Current Report Filing (8-k)

Date : 05/16/2019 @ 2:17PM
Source : Edgar (US Regulatory)
Stock : Old Dominion Freight Line Inc (ODFL)
Quote : 178.53  2.13 (1.21%) @ 12:53AM
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Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2019

 

OLD DOMINION FREIGHT LINE, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Virginia

0-19582

56-0751714

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

 

500 Old Dominion Way

Thomasville, NC 27360

 

 

 (Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (336) 889-5000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($0.10 par value)

ODFL

The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 


 

Item 5.07 . Submission of Matters to a Vote of Security Holders.

Old Dominion Freight Line, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 15, 2019. The following matters, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2019, were voted upon by the Company’s shareholders at the Annual Meeting. The final voting results are reported below.

 

Proposal 1 – Election of Ten Directors

Each of the following individuals were elected by the shareholders to serve as directors for one-year terms and until their respective successors have been elected and qualified or until their death, resignation, removal or disqualification or until there is a decrease in the number of directors, and received the number of votes set opposite their respective names:

 

Nominee

 

For

 

 

Withheld

 

 

Broker Non-Votes

 

Sherry A. Aaholm

 

 

72,930,605

 

 

 

727,158

 

 

 

2,321,793

 

Earl E. Congdon

 

 

69,771,867

 

 

 

3,885,896

 

 

 

2,321,793

 

David S. Congdon

 

 

69,944,174

 

 

 

3,713,589

 

 

 

2,321,793

 

John R. Congdon, Jr.

 

 

67,775,157

 

 

 

5,882,606

 

 

 

2,321,793

 

Bradley R. Gabosch

 

 

67,146,822

 

 

 

6,510,941

 

 

 

2,321,793

 

Greg C. Gantt

 

 

72,107,710

 

 

 

1,550,053

 

 

 

2,321,793

 

Patrick D. Hanley

 

 

73,147,704

 

 

 

510,059

 

 

 

2,321,793

 

John D. Kasarda

 

 

65,653,108

 

 

 

8,004,655

 

 

 

2,321,793

 

Leo H. Suggs

 

 

66,910,984

 

 

 

6,746,779

 

 

 

2,321,793

 

D. Michael Wray

 

 

72,901,047

 

 

 

756,716

 

 

 

2,321,793

 

 

Proposal 2 – Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers

The compensation of the Company’s named executive officers was approved, on an advisory basis, by the shareholders based on the following vote:

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

65,380,685

 

 

 

6,185,549

 

 

 

2,091,529

 

 

 

2,321,793

 

 

Proposal 3 – Ratification of the Appointment of our Independent Registered Public Accounting Firm

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was approved by the shareholders based on the following vote:

 

For

 

 

Against

 

 

Abstain

 

 

74,898,708

 

 

 

1,036,698

 

 

 

44,150

 

 

Item 8.01. Other Events.

On May 16, 2019, the Company issued a press release announcing that its Board of Directors (the “Board”) had declared a quarterly cash dividend of $0.17 per share of common stock, payable on June 19, 2019, to shareholders of record at the close of business on June 5, 2019. The Company also announced a new authorization from the Board to repurchase up to $350 million of the Company’s outstanding shares of common stock. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No. Description

99.1 Press Release dated May 16, 2019


 


 

SI GNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

OLD DOMINION FREIGHT LINE, INC.

 

 

 

 

 

 

By:

/s/ Kimberly S. Maready

 

 

 

Kimberly S. Maready

 

 

 

Vice President – Accounting & Finance

 

 

 

(Principal Accounting Officer)

 

 

 

 

Date: May 16, 2019

 

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