The name of the corporation is Old Dominion Freight Line, Inc. (the “Corporation”).
The Corporation has adopted an amendment to Article II of its Amended and Restated Articles of Incorporation, restating Article II in its entirety as follows:
The foregoing amendment was adopted on May 22, 2012.
The amendment was proposed by the board of directors and submitted to the shareholders in accordance with the provisions of Title 13.1, Chapter 9 of the Code of Virginia, and:
The designation, number of outstanding shares, and number of votes entitled to be cast by the holders of the Corporation's common stock, the only group entitled to vote on the amendment, were:
And the number cast for the amendment was sufficient for approval.
Ross H. Parr
Vice President - Legal Affairs, General Counsel