrity, leadership and respect. We believe the Company’s success is firmly built upon our commitment to these values, giving us the ability to attract, develop, and retain quality talent with the skills, diverse experiences, and industry knowledge to significantly benefit our operations and performance. We are driven to create an inclusive and engaged workforce where our people have a sense of belonging and can focus on executing our strategic goals, driving innovation, and delivering on our commitment to customers.

Board Oversight of Sustainability

Yellow is a charter partner in the Environmental Protection Agency’s SmartWay voluntary emissions program. We are committed to complying with applicable environmental statutes and regulations in all countries where we operate, and to continuously improving our environmental performance in our operations. We believe we have a duty to minimize the impact our operations have on the environment by using strategies based on valid data and sound science. Our Code of Business Conduct, applicable to all our employees, enumerates standards for adhering to certain environmental, social and governance (“ESG”) standards. The Board has designated the Audit & Ethics Committee to oversee our compliance and ethics function including the Code of Business Conduct.

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Director Compensation

The table below provides information on the compensation of our non-employee directors for Board service during the year ended December 31, 2022. As required by applicable SEC rules, the disclosure in this section covers all persons who at any time served as a director during 2022, other than Mr. Hawkins, who served as our CEO. Mr. Hawkins received no additional compensation for serving as director.

Director Compensation Plan

On January 19, 2022, the Board adopted a new non-employee director compensation plan (the “Director Plan”) to provide less cash compensation and additional equity compensation to non-employee directors as compared to recent prior years. The Director Plan provides for:

Retention RSU Grant to Chairman of the Board

On January 15, 2022, the Board granted Mr. Doheny, the Company’s Chairman of the Board, a one-time retention award of 200,000 time-vesting RSUs (the “Doheny RSU Award”) with a value of $2,232,000 that will vest in full on January 1, 2025, subject to certain vesting acceleration provisions as set forth in the award agreement. This grant was reported on a Form 4 January 19, 2022. Mr. Doheny has provided extraordinary services over the years, including through his significant role in helping the Company develop its financial turnaround strategy, the One Yellow transformation, described in Company Information—Selected Highlights from 2022. The Board believes Mr. Doheny’s continued service throughout the vesting period will be critical for

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the Company’s successful execution of the One Yellow transformation and certain other key Company events during 2023 and 2024, as well as our ability to face new challenges anticipated to arise during the award’s vesting period. Additionally, the Board believes this award will further align Mr. Doheny’s interest with those of our Stockholders. In determining the value of the award, the Board considered the value of retention awards made to board chairpersons at other companies during periods of financial turnaround and strategic initiatives comparable to our One Yellow transformation.

Equity Ownership Requirements

We do not have an equity ownership requirement for non-employee directors. Under the Director Plan, we provide our non-employee directors annual equity-based compensation in the form of RSUs. Shares of Common Stock are issued pursuant to Annual RSUs, at the election of the individual director, on the earlier of (i) the date the director is no longer serving on the Board due to death, disability, a change in control or other separation from service or (ii) a specified deferral date after the third anniversary of the grant. If no deferral is elected, shares are issued the first business day following such third anniversary of the grant date or earlier upon death, disability, a change in control or other separation from service. We believe this equity award design negates the need for a separate stock ownership requirement for non-employee directors.

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A Message to Our Stockholders

Dear Yellow Stockholders,

The Board of Directors, the Compensation Committee and the Company thank Stockholders for their investment and for their support of our One Yellow enterprise transformation and network optimization described in this Proxy Statement. Executive compensation that allows us to compete for and retain talent is important to the Company and to our One Yellow initiative. The Compensation Discussion and Analysis following this letter reflects our executive pay philosophy and practices for 2022, describes improvements made since the 2021 performance year and announces additional enhancements for 2023 with key Company priorities in mind.

Throughout the year, the Company solicits feedback from our Stockholders to understand their perspectives on our Company, including our executive pay initiatives. We reached out in late 2022 and early 2023 to Stockholders who represent approximately 67% of our outstanding shares to address the compensation design and retention priorities during the One Yellow transformation, to better understand Stockholder perspectives on potential enhancements to our executive pay program, and to clarify the impact of the United States Treasury (“UST”) loans on the program. As a result, members of our Compensation Committee, as well as our Chief Executive Officer, General Counsel, Chief Financial Officer, and Senior Vice President of Treasury and Investor Relations, attended a series of meetings with several key Stockholders to seek their insights on our compensation programs.

Stockholders who accepted our invitation to engage were thoughtful and thorough in providing feedback. They agreed with our continued emphasis on the ability to compete for and retain executive leadership, particularly as we implement the final stages of One Yellow. They recognized that the compensation limits imposed by the UST loans affect our ability to pay market-competitive executive compensation and require unique solutions. For 2022, they endorsed the addition to our Short-Term Incentive Plan (“STIP”) of specific factors that guide the making of awards under the non-formulaic portion of the STIP. For 2023, they suggested and supported basing payouts under the formulaic portion of the STIP on multiple metrics, decreasing the portion of the STIP based on non-formulaic measures, lengthening the vesting period for Long-Term Incentive Plan (“LTIP”) awards, increasing the extent to which the LTIP awards are performance-based, and tying LTIP performance to multiple metrics over a three-year period. They also asked for certain enhancements in compensation disclosures. We have incorporated Stockholder suggestions into our 2023 compensation program.

We thank Stockholders for their valuable feedback, which helps us retain a first-class leadership team that drives Stockholder value. We look forward to continued communication with Stockholders on executive compensation or any other matters and welcome feedback at any time. Stockholders may contact us at investor@myyellow.com.

Sincerely,

Patricia M. Nazemetz

Compensation Committee Chair

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation decisions made for 2022 with respect to our 2022 NEOs. The table below lists our NEOs and their titles.

Executive Summary

2022 Executive Compensation Program and the CARES Act Credit Facilities

At the beginning of 2022, Mr. Hawkins and the management team remained focused on executing a comprehensive business strategy to achieve long-term profitability and stability. Given the compensation limits required by the CARES Act, the Compensation Committee continued to focus on an executive compensation program that is designed to achieve the goals of our underlying compensation philosophy. Our philosophy, described in Compensation Philosophy and Objectives, remains consistent with prior years and emphasizes the retention of executive leadership. The Compensation Committee considers retention especially important in light of the One Yellow transformation described in Company Information—Selected Highlights from 2022.

In July 2020, the Company entered into the UST Loans with the U.S. Department of Treasury as permitted under the CARES Act. These agreements limit the total compensation we can currently pay to certain officers and employees, including our NEOs. Under these limits, the total reportable compensation for officers and employees whose compensation exceeds $425,000 during any consecutive 12-month period, beginning on the date on which the UST Loan agreements were executed (July 7, 2020) and ending one year after the loan is no longer outstanding, will be limited until one year following repayment or refinancing of the loan (“Restriction Period”). When the 2022 compensation program was approved by the Compensation Committee in January 2022, the Restriction Period had the potential to last more than five years, but the actual duration was (and remains) unknown because the duration depends on when the Company repays or refinances the UST Loans. The maturity date of the UST Loans is September 30, 2024; consequently, if the UST Loans are paid at maturity, the Restriction Period would end on October 1, 2025. A violation of the CARES Act limits is an event of default under the UST Loan agreements, which could adversely affect the Company’s financial position. Accordingly, complying with the CARES Act limits is of paramount importance in the design of our compensation program for 2022 and beyond.

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For 2022, one of three categories applies to each NEO based on compensation earned during the Restriction Period:

Executive leadership retention is crucial to continuing our successful transformation to One Yellow. Paying executives market-competitive compensation levels is critical for the Company to retain its executive leadership team and, in turn, protect Stockholder value. However, the CARES Act and compensation restrictions under the UST Loan agreements make it difficult for the Company to pay its executives market-competitive compensation levels under normal public company executive pay programs. Additionally, limiting executive’s future pay to 2019 levels does not contemplate compensation increases for promotions and increased responsibility, further restricting the ability to pay market-level total compensation. These obstacles are exacerbated by two unique circumstances which significantly disadvantage the Company. First, in 2019, Yellow’s executives were paid below market level, so that limiting executives’ future pay to such 2019 levels compensation would put the executives well below reasonable market levels (approximately at or below 25th percentile of market in any one year). Second, Yellow’s peers are not subject to these compensation restrictions and may elect to pay reasonable market level compensation.

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In light of these restrictions and other unique circumstances, the Compensation Committee was faced with two options:

The Compensation Committee believes the second option better aligns with our compensation philosophy and serves Stockholder interests, so the Compensation Committee created a compensation program for our 2019 Restricted Executives and SRP Restricted Executives on this basis.

2019 Restricted Executives

The Compensation Committee has designed a compensation program for our 2019 Restricted Executives, Messrs. Hawkins and Ringgenberg, aimed at providing a competitive compensation package, complying with the CARES Act and retaining and motivating our 2019 Restricted Executives. To this end, the Compensation Committee targeted total direct compensation for these executives generally near the 50th percentile of market. During the Restriction Period, the Compensation Committee has prioritized base salary to provide an adequate component of total direct compensation that is not at risk and reduced ordinary course short-term incentives (annual bonus) and equity-based long-term incentives (“LTI”). These reductions in ordinary course short-term and long-term equity-based incentives reduce the amount of each executive’s annual reportable total compensation to an amount that complies with the CARES Act restrictions. The value of any such reductions to annual bonus or equity-based LTI was granted in the form of deferred cash awards that are subject to performance-vesting criteria and cannot be earned until the expiration of the Restriction Period (other than upon certain qualifying terminations), as described below. Granting the value of these reductions in the form of deferred cash awards gives us the opportunity to provide these executives with market-competitive compensation when we are no longer subject to the CARES Act restrictions.

Two types of deferred cash awards can be made to the 2019 Restricted Executives. Long-Term Annual Bonus Awards (defined below) are made with respect to any reductions to the executives’ ordinary course short-term incentive award (annual bonus). Deferred LTI Cash Awards (defined below) are made with respect to any reductions to the executives’ ordinary course equity-based long-term incentive awards.

For payout of Long-Term Annual Bonus Awards, if made, and Deferred LTI Cash Awards, both of the following performance conditions (the “UST Loan Performance Conditions”) must be achieved: (i) the payback

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or refinancing of the UST Loans and (ii) the Company has a positive earnings before interest, taxes, depreciation and amortization expense (“EBITDA”) for the last 12-month period of the Restriction Period.

SRP Restricted Executives

The Compensation Committee has designed compensation packages that allow the Company to pay its SRP Restricted Executives (described and identified in the table above) market-level compensation under its standard executive pay programs while complying with the CARES Act. The Compensation Committee determined the anticipated target total direct compensation during the Restriction Period for certain of these executives and granted them one-time long-term retention equity awards that will time-vest over five years (“SRP Special Awards”) in lieu of ordinary course equity awards that would have otherwise been awarded over the duration of the Restriction Period but for the CARES Act limits. As a result, for the year in which an NEO receives an SRP Special Award, such NEO’s total direct compensation as reported in that year’s proxy statement Summary Compensation Table will be much greater than the targeted total direct compensation for that NEO. Any future annual equity awards granted to these executives will be reduced in proportion to what was granted as additional equity compensation to prevent a windfall to the executives. The table below shows how the SRP Special Awards granted to our SRP Restricted Executives is expected to affect each executive’s equity compensation in the coming years.

The Compensation Committee determined total direct compensation for our SRP Restricted Executives by evaluating relevant survey and proxy market data. Generally, overall target compensation for the SRP Restricted Executives is below the 50^th percentile of the market. The targets vary below the 50th percentile based on data for the position, the relevant experience of the executive, and other relevant factors.

The SRP Special Awards were made to ensure flexibility to align future compensation for SRP Restricted Executives with Company and Stockholder interests, as the baseline compensation set during the SRP (defined above) will impact the amount of compensation that these executives can receive in the future. In effect, these awards permit the Company to continue to provide SRP Restricted Executives with market-level compensation opportunities in accordance with the Company’s “normal” compensation program while complying with the CARES Act. For retention purposes, the SRP Special Awards are subject to a five-year time-vesting schedule (the anticipated duration of the Restriction Period at the time these were granted). In light of the continued volatility in the macroeconomic climate and the extensive duration of the vesting period, the Compensation Committee recognized the difficulty in identifying appropriate long-term performance metrics and goals in a way that would allow these awards to meaningfully drive performance. Although we do not anticipate granting any additional SRP Special Awards in the future, in light of Stockholder feedback suggesting a performance

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component and the fact that we are closer to expiration of the Restriction Period (therefore decreasing the duration of the vesting period), any SRP Special Awards granted in future years will include a performance component. See additional detail below in Response to Stockholder Feedback on NEO Compensation Program.

The decrease in the price of our Common Stock has diluted the value of the SRP Special Awards, as shown in the table below. Annual LTIP awards made to Ms. Dawson and Messrs. Olivier and Harris will continue to be reduced by $300,000, $400,000 and $200,000, respectively, even though their SRP Special Awards have not retained their value through December 31, 2022. When granting SRP Special Awards and committing to the annual LTIP reductions described above, the Compensation Committee recognized that, as with any equity-based award, a decrease in the price of our Common Stock at any time during the Reduction Period could dilute the ultimate value of the SRP Special Awards. The SRP Special Awards are unique in that this dilution could make the aggregate reduction to annual LTIP awards greater than the value of the SRP Special Awards, resulting in a net loss of target direct compensation for our SRP Restricted Executives over the five-year period. The Compensation Committee believes that this risk further ties our SRP Restricted Executives’ pay to Company performance and, in turn, aligns their interests with those of our Stockholders.

2022 Executive Compensation Highlights

As described above, the Company’s decision to enter into the UST Loans has affected the design of our compensation program. As a result, the Company made changes to both the short-term and long-term compensation programs to account for the CARES Act limits. See 2022 Executive Compensation Program and the CARES Act Credit Facilities.

Notwithstanding the limitations placed on the design of our compensation program by the CARES Act as discussed above, in reviewing Company performance and earned executive pay for 2022, the Compensation Committee believes that the executive compensation program achieved its objective of aligning pay and performance and therefore validates our fundamental pay framework, comprised of:

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The Role of Say-On-Pay Votes

Say-On-Pay Votes

The Compensation Committee and our Board believe our Stockholders, who benefit from our NEOs’ efforts to achieve strong financial and operational results, should have a say in how we compensate our NEOs. As selected by our Stockholders at our 2017 Annual Meeting of Stockholders and approved by our Board, an advisory vote to approve the compensation of our NEOs (say-on-pay proposal) is held annually. The Compensation Committee has considered, and will continue to consider, the outcome of say-on-pay proposals in determining NEO compensation design. Pursuant to Proposal 4 included in this Proxy Statement, our Stockholders will be voting again on the frequency of stockholder advisory votes to approve the compensation of our NEOs, and the Board is recommending annual frequency.

At our 2022 Annual Meeting of Stockholders, approximately 44.6% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. Based on information provided by Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”), we believe a primary reason for recommending an “against” vote was our level of outreach to our Stockholders to explain our unique compensation practices and our incorporation of Stockholder suggestions on changes to compensation design. See Proposal 3: Advisory Vote on Named Executive Officer Compensation for additional information.

Response to Stockholder Feedback on NEO Compensation Program

Stockholder Outreach

In late 2021 and early 2022, we contacted various holders of our Common Stock to offer meetings to discuss proxy voting matters and corporate governance. The outreach was to the holders of approximately 65% of the outstanding shares of our Common Stock, not including shares held by the UST, which accounted for approximately 31% of our outstanding Common Stock as of the record date for our 2022 annual meeting. Including the shares held by the UST in the base calculations, our outreach in late 2021 and early 2022 accounted for approximately 45% of our Common Stock in the aggregate.

In early December 2022, we invited 39 Stockholders to meet with us in December 2022 and January 2023 to discuss NEO compensation matters. This increased our outreach from the prior year to the holders of approximately 67% of the holders of our outstanding Common Stock (including the shares held by the UST). Compared to the prior year, we also offered to meet and held meetings earlier in the compensation design process to give our Compensation Committee ample time to analyze Stockholder feedback prior to adopting our 2023 compensation program.

A total of five Stockholders accepted our invitation and met with us. Additionally, one Stockholder provided feedback via email. Each meeting was attending by at least two members of our Compensation Committee (which is comprised of all independent directors), as well as our CEO, General Counsel, CFO, and Senior Vice President of Treasury and Investor Relations. All members of the Compensation Committee participated in one or more meetings with Stockholders. In these meetings we presented our current and potential future compensation design, eliciting feedback and suggestions on both. We also offered additional insights on our compensation programs, including the impact of the UST Loan agreements and the need to retain executive leadership throughout the One Yellow Transformation.

Stockholder Feedback and Company Response

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Using these insights, our Compensation Committee designed a 2023 compensation program that aligns with Stockholder feedback, promotes the Company’s executive compensation philosophy and objectives set forth below, and complies with the compensation restrictions under the UST Loan agreements. See Description of Compensation Components—2023 Short-Term Incentive Enhancements and Description of Compensation Components—2023 Long-Term Incentive Enhancements for details additional detail about our 2023 compensation program.

We engage with our Stockholders year-round, and our engagement efforts are not limited to the compensation engagement initiative described above. Our Investor Relations team endeavors to be informed, accessible and robust with its messaging. Its goal is to respond to institutional and retail investor inquiries within one business day. In connection with each quarterly earnings release, the Company posts on its website a slide deck presenting quarterly information in tables and graphics to facilitate analysis of information in the release. A recording of each quarterly earnings conference call is available on our website. An investor deck is normally updated each quarter and is also available on our website. The Company regularly responds to investor or analyst invitations to meet and attends sell-side investor conferences whenever practicable.

Compensation Philosophy and Objectives

Our Compensation Committee (which is comprised of all independent directors) establishes our compensation philosophy and oversees our executive compensation program. The independent directors of our Board approve our CEO’s compensation.

Our fundamental goal is to create sustainable long-term value for our Stockholders. To help achieve this goal, the primary objectives of our executive compensation program are to:

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Our executive compensation program has reflected our unique and challenging circumstances. It has served to balance risk and reward as we have strived to de-risk our balance sheet, improve our profitability and position the Company for long-term Stockholder value creation.

Determining Executive Compensation

The Compensation Committee has primary responsibility for determining the compensation packages for our NEOs. In making its determinations, the Compensation Committee considers a variety of factors, including the Company’s operating performance and financial strength, management’s development and execution of business strategies to achieve long-term profitability and stability, the needs of the business to attract, motivate, and retain experienced executives, the unique skills and abilities of individual executives, competitive market data, advice provided by the Compensation Committee’s independent consultant, and additional information and recommendations made by our CEO, other members of our executive leadership team and our Stockholders. Our CEO does not make recommendations with respect to his own compensation or participate in the deliberations regarding the setting of his own compensation. As already noted, many of the determinations made by the Compensation Committee for 2022 were in response to the need for executive leadership stability and continuity during the One Yellow transformation, the compensation limitations imposed on us by the CARES Act, and our Stockholders’ concerns about executive retention and motivation in light of these circumstances.

The Role of Benchmarking

The Compensation Committee recognizes that our success depends on our ability to attract and retain skilled executive officers and that we are at risk of our executives leaving our Company to join our known competitors where compensation packages may be more attractive. Thus, despite our unique situation due to the CARES Act limits, the Compensation Committee does review and consider the compensation paid by our known competitors, in terms of the elements of pay, total available pay opportunities, and compensation actually received, in each case with the goal of establishing executive compensation packages that will be attractive to our NEOs and competitive with those companies in our identified peer group. In this regard, and for the purpose of targeting total direct compensation at competitive market levels, the Compensation Committee has requested and reviewed competitive market pay information from its independent consultant, Alvarez & Marsal.

The competitive market data provided by our independent compensation consultants was based, in part, on the following peer group that was developed by these consultants and approved by the Compensation Committee:

Based on the competitive market data of the peer group of companies listed above, the Compensation Committee focuses on providing a competitive compensation package that will allow us the opportunity to attract and retain key executives. While we compete with several companies in the peer group above for talent, the Compensation Committee recognizes that there are fundamental differences in our operating and capital structure compared to the peer group of companies listed above that cause our operating results and financial performance to differ from the peer group companies. This is the case even where the industry and our business operations are similar. As already noted, our peers are not subject to the compensation restrictions under the CARES Act and can pay reasonable market level compensation under typical public company executive pay programs. Additional

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differences include our collective bargaining agreements and related benefit funding obligations, each of which further exacerbates our competitive disadvantage.

The Role of Consultants

The Compensation Committee has the exclusive authority to engage an independent compensation consultant and to direct its work. For compensation decisions for the executive officers and the non-employee directors, after considering the independence criteria established by the SEC, the Compensation Committee engaged Alvarez & Marsal as its independent consultants for 2022. Alvarez & Marsal reports directly to the Compensation Committee. In 2022, certain affiliates of Alvarez & Marsal provided enterprise transformation and other consulting services. In 2022, aggregate fees paid for compensation services were $355,058, and aggregate fees paid other consulting services were $1,863,943. The Compensation Committee determined that the services provided by the affiliate of Alvarez & Marsal did not compromise its independence. See Structure and Functioning of the Board—Board Committees—Compensation Committee Interaction with Compensation Consultants for additional information.

Description of Compensation Components

Base Salary

Factors for determining base salary for our NEOs include their experience and level of responsibility, peer group comparisons, and internal pay equity considerations among executive officers. The table below sets forth the NEO base salaries in effect as of December 31, 2022. In January 2022, Mr. Hawkins’ salary was increased to $1,250,000 from $1,100,000; salaries for Ms. Dawson and Messrs. Olivier and Ringgenberg were increased to $475,000 from $450,000; and Mr. Faught’s salary was increased to $300,000 from $250,000, in each case, reflecting an annual increase as well as an increase related to changes in the structure of each NEO’s compensation package due to CARES Act limits. The Compensation Committee considered that during the Restriction Period, these NEOs will not be eligible to realize market levels of compensation. Given this concern and our focus on executive leadership retention, the Compensation Committee believes that the increase provided each NEO with an adequate component of total direct compensation that is not at risk through the expiration of the Restriction Period. These salary increases align with our Stockholders’ interest in providing sufficient compensation to retain and motivate our executives. The salary increases did not impact overall target total direct compensation for any of our NEOs.

Short-Term Incentive Compensation

The purpose of our 2022 Short Term Incentive Program (“2022 STIP”) was to motivate and reward executives for short-term improvements in Adjusted EBITDA (defined and described below), Safety, Operating Ratio, and performance against the Company’s top priorities for 2022, which collectively contribute to Stockholder value. The Compensation Committee established performance goals that it believed would be challenging to achieve based on the business forecast information that was available to it in early 2022.

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Adjusted EBITDA Portion of 2022 STIP

Fifty percent of each NEO’s 2022 STIP opportunity (“Adjusted EBITDA Portion”) was based on Adjusted EBITDA levels (in dollars) as set forth below in 2022 STIP Performance Objectives and Results. Adjusted EBITDA, is an important and commonly used measure in our industry and by our management to evaluate our core operating performance. It is a key component of our term loan credit agreement financial covenants.

The Compensation Committee believes Adjusted EBITDA is an appropriate performance goal for incentive compensation because improvement in our core operating performance and compliance with the financial covenants of our term loan credit agreement are imperative for our short-term and long-term success.

“Adjusted EBITDA” is a non-GAAP financial metric that reflects our EBITDA, and further adjusts for letter of credit fees, equity-based compensation expense, net gains or losses on property disposals, restructuring charges, transaction costs related to issuances of debt, non-recurring consulting fees, non-cash impairment charges and the gains or losses from permitted dispositions, discontinued operations, and certain non-cash expenses, charges and losses (provided that if any of such non-cash expenses, charges or losses represents an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period will be subtracted from Adjusted EBITDA in such future period to the extent paid).

We believe our presentation of EBITDA and Adjusted EBITDA is useful to investors and other users as these measures represent key supplemental information our management uses to compare and evaluate our core underlying business results, particularly in light of our leverage position and the capital-intensive nature of our business. EBITDA is commonly used by other companies in our industry and provides a comparison for investors to evaluate the performance of the companies in the industry. Adjusted EBITDA better helps investors to understand how the Company is maintaining compliance with our key financial covenants in our term loan agreements.

Non-Formulaic Portion of 2022 STIP

The other 50% of each NEO’s 2022 STIP opportunity (“Non-Formulaic Portion”) was subject to performance-based guidelines set at the beginning of the performance year. The Compensation Committee believes that rewarding performance incentivizes the management team to determine how they can best support the Company’s priorities for the year. The flexibility that the Compensation Committee has to determine payout under this component is critical as the performance environment and strategic challenges can change unpredictably during a year due to economic, customer, industry, and other circumstances. In January 2022, the Compensation Committee adopted guidelines to be used when assessing achievement under this component of the 2022 STIP. This was a change from the 2021 STIP in which the Compensation Committee had general discretion to assess achievement under this component. This change was made based on our analyses of shareholder advisory firm policies and in anticipation of Stockholder suggestions to move away from open-ended discretion.

When considering the payout under the Non-Formulaic Portion of the 2022 STIP, the Compensation Committee reviewed improvement over 2021 in Safety and in Operating Ratio and the Company’s 2022 performance against top Company priorities for 2022 (creating operational attitude, continuing hiring post-COVID 19, enhancing customer experience, creating a sustainable “go-getter” culture, and always remembering the debt load (collectively, the “2022 Priorities”)). Improvement in Recordable Incident Rate ties to our number one Company value (safety), and improvement in Operating Ratio highlights the importance of financial efficiencies in conducting our operations.

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2022 STIP Performance Objectives and Results

The table below provides 2022 STIP objectives and results:

Adjusted EBITDA Portion – Actual Performance: The Adjusted EBITDA targets set for 2022 exceeded those set for 2021. Although Adjusted EBITDA improved by $37.1 million from 2021 to 2022, Adjusted EBITDA for 2022 was below the threshold performance level set for our short-term incentive program; thus, no payout was earned under the Adjusted EBITDA Portion.

Non-Formulaic Portion: Although results for 2022 in Safety and Operating Ratio fell short of the 2022 goals, the Company improved both measures compared to 2021. Additionally, the Compensation Committee believes the NEOs achieved strong successes in support of the 2022 Priorities, as evidenced by the achievements set forth in Company Information—Selected Highlights from 2022. However, based on the degree to which Adjusted EBITDA fell below the threshold level, the Compensation Committee determined there would be no awards under this portion of the STIP.

Since no awards were made under the 2022 STIP, no Long-Term Annual Bonus Awards were made to our 2019 Restricted Executives in lieu of ordinary course payouts under the 2022 STIP. See 2022 Executive Compensation Program and the CARES Act Credit Facilities.

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2023 Short-Term Incentive Enhancements

In response to Stockholder feedback received prior to our adoption of the 2023 program, the Compensation Committee made the following changes to our short-term incentive program:

2022 Long-Term Incentive Plan (2022 LTIP)

Deferred LTI Cash Award for Hawkins and Ringgenberg

In January 2022, Messrs. Hawkins and Ringgenberg, the 2019 Restricted Executives, were each awarded Deferred LTI Cash Awards in lieu of our traditional equity incentive award under the LTIP. The Deferred Cash LTI Award is designed to motivate long-term performance and provide a retention incentive in light of the CARES Act restrictions. When determining the value of these Deferred LTI Cash Awards, the Compensation Committee considered that each 2019 Restricted Executive’s ordinary course equity-based long-term incentive award for 2022 was reduced to zero to comply with the CARES Act and, in light of such reductions, the Compensation Committee determined the amount of compensation necessary for each executive to receive total direct compensation near the 50th percentile of market. As discussed in Response to Stockholder Feedback on NEO Compensation Program, Stockholders understood the purpose of the Deferred LTI Cash Awards and supported these awards, particularly their anti-dilutive impact and the UST Loan Performance Conditions. See 2022 Executive Compensation Program and the CARES Act Credit Facilities for additional detail about the purpose of these awards.

The Deferred LTI Cash Awards made to Messrs. Hawkins and Ringgenberg in January 2022, equal to $1,467,000 and $589,000, respectively, are each subject to time-vesting and performance-vesting criteria. The awards time-vest in ratable installments, subject to continued employment (other than as set forth below), on January 19 of each of 2022 (the grant date), 2023 and 2024, and will performance-vest and be paid only if the Company (i) repays or refinances the UST Loans; and (ii) the Company has a positive EBITDA for the last 12-month period of the Restriction Period. The Deferred LTI Cash Awards, therefore, are directly tied to the Company’s performance and ability to repay the UST Loans. If the applicable NEO’s employment terminates

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prior to the end of the Restriction Period, the portion of the award that has time-vested as of such termination will remain outstanding and eligible to vest subject to the UST Loan Performance Conditions, and the remainder will be forfeited; provided that:

SRP Special Awards for Ms. Dawson and Mr. Faught

As described in 2022 Executive Compensation Program and the CARES Act Credit Facilities, in addition to the traditional annual equity grants under the LTIP, on January 19, 2022, the Compensation Committee approved one-time SRP Special Awards in the form of RSU grants valued at approximately $1,000,000 and $750,000, respectively, vesting ratably over five years, to Ms. Dawson and Mr. Faught.

These grants were made taking into account the potential impact of the CARES Act limits on the total compensation of these NEOs over the Restricted Period. The Compensation Committee determined the anticipated target total direct compensation during the Restriction Period for Ms. Dawson and Mr. Faught and granted these SRP Special Awards in lieu of ordinary course equity awards that would have otherwise been awarded over the duration of the Restriction Period but for the CARES Act limits. As a result, each of Ms. Dawson’s annual LTIP awards for 2023 through 2027 will be reduced by $200,000 per year. But for his separation from service, Mr. Faught’s annual LTIP awards for 2023 through 2027 would have been reduced by $150,000 per year. Upon his separation from service on December 8, 2022, Mr. Faught vested in a number of RSUs under his SRP Special Awards worth $32,106 (based on closing market price on December 8, 2022) and forfeited the remainder of his SRP Special Award. See 2022 Executive Compensation Program and the CARES Act Credit Facilities for additional details about these awards.

The Compensation Committee does not anticipate granting any additional SRP Special Awards in the future. However, should it determine to do so, in response to Stockholder feedback, any future SRP Special Awards will include a performance component. See Stockholder Feedback and Company Response for additional detail.

2022 Annual Equity Grants

Ms. Dawson and Messrs. Harris, Olivier and Faught continued to receive traditional equity incentive awards for 2022 in the form of time-based RSUs granted on January 19, 2022 that vest in ratable installments, generally subject to continued employment, on January 19 of each of 2022 (the grant date), 2023 and 2024.

As described above and in 2022 Executive Compensation Program and the CARES Act Credit Facilities, the 2022 annual LTIP awards granted to Messrs. Harris and Olivier were each subject to reduction of $300,000 and

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$400,000, respectively, due to the SRP Special Awards granted to each executive in 2021. Absent such reductions, Messrs. Harris and Olivier each would have received an award equal to 100% of his base salary in effect at the time of grant, with the number of RSUs granted to be based on the 30-day volume-weighted average price preceding the grant date. Following these reductions, Mr. Harris’ 2022 LTIP award was approximately $200,000 and Mr. Olivier’s award was approximately $175,000.

Because Ms. Dawson’s and Mr. Faught’s SRP Special Awards were made in 2022, LTIP award reductions were not scheduled to commence until 2023 (see 2022 Executive Compensation Program and the CARES Act Credit Facilities and SRP Special Awards for Ms. Dawson and Mr. Faught). Therefore, Ms. Dawson and Mr. Faught each received a 2022 LTIP award equal to 100% of base salary ($475,000 and $300,000, respectively), with the number of RSUs granted based on the 30-day volume-weighted average price preceding the grant date.

2023 Long-Term Incentive Enhancements

For fiscal year 2023, in response to Stockholder feedback received prior to our adoption of the 2023 program, the Compensation Committee made the following changes to our long-term incentive program:

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Benefit Plans

All NEOs are eligible to participate in our health and welfare plans, including those providing medical, pharmacy, dental, vision, life insurance, and accidental death and dismemberment benefits, on the same basis as our other non-union employees. Our NEOs pay the same price for their elected benefits as other non-union employees.

Our NEOs may participate in the Yellow Corporation 401(k) plan, a defined contribution, tax-qualified retirement savings plan (the “401(k) plan”). The Internal Revenue Code of 1986, as amended (“Tax Code”), limits the contributions NEOs and other highly compensated employees can make to the 401(k) plan. From January 1, 2022, through September 30, 2022, the Company made nondiscretionary matching cash contributions equal to 50% of participant contributions up to a deferral election of 4%. Thereafter, the employer contribution increased to 50% of participant contributions up to a deferral election of 6%. In February 2023, the Company suspended the matching cash contributions under the 401(k) plan.

We sponsor two qualified defined benefit pension plans for employees of our Company and certain participating subsidiaries who began employment with us before January 1, 2004. We froze benefit accruals under these plans on July 1, 2008. Mr. Hawkins participates in the Yellow Corporation Pension Plan, based upon his service prior to that date. See Executive Compensation—Pension Benefits for a discussion of the Yellow Corporation Pension Plan.

We sponsor a tax-qualified employee stock purchase plan (the “2020 ESPP”) that is made available to substantially all U.S. employees, including our NEOs, which allows participants to acquire shares of Common Stock at a discounted price. The purpose of the plan is to encourage employees at all levels to purchase stock and become Stockholders. The plan allows participants to buy shares of Common Stock at a 10% discount to the market price. No more than the least of (i) 250 shares of Common Stock, (ii) such number of shares of Common Stock equal to $12,500 and (iii) such number of shares equal to 10% of the participant’s annualized base salary in effect at the start of such offering period (for (ii) and (iii) based on the Fair Market Value of such shares (determined at the time such option is granted)) may be purchased per six-month offering period. Additionally, under Section 423 of the Tax Code, a plan participant may purchase no more than $25,000 in fair market value (as defined in the 2020 ESPP) of shares of Common Stock in any calendar year.

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Severance Policy and Other Termination-of-Employment Benefits

In February 2015, the Compensation Committee adopted the current severance policy (“Severance Policy”) to establish post-termination compensation to corporate and operating company executives. The Severance Policy provides that to be eligible for any post-termination compensation, the employee must first timely execute a separation agreement and release of claims against the Company. The terms of these agreements may vary in the Compensation Committee’s discretion. Executive officers who are not party to a separate, individual severance agreement will be entitled to a severance amount equal to 18-months’ salary, payable in regular installments over the specified period. Severance is payable under the Severance Policy only upon involuntary termination without Cause (as defined in the Severance Policy). Change in control-related severance amounts are paid in a lump sum.

The period during which the executive receives post-termination compensation begins 60 days following termination. During this period, the terminated executive may elect to receive continued health insurance coverage through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at the rate payable by other terminated non-union employees through the end of the post-termination compensation period or until the terminated executive becomes entitled to other employer-provided health plan coverage, but the Company does not reimburse such coverage. The terminated executive’s other benefits (pension, 401(k) plan participation, disability, incentive compensation, etc.) cease on the termination date.

As of December 31, 2022, the Severance Policy was applicable to Messrs. Olivier, Harris, Ringgenberg and Ms. Dawson but not to Mr. Hawkins, who was party to a separate, individual severance agreement. See Executive Compensation—Potential Payments upon Termination or Change of Control—Hawkins Severance Agreement.

Recipients of equity incentive awards may be entitled to accelerated or prorated vesting of those awards under certain circumstances. Unvested equity awards will not vest upon a Change of Control unless there is a termination without Cause or a resignation for Good Reason within 12 months following the Change of Control (each as defined under Executive Compensation—Potential Payments upon Termination or Change of Control—Restricted Stock and Restricted Stock Unit Award Agreements). Messrs. Hawkins’s and Ringgenberg’s Deferred LTI Cash Awards are eligible to vest in part upon certain Qualifying Terminations. See Executive Compensation—Potential Payments upon Termination or Change of Control.

Executive Stock Ownership Policy

In February 2018, we implemented the current executive stock ownership policy that requires all executive officers to own the number of shares of our Common Stock equal to the fixed number of shares owned at the time the policy was adopted or at the time the new executive is added to the policy. All executive officers are subject to the executive stock ownership policy. The required salary multiple for each such executive is 1.5, except for our CEO, whose required salary multiple is 3.0. Each executive must comply with the executive stock ownership policy by the later of the fifth anniversary of its adoption or the date the individual is promoted or hired into his or her current executive officer role. Prior to the fifth anniversary, the executive officer may only sell to the extent he or she holds at least 50% of his or her total holding requirement after giving effect to the sale. The total holding requirement includes both vested and unvested common shares. The minimum share ownership guidelines are intended in part to ensure that executive officers have a financial stake in the Company that is aligned with that of our Stockholders. Although we recognize that some of our peers have stricter share ownership guidelines, unlike our peers, the compensation restrictions under the CARES Act limit our ability to grant traditional long-term equity awards to some of our executive officers.

Incentive Compensation Recovery Policy

In December 2007, the Compensation Committee adopted an executive compensation recovery policy that allows the Compensation Committee, in its sole discretion, to recover from executive officers any annual and

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long-term incentive compensation that is based upon financial statements required to be restated as a result of errors, omissions, or fraud, regardless of whether an executive officer causes the restatement. The incentive compensation subject to recovery is that which exceeds the compensation that would otherwise have been granted based upon the restated financial results but only to the extent of unvested or deferred equity awards. The Compensation Committee will consider the impact of taxes previously paid or withheld when determining whether, and to what extent, to recover incentive compensation.

On October 26, 2022, the SEC adopted rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final rules direct stock exchanges to establish listing standards requiring listed companies to develop and implement a clawback policy providing for recovery of incentive-based compensation erroneously received by current or former executive officers during the three completed fiscal years immediately preceding the year in which the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. The Company intends to adopt in a timely manner a clawback policy complying with the requirements of the SEC and Nasdaq.

Limitations on Deductibility of Executive Compensation

Prior to the Tax Cuts and Jobs Act (“Tax Reform”) that was signed into law on December 22, 2017, Section 162(m) of the Tax Code placed a $1 million limit on the amount of compensation the Company could deduct in any one year for compensation paid to our CEO and to certain of our other NEOs unless the compensation qualified as “performance-based compensation.” The Tax Reform, which took effect for tax years beginning December 31, 2017, retained the $1 million deduction limit but repealed the “performance-based compensation” exception. The Tax Reform also expanded the definition of covered employees under Section 162(m) to include the CFO and any executive who is subject to the limitation in tax years beginning after 2016. While the Compensation Committee will continue to consider the deductibility of compensation as one factor in determining executive compensation, the Compensation Committee will also continue to consider other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program, even if the compensation is not deductible by us for tax purposes.

Restrictions on Pledging Common Stock Awards and Abusive Trading Practices; Anti-Hedging Policy

Our Securities Trading and Disclosure Policy prohibits our directors and officers from placing their Common Stock in a margin account with a broker or pledging their Common Stock as collateral to secure a debt. The policy also prohibits abusive trading practices involving our Common Stock, such as short-sales or hedging against market risk. Specifically, executive officers, directors and certain other designated persons as outlined in our policy are prohibited from engaging in hedging or monetization transactions related to Company or Company subsidiary securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. Based upon information submitted by our directors and executive officers, we do not believe any Common Stock held by them has been placed in a margin account or pledged as security for a loan.

Compensation Risk Assessment

Our Compensation Committee has reviewed our compensation policies and practices, including incentive programs, to ensure they do not encourage unreasonable or excessive risk-taking. Based upon this review, we believe our compensation policies and practices are not reasonably likely to expose us to unreasonable or excessive risk that could have a material adverse effect on us. We believe our practice of providing a significant portion of compensation in the form of long-term equity compensation and using multiple performance measures in our incentive plans serve to balance risk and reward. We also maintain a prohibition on hedging and an incentive compensation recovery policy to mitigate undue risk associated with compensation.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement and, based upon such review and discussion, we recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2022.

Patricia M. Nazemetz, Chairperson

Javier L. Evans

David S. McClimon

Chris T. Sultemeier

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Executive Compensation

The tables below provide information on our NEO compensation for 2022, 2021 and 2020, as applicable.

Summary Compensation Table⁽¹⁾

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The number of shares of time-vesting RSUs awarded to each of our NEOs and the grant date fair value as determined in accordance with FASB ASC Topic 718 are as follows:

2022 Grants

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Grants of Plan-Based Awards

The table below describes the grants of plan-based awards to our NEOs during the year ended December 31, 2022.

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Outstanding Equity Awards at Fiscal Year-End

The following table describes the outstanding stock awards for each NEO who had outstanding awards as of December 31, 2022.

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Stock Vested

The following table displays amounts received through restricted stock and RSU vesting during 2022.

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Pension Benefits

The following table provides information regarding pension benefits for our NEOs eligible for pension benefits for the year ended December 31, 2022

Yellow Corporation Pension Plan

The Yellow Corporation Pension Plan, a legacy noncontributory defined benefit plan, was frozen to new employees after December 31, 2003. Benefit accruals under the plan were frozen on July 1, 2008. Plan benefits are calculated based solely on salaries and cash annual incentive compensation and service earned before July 1, 2008. Participants are vested after five years of service. Pension benefits may be paid in a lump sum beginning at age 65 or upon termination for any participant.

Mr. Hawkins, the only NEO with accrued benefits under the plan based on his years of service and compensation prior to July 1, 2008, will be entitled to an annual pension benefit (single life annuity) at age 65 of $16,953, or at that time he would alternatively be eligible to take a lump-sum distribution or other optional form of annuity. If a participant is age 55 to 65 and has 11 or more years of vesting service, he or she is eligible for early retirement, subject to reduction of his or her accrued benefit. For example, the accrued benefit is reduced to 40% of the full age 65 benefit at age 55, 60% at age 60, and 90% at age 64.

Potential Payments upon Termination or Change of Control

The following narrative and table, together with other information in this Proxy Statement, describe the potential payments and benefits under our written agreements and compensation and benefit plans and arrangements to which our NEOs would be entitled upon termination of employment or a change of control.

The amounts discussed in the narrative and shown in the table below do not include payments and benefits to the extent they are provided on a nondiscriminatory basis to eligible salaried employees upon termination of employment, including accrued salary and vacation pay and distribution of balances under our 401(k) plan.

The following narrative and table describe the potential payments and benefits under plans and arrangements as of December 31, 2022.

Hawkins Severance Agreement

Pursuant to the Severance Agreement we entered into with Mr. Hawkins on May 1, 2018, if we terminate Mr. Hawkins’s employment for Cause or he resigns without Good Reason (each as defined below under Restricted Stock and Restricted Stock Unit Award Agreements), or upon his death or physical or mental incapacity, he is entitled to the following compensation within 60 days following such termination:

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If we terminate Mr. Hawkins’s employment without Cause or he resigns for Good Reason, he will be entitled to continued payment of his annual base salary for 24 months, as well as reimbursement of certain COBRA health premiums for a period of 18 months. In the event of a qualified termination within 12 months of a Change in Control (as defined below under Restricted Stock and Restricted Stock Unit Award Agreements), Mr. Hawkins will be entitled to (i) a lump-sum payment equal to twice the sum of his then-current base salary and target bonus in the year of termination, (ii) reimbursement of certain COBRA health premiums for a period of 18 months, and (iii) vesting of outstanding equity awards, with performance awards vesting at target levels and outstanding options remaining exercisable for 12 months following termination (but not beyond the original term of such options).

For a period of 12 months following any termination, Mr. Hawkins has agreed not to (i) compete with us, (ii) solicit our customers or employees, or (iii) interfere with our relationships with our suppliers and certain other parties. We may cease making severance payments to Mr. Hawkins if he breaches any of these restrictive covenants.

Executive Separation Policy

The Compensation Committee may provide severance and change of control compensation under the Severance Policy. See Compensation Discussion and Analysis—Severance Policy and Other Termination-of-Employment Benefits.

Faught Severance Agreement

On December 8, 2022, Mr. Faught and the Company entered into a severance agreement consistent with the Company’s Board-approved Severance Policy, pursuant to which Mr. Faught received a lump sum, including his salary for 18 months. In addition, Mr. Faught received 4,027 shares of previously granted, time-vested restricted shares and 29,926 RSUs that were scheduled to vest in January or February 2023 based on proration from the date of grant through the date of separation as provided under his current equity agreements.

Deferred LTI Cash Awards

In 2022, the 2021 and 2022 Deferred LTI Cash Awards were amended to increase the extent to which payouts under these awards would be based on Company performance. Pursuant to the terms of 2021 and 2022 Deferred LTI Cash Awards granted to Messrs. Hawkins and Ringgenberg, each award is forfeited upon termination of employment during the Restriction Period; provided that, upon a Qualifying Termination for purposes of this section (which for Mr. Hawkins is a termination by the Company without Cause (as defined below under Restricted Stock and Restricted Stock Unit Award Agreements) or due to death and for Mr. Ringgenberg is a termination by the Company without Cause, due to death or upon retirement on March 31, 2023), the NEO will be entitled to payout of the time-vested amount, prorated based on number of days worked during the vesting period (the “Pro Rata Time-Vested Amount”), reduced to the extent necessary to able to be paid at the time of such termination under the terms of the UST Loans. Any amount of the Pro Rata Time-Vested Amount that is not paid at the time of such termination due to such reduction remains eligible to vest if the UST Loan Performance Conditions are ultimately satisfied. The NEO forfeits any portion of the award that did not pro rata time-vest as of such termination.

Notably, in response to Stockholder feedback, beginning with the 2023 Deferred LTI Cash Awards granted to Messrs. Hawkins and Ringgenberg in January 2023, only 50% will be eligible for payout upon a Qualifying

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Termination. The 2023 Deferred LTI Cash Awards vest 50% based on time-vesting conditions (the “Time-Vesting Portion”) and 50% based on achievement of certain financial performance vesting conditions (the “Additional Performance Conditions”) measured following a three-year performance period (the “Additional Performance-Vesting Portion”), in each case subject to satisfaction of the UST Loan Performance Conditions. Upon termination, the Time-Vesting Portion will be treated as described above with respect to the 2021 and 2022 Deferred LTI Cash Awards. The Additional Performance-Vesting Portion will be forfeited upon termination of the NEO’s employment for any reason prior to the end of the Restriction Period; provided that (i) upon an Involuntary Termination (termination by the Company for a reason other than Cause or due to death or Disability (each defined below under Restricted Stock and Restricted Stock Unit Award Agreements)), resignation for Good Reason (as defined below under Restricted Stock and Restricted Stock Unit Award Agreements), or termination due to Retirement (as defined below for purposes of this section), in each case, prior to the performance Certification Date (as defined in the award agreement) and not within 12 months of a Change in Control (as defined below under Restricted Stock and Restricted Stock Unit Award Agreements), a pro rata amount of the Additional Performance-Vesting Portion (based on the number of days employed during the three-year performance period) shall remain outstanding and eligible to vest subject to satisfaction of the Additional Performance Conditions and the UST Loan Performance Conditions; (ii) upon an Involuntary Termination or termination for Good Reason that occurs within 12 months following a Change in Control and before the expiration of the three-year performance period, the Additional Performance Conditions will be deemed satisfied at target, and the target amount will remain eligible to vest subject to satisfaction of the UST Loan Performance Conditions; and (iii) upon termination due to death or Disability, the full Additional Performance-Vesting Portion shall remain outstanding and eligible to vest subject to satisfaction of the Additional Performance Conditions and the UST Loan Performance Conditions. In the event of a termination event described in (i), (ii) or (iii) above, any amounts that do not vest in accordance with the foregoing will be forfeited. For purposes of the applicable Deferred LTI Cash Award agreement, Retirement means (x) with respect to Mr. Hawkins, the voluntary termination of his employment with the Company if, at such time, (a) he is age 50 or older and (b) the sum of his age plus total years of service with the Company or an Affiliate (as defined in the award agreement) equals at least 65 years; provided that no such termination shall constitute “Retirement” without the consent of the Committee; and (y) with respect to Mr. Ringgenberg, his Retirement on March 31, 2023.

Upon Mr. Ringgenberg’s Retirement, he received the Pro Rata Time-Vested Amounts under his 2021, 2022 and 2023 Deferred LTI Cash Awards, in each case reduced to the extent necessary to able to be paid at the time of such termination under the terms of the UST Loans. The Pro Rata Time-Vested Amounts that could not be paid upon his Retirement under the terms of the UST Loans, as well as a pro rata amount of the Additional Performance-Vesting Portion of his 2023 Deferred LTI Cash Award, remain outstanding and eligible to vest as described above. All other amounts under his 2021, 2022 and 2023 Deferred LTI Cash Awards were forfeited.

Restricted Stock and Restricted Stock Unit Award Agreements

The restricted stock award agreements and RSU agreements governing the Company’s outstanding restricted stock and RSU awards provide that if the NEO’s employment terminated prior to vesting due to death or Disability, any unvested portion of the award will immediately vest. For purposes of the award agreements, Disability means the participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the participant’s employer. The existence of a Disability shall be evidenced by such medical certification as the Secretary of the Company shall require and as the Compensation Committee approves.

In the event the Company terminates the executive’s employment without Cause or the executive resigns for Good Reason (each, defined below for purposes of this section and either, a “Qualifying Termination”), an

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additional number of shares of restricted Common Stock or RSUs will vest equal to the number of shares of restricted Common Stock or RSUs that would have vested on the next regularly scheduled vesting date following such termination date had the executive’s employment continued until such time, multiplied by a fraction, the numerator of which is the number of days since the most recent prior vesting date that has elapsed prior to such termination, and the denominator of which is 365. Cause is defined as (i) the executive’s willful misconduct or gross negligence in the performance of his or her duties to the Company, (ii) the executive’s continued refusal to substantially perform his or her material duties to the Company or to follow the lawful directives of the Board (other than as a result of death or physical or mental incapacity) that continues after written notice from the Company, (iii) the executive’s indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude, (iv) the executive’s performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty, or misappropriation of the Company’s property, or (v) material breach of the applicable agreement or any other agreement with the Company, or a material violation of the Company’s code of conduct or other written policy that is not cured within ten days of notice from the Company. Good Reason is defined as the occurrence of any of the following events: (i) reduction in the executive’s base salary or target bonus, (ii) any material diminution in the executive’s titles, duties, or responsibilities or the assignment to him or her of duties or responsibilities that materially impairs his or her ability to perform the duties or responsibilities then assigned or normally assigned to someone in his or her role of an enterprise of the size and structure of the Company, (iii) the assignment of duties to the executive that are materially inconsistent with his or her position with the Company, or (iv) a material breach of the agreement or any other material, written agreement with the executive.

If the executive’s employment is terminated for any reason other than death or Disability, or upon a Qualifying Termination, all unvested stock awards will be forfeited unless otherwise determined by the Compensation Committee in its sole discretion. In the event of a Qualifying Termination that occurs within 12 months following a Change of Control, all unvested restricted Common Stock or RSUs will immediately vest. Change of Control is defined as: