Old Dominion Freight Line Announces the Resignation of Board Member W. Chester Evans, III
THOMASVILLE, N.C.--(BUSINESS WIRE)--
Old Dominion Freight Line, Inc. (NASDAQ: ODFL) today announced the resignation of independent director W. Chester Evans, III. Mr. Evans tendered his resignation, effective immediately, to the Board of Directors on October 15, 2007 in which he stated that he was no longer "able to continue to devote the time and attention necessary to properly represent the shareholders." Prior to his resignation, Mr. Evans served as Chairman of the Compensation Committee and as a member of both the Audit Committee and the Governance and Nomination Committee.
As a result of Mr. Evans' resignation, Old Dominion's Board of Directors consists of four independent directors and four non-independent directors and the Audit Committee consists of two independent members. Accordingly, the Company notified the NASDAQ Stock Market LLC ("Nasdaq") that it was no longer in compliance with Nasdaq's independent director and audit committee requirements as set forth in Nasdaq Marketplace Rules 4350(c)(1) and 4350(d)(2)(A), which require each listed issuer to have a majority of independent directors and an audit committee that consists of at least three independent members. On October 17 2007, Nasdaq issued a letter confirming the Company's non-compliance with such listing standards and the availability of the cure period provided under Nasdaq Marketplace Rules 4350(c)(1) and 4350(d)(4)(B). Under these rules, the Company must regain compliance by (i) the earlier of the Company's next annual shareholders' meeting or October 15, 2008; or (ii) if the next annual shareholders' meeting is held before April 14, 2008, then the Company must provide evidence of compliance no later than April 14, 2008. The Company's Board of Directors plans to immediately begin a search process to replace Mr. Evans and regain compliance with Nasdaq listing standards.
Forward-looking statements in this news release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual events and results to be materially different from those expressed or implied herein, including, but not limited to, the following: (1) the Company's ability to complete and successfully integrate acquired businesses and assets and produce the anticipated benefits from such transactions; (2) the competitive environment with respect to industry capacity and pricing, including with respect to fuel surcharges; (3) the negative impact of any unionization of the Company's employees; (4) the challenges associated with executing the Company's growth strategy; (5) various economic factors such as economic recessions and downturns in customers' business cycles and shipping requirements; (6) the availability and cost of fuel; (7) difficulty in attracting or retaining qualified drivers; (8) the Company's exposure to claims related to cargo loss and damage, property damage, personal injury, workers' compensation, long-term disability and group health and the cost of insurance coverage above retention levels; (9) the Company's significant ongoing cash requirements; (10) the availability and cost of new equipment; (11) the costs of compliance with, or liability for violation of, existing or future governmental regulation; (12) seasonal trends in the industry, including the possibility of harsh weather conditions; (13) the Company's dependence on key employees; (14) changes in the Company's goals and strategies, which are subject to change at any time at the discretion of the Company; and (15) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission.
Old Dominion Freight Line, Inc. is a less-than-truckload multi-regional motor carrier providing one-to-five day service among six regions in the United States and next-day and second-day service within these regions. Through its four product groups, OD-Domestic, OD-Expedited, OD-Global and OD- Technology, the Company offers an array of innovative products and services that provide direct service to 47 states within the Southeast, Gulf Coast, Northeast, Midwest, Central and West regions of the country, including 38 states within which it provides full-state coverage. In addition, through marketing and carrier relationships, Old Dominion provides service to and from the remaining states as well as international services around the globe.
Source: Old Dominion Freight Line, Inc.
Released October 18, 2007