SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
File by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
OLD DOMINION FREIGHT LINE, INC.
............................................................................
(Name of Registrant as Specified in its Charter)
............................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.........................................................................
2) Aggregate number of securities to which transaction applies:
.........................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined).
.........................................................................
4) Proposed maximum aggregate value of transaction:
.........................................................................
5) Total fee paid:
.........................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.........................................................................
2) Form, Schedule or Registration Statement No.:
.........................................................................
3) Filing Party:
.........................................................................
4) Date Filed:
.........................................................................
OLD DOMINION FREIGHT LINE, INC.
Executive Offices: 1730 Westchester Drive
High Point, North Carolina 27262
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 30, 2001
The Annual Meeting of Stockholders of Old Dominion Freight Line, Inc.,
will be held Monday, May 7, 2001, at 10:00 A.M., in the fourth floor conference
room of the Company's executive offices, 1730 Westchester Drive, High Point,
North Carolina, for the following purposes:
1. To elect a board of seven directors of the Company.
2. To transact such other business as may be brought before the
meeting.
Stockholders of record at the close of business on March 15, 2001, are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
/s/ Joel B. McCarty, Jr.
Joel B. McCarty, Jr.
Secretary
High Point, North Carolina
March 30, 2001
If you do not intend to be present at the meeting, please
sign, date and return the accompanying proxy promptly so
that your shares of Common Stock may be represented and
voted at the meeting. A return envelope is enclosed for your
convenience.
OLD DOMINION FREIGHT LINE, INC.
Executive Offices: 1730 Westchester Drive
High Point, North Carolina 27262
---------------
PROXY STATEMENT
---------------
This Proxy Statement is being sent to stockholders on or about March
30, 2001, in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders of Old Dominion Freight Line, Inc. (the "Company"), to
be held on Monday, May 7, 2001, and at any adjournment thereof.
ELECTION OF DIRECTORS
The Bylaws provide that the number of directors shall be not less than
five nor more than nine. The Board of Directors has determined that the number
of directors should be seven in 2001. The number of directors, within the
maximum and minimum, is to be determined at each Annual Meeting by resolution
adopted by the shareholders or, in the absence of such resolution, the number of
directors elected at the meeting shall constitute the number of directors of the
Company. The Board has nominated the following seven individuals to serve as
directors until the next Annual Meeting and until their successors shall have
been elected and shall qualify. Unless authority is withheld, it is intended
that Proxies received in response to this solicitation will be voted in favor of
the following seven nominees:
Amount and Nature of Beneficial
Ownership of the Company's Common
Stock as of March 15, 2001
-------------------------------------------------------
Voting and
Investment Power (1) In all Capacities
-------------------------------------------------------
Name, Age, Principal Percent of
Occupation and Other Positions Director Total Common
and Offices with the Company Since Sole Shared Shares Stock
- ------------------------------ -------- ---- ------ ------ ----------
Earl E. Congdon, 70 (2)(3)(4)
Chairman of the Board of
Directors and Chief Executive
Officer of the Company 1952 See "Principal Stockholders".
John R. Congdon, 68 (2)(3)(4)
Vice Chairman of the Board of
Directors of the Company;
Chairman of Old Dominion
Truck Leasing, Inc. 1955 See "Principal Stockholders".
Amount and Nature of Beneficial
Ownership of the Company's Common
Stock as of March 15, 2001
-------------------------------------------------------
Voting and
Investment Power (1) In all Capacities
-------------------------------------------------------
Name, Age, Principal Percent of
Occupation and Other Positions Director Total Common
and Offices with the Company Since Sole Shared Shares Stock
- ------------------------------ -------- ---- ------ ------ ----------
John A. Ebeling, 63 1985 5,000 - 5,000 Less than 1%
Retired (former Vice Chairman of
the Board of Directors,
President and Chief Operating
Officer of the Company)
Harold G. Hoak, 71 (4)(5) 1991 1,000 - 1,000 Less than 1%
Retired (former Regional Vice
President of Wachovia Bank of
North Carolina, N.A.)
Franz F. Holscher, 79 (3)(4)(5) 1991 1,000 - 1,000 Less than 1%
Retired (former Chairman of
Thurston Motor Lines, Inc.)
David S. Congdon, 44 (2) 1998 See "Principal Stockholders".
President and Chief Operating
Officer of the Company
John R. Congdon, Jr., 44 1998 See "Principal Stockholders".
Vice Chairman of Old Dominion
Truck Leasing, Inc.
- --------------
(1) Except as otherwise indicated, each director has sole voting and sole
investment power with respect to the shares beneficially owned by such
director.
(2) Member of Executive Committee.
(3) Member of Compensation Committee.
(4) Member of Stock Option Plan Committee.
(5) Member of Audit Committee.
Earl E. Congdon has been employed by the Company since 1950 and has
served as Chairman of the Board and Chief Executive Officer since 1985 and as a
director since 1952. He is a son of E. E. Congdon, one of the founders of Old
Dominion, the brother of John R. Congdon and the father of David S. Congdon.
-2-
John R. Congdon has been employed by the Company since 1953 and has
served as Vice Chairman of the Board since 1985 and as a director since 1955. He
is also the Chairman of Old Dominion Truck Leasing, Inc., a North Carolina
corporation that is engaged in full service leasing of tractors, trailers and
other equipment, to which he devotes more than half of his time. He is a son of
E. E. Congdon, one of the founders of Old Dominion, the brother of Earl E.
Congdon and the father of John R. Congdon, Jr.
John A. Ebeling has been a director since August 1985. He formerly
served as Vice Chairman from May 1997 to May 1999 and as President and Chief
Operating Officer from August 1985 to May 1997. Mr. Ebeling was previously
employed by ANR Freight Systems from 1978 to 1985, holding the positions of
Chairman and Chief Executive Officer.
Harold G. Hoak was elected a director in August 1991. Now retired, he
serves on the Board of Directors of the Charlotte Merchants Foundation, Inc. He
was President and General Manager of the Charlotte Merchants Association, Inc.,
from 1989 to 1994. Mr. Hoak was formerly employed by Wachovia Bank of North
Carolina, N.A., from 1956 to 1989 and served as Regional Vice President for the
Southern Region from 1976 to 1989.
Franz F. Holscher was elected a director in August 1991. He served in a
number of executive positions from 1970 to 1987 with Thurston Motor Lines and
was Chairman of the Board of Directors from July 1984 through December 1987,
when he retired. Mr. Holscher has been active in a number of organizations and
associations within the trucking industry.
David S. Congdon was elected a director in 1998. He has been employed
by the Company since 1978 and, since May 1997, has served as President and Chief
Operating Officer. He has held various senior management positions in the
Company including Vice President - Quality and Field Services and Vice President
- - Transportation, as well as other positions in operations and engineering. He
is the son of Earl E. Congdon.
John R. Congdon, Jr. was elected a director in 1998. He currently
serves as the Vice Chairman of the Board of Directors of Old Dominion Truck
Leasing, Inc. (a company owned by Earl E. Congdon, John R. Congdon and members
of the Congdon family), where he has been employed since May 1979. He is the son
of John R. Congdon.
-3-
PRINCIPAL STOCKHOLDERS
As of March 15, 2001, or such other date as indicated in the footnotes
to the table, to the knowledge of management, the only persons beneficially
owning more than five percent (5%) of the Company's Common Stock, its only class
of voting security, are as follows:
Name and Address of
Beneficial Owner Number of Shares (1) Percent
------------------- -------------------- -------
David S. Congdon 1,391,958 (2)(6) 16.7%
1730 Westchester Drive
High Point, NC 27262
Old Dominion Truck Leasing, Inc. 1,095,876 (3) 13.2%
7511 Whitepine Road
Richmond, VA 23237
Earl E. Congdon 941,264 (4)(6) 11.3%
20 Harborage Isle
Fort Lauderdale, FL 33316
John R. Congdon 904,046 (5)(6) 10.9%
7511 Whitepine Road
Richmond, VA 23237
Fidelity Management & Research 831,200 (7) 9.9%
Company
82 Devonshire Street
Boston, MA 02109
Dimensional Fund Advisors Inc. 602,100 (8) 7.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Audrey L. Congdon 509,088 (9) 6.1%
1730 Westchester Drive
High Point, NC 27262
John R. Congdon, Jr. 475,349 (10) 5.7%
9800 Drouin Drive
Richmond, VA 23233
Karen C. Vanstory 473,320 (11) 5.7%
5412 Horse Trail Road
Summerfield, NC 27358
-4-
Name and Address of
Beneficial Owner Number of Shares (1) Percent
------------------- -------------------- -------
Susan C. Terry 429,466 (12) 5.2%
10801 North Bank Road
Richmond, VA 23233
Jeffrey W. Congdon 428,321 (13) 5.2%
643 Walsing Drive
Richmond, VA 23229
As of March 15, 2001, to the knowledge of management, the employees
listed in the "Summary Compensation Table" and all Executive Officers and
Directors of the Company as a group beneficially owned the following shares of
the Company's Common Stock:
Name of
Beneficial Owner Number of Shares (1) Percent
------------------- -------------------- -------
Earl E. Congdon 941,264 (4)(6) 11.3%
David S. Congdon 1,391,958 (2)(6) 16.7%
John B. Yowell 509,088 (9) 6.1%
J. Wes Frye 18,857 (14) Less than 1%
Joel B. McCarty 18,300 (15) Less than 1%
All Executive Officers and 4,420,474 (16) 52.8%
Directors of the Company as
a Group (10 persons)
- ----------------
(1) Except as described below, each person or group identified possesses
sole voting and investment power with respect to the shares shown
opposite the name of such person or group.
(2) Includes 1,764 shares owned of record by the named stockholder, 3,791
shares owned in the Company's 401(k) plan, 15,000 shares obtainable
upon exercise of stock options exercisable within 60 days, 277,708
shares held as trustee of a revocable trust, 112,194 shares held as
trustee or custodian for minor children of the stockholder, 796,597
shares through shared voting and investment rights as trustee under the
Earl E. Congdon Intangible Trust, 103,000 shares through shared voting
and investment rights as trustee under the Kathryn W. Congdon
Intangible Trust, 73,904 shares through shared voting and investment
rights by David S. Congdon's wife as trustee of an irrevocable trust
and 8,000 shares owned by Mr. Congdon's wife.
-5-
(3) The voting stock of Old Dominion Truck Leasing, Inc. ("Leasing"), is
owned by the Earl E. Congdon Intangibles Trust, David S. Congdon,
Trustee (38.2%), John R. Congdon Revocable Trust (38.2%) and members of
Earl E. Congdon's and John R. Congdon's respective families (23.6%).
John R. Congdon is Chairman of the Board of Leasing and Earl E. Congdon
is Vice Chairman of the Board. The Company's Common Stock owned by
Leasing will be voted as directed by Earl E. Congdon and John R.
Congdon or, in the event of disagreement, one-half of the shares will
be voted as directed by Earl E. Congdon or his personal representative,
attorney-in-fact or executor and one-half will be voted as directed by
John R. Congdon or his personal representative, attorney-in-fact or
executor. Any future sales or other disposition of such shares and the
disposition of the proceeds of any sales will be determined by the
Board of Directors of Leasing.
(4) Includes 796,597 shares through shared voting and investment rights as
grantor of the Earl E. Congdon Intangible Trust, 41,667 shares through
shared voting and investment rights as grantor of the Earl E. Congdon
Family Trust and 103,000 shares owned beneficially by Earl E. Congdon's
wife's through shared voting and investment rights under the Kathryn W.
Congdon Intangible Trust with respect to which Earl E. Congdon
disclaims beneficial ownership.
(5) Includes 860,647 shares held as trustee of a revocable trust, 41,667
shares through shared voting and investment rights as trustee of the
Earl E. Congdon Family Trust and 1,732 shares owned by John R.
Congdon's wife as trustee of a revocable trust for which John R.
Congdon disclaims beneficial ownership.
(6) Does not include any of the shares owned by Old Dominion Truck Leasing,
Inc.
(7) Based on information obtained from a Schedule 13G, dated February 14,
2000 filed with the Securities and Exchange Commission (the "SEC") and
representations made by the stockholder, Fidelity Management & Research
Company ("Fidelity"), a wholly-owned subsidiary of FMR Corp. and an
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 831,200 shares of
common stock outstanding as a result of acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.
(8) Based on information obtained from a Schedule 13G filed February 2,
2001 with the SEC, Dimensional Fund Advisors Inc. ("Dimensional"), an
investment advisor registered under Section 203 of the Investment
Advisors Act of 1940, is deemed to have beneficial ownership of 602,100
shares of the Company's stock as of December 31, 2000. Dimensional
furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment
manager to certain other commingled group trusts and separate accounts.
These investment companies, trusts and accounts are the "Funds". In its
role as investment adviser or manager, Dimensional possesses voting
and/or investment power over the securities of the Old Dominion shares
owned by the Funds. All securities reported in the 13G are owned by the
Funds. Dimensional disclaims beneficial ownership of such securities.
-6-
(9) Includes 1,764 shares owned of record by Audrey L. Congdon, 301,237
shares held by Audrey L. Congdon as trustee of a revocable trust,
74,796 shares held by Audrey L. Congdon as trustee or custodian for
minor children of the stockholder, 62,866 shares through shared voting
rights by Audrey L. Congdon as trustee under the Karen C. Vanstory
Irrevocable Trust, 43,897 shares held by Audrey L. Congdon's husband,
John B. Yowell, as trustee of an irrevocable trust, 16,000 shares
obtainable upon exercise of John B. Yowell's stock options exercisable
within 60 days and 8,528 shares owned by John B. Yowell.
(10) Includes 294,548 shares held as trustee of a revocable trust and
180,801 shares held as trustee or custodian for the benefit of the
stockholder's minor children.
(11) Includes 2,714 shares owned of record by the named stockholder, 295,546
shares held as trustee of a revocable trust, 62,866 shares through
shared voting and investment rights as grantor of an irrevocable trust
and 112,194 shares held as trustee or custodian for minor children of
the stockholder.
(12) Includes 243,358 shares held as trustee of a revocable trust and
186,108 shares held as trustee or custodian for the benefit of the
stockholder's minor children.
(13) Includes 304,201 shares held as trustee of a revocable trust and
124,120 shares held as trustee or custodian for the benefit of the
stockholder's minor children.
(14) Includes 974 shares owned of record by the named stockholder, 283
shares owned in the Company's 401(k) plan, 17,500 shares obtainable
upon exercise of stock options exercisable within 60 days and 100
shares owned by the stockholder's wife.
(15) Includes 800 shares owned of record by the named stockholder and 17,500
shares obtainable upon exercise of stock options exercisable within 60
days.
(16) Includes shares owned by Old Dominion Truck Leasing, Inc.
Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires certain
of the Company's officers and its directors and persons who own more than 10% of
a registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the SEC. Such officers, directors and
stockholders are required by the SEC regulations to furnish the Company with
copies of all such reports that they file.
Based solely on a review of copies of reports filed with the SEC since
January 1, 2000, and of representations by certain officers and directors, all
persons subject to the reporting requirements of Section 16(a) filed the reports
required to be filed in 2000 on a timely basis.
-7-
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides a three-year overview of the cash
compensation paid to the five most highly compensated executive
officers of the Company:
================================================================================================================================
Long-Term Compensation
----------------------------------------------------------------------------- ------------------------- -----------------------
Annual Compensation Awards
----------------------------------------------------------------------------- ------------------------- ------------------
(a) (b) (c) (d) (f) (g) (i)
Restricted
Stock Securities
Salary Bonus(1) Award(s) Underlying All Other Compensation
Name and Principal Position Year ($) ($) ($) Options (#) ($)(2)
--------------------------------------------------------------------------------------------------------------------------
Earl E. Congdon
Chairman of the Board and Chief
Executive Officer 2000 $300,800 $439,326 0 0 $ 15,373 (3)
--------------------------------------------------------------------------------
1999 $289,200 $466,707 0 0 $ 14,117
--------------------------------------------------------------------------------
1998 $289,400 $356,344 0 0 $ 16,573
--------------------------------------------------------------------------------------------------------------------------
David S. Congdon
President and Chief Operating Officer 2000 $198,100 $267,981 0 0 $ 6,020 (3)
--------------------------------------------------------------------------------
1999 $186,000 $291,691 0 0 $ 2,749
--------------------------------------------------------------------------------
1998 $170,800 $202,663 0 0 $ 2,545
--------------------------------------------------------------------------------------------------------------------------
John B. Yowell
Executive Vice President 2000 $154,200 $142,230 0 0 $ 5,731 (3)
--------------------------------------------------------------------------------
1999 $140,000 $116,677 0 0 $ 2,872
--------------------------------------------------------------------------------
1998 $135,700 $ 89,086 0 0 $ 2,460
--------------------------------------------------------------------------------------------------------------------------
J. Wes Frye
Treasurer, Chief Financial
Officer and Assistant
Secretary 2000 $148,620 $ 82,587 0 0 $ 2,319 (3)
--------------------------------------------------------------------------------
1999 $136,060 $ 93,341 0 0 $ 1,921
--------------------------------------------------------------------------------
1998 $127,255 $ 71,269 0 0 $ 3,460
--------------------------------------------------------------------------------------------------------------------------
Joel B. McCarty, Jr.
Senior Vice President, Secretary,
General Counsel 2000 $127,500 $ 82,587 0 0 $ 6,118 (3)
--------------------------------------------------------------------------------
1999 $115,460 $ 93,341 0 0 $ 4,549
--------------------------------------------------------------------------------
1998 $112,960 $ 84,246 0 0 $ 4,509
===========================================================================================================================
(1) Pursuant to an executive profit-sharing bonus program, the Company pays
incentive cash bonuses to certain executive officers based upon the
Company's income before taxes during the fiscal year.
(2) Includes pretax contributions by the Company to the Old Dominion 401(k)
retirement plan, personal use of Company cars, excess premiums paid on
group life insurance and the compensation element of premiums paid on
split-dollar life insurance policies. The Company is a party to certain
split-dollar life insurance agreements with certain members of the
families of Earl E. Congdon and John R. Congdon pursuant to which the
Company pays a portion of the premiums on life insurance policies
insuring their lives in the aggregate face amounts of $16,767,738 and
$16,647,617, respectively. The total benefits currently payable to the
Company under the policies upon the death of Earl E. Congdon and John
R. Congdon are $2,063,731 and $3,573,434, respectively. The Company's
interest in the death benefit and cash surrender value of each policy
is determined by reference to the amount of gross premiums paid by the
Company, which in 2000, 1999 and 1998 were $423,934, $390,648 and
$392,848, respectively.
(3) Allocation of 2000 All Other Compensation:
401(k) Split-Dollar Personal Use of Excess Life
Name Contribution Life Insurance Company Car Insurance Premiums
-------------------- ------------ --------------- --------------- ------------------
Earl E. Congdon $ 2,366 $ 8,366 $ 2,385 $ 2,256
David S. Congdon 2,366 - 3,552 102
John B. Yowell 2,108 - 3,449 174
J. Wes Frye 2,031 - - 288
Joel B. McCarty, Jr. 1,743 - 3,673 702
Stock Options
The Company's Board of Directors and stockholders have approved and
adopted the 1991 Employee Stock Option Plan of Old Dominion Freight Line, Inc.
(the "Option Plan"), for the benefit of key employees. The Option Plan covers
250,000 shares of the Company's Common Stock. The Option Plan provides for the
granting of stock options that qualify as incentive stock options pursuant to
Section 422 of the Internal Revenue Code as well as nonqualified options. The
granting of an incentive stock option or, in general, its exercise, will not
result at the time of grant or exercise in taxable income to the recipient, with
certain exceptions. The grant of a nonqualified stock option will not result in
taxable income to the recipient. The exercise of a nonqualified stock option
will result in compensation income equal to the difference between the option
price and the fair market value of the stock acquired upon the exercise. Earl E.
Congdon and John R. Congdon are not eligible to participate in the Option Plan.
There were no options granted in 2000.
Options to purchase 224,000 shares under the Option Plan have been
granted. As of March 25, 2001, there are options outstanding covering 37,000
shares of Common Stock at the exercise price of $13.875 per share, 38,000 shares
at the exercise price of $17.875 per share, 31,500 shares at the exercise price
of $19.25 per share, 23,500 shares at the exercise price of $19.00 per share and
18,500 shares at the exercise price of $10.00 per share. All of the options have
been granted as incentive options. The sale of shares issuable under the Option
Plan have been registered with the SEC.
-9-
The following table reflects cumulative information regarding grants
under the Option Plan:
====================================================================================================================================
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options at
Shares Acquired Value Realized Options at FY-End FY-End
Name on Exercise (#) ($) Exercisable/Unexercisable (#) Exercisable/Unexercisable ($)
- ------------------------------------------------------------------------------------------------------------------------------------
Earl E. Congdon * * * *
- ------------------------------------------------------------------------------------------------------------------------------------
15,000 Exercisable $0 Exercisable
David S. Congdon 0 0 0 Unexercisable $0 Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
16,000 Exercisable $0 Exercisable
John B. Yowell 0 0 0 Unexercisable $0 Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
17,500 Exercisable $0 Exercisable
J. Wes Frye 0 0 0 Unexercisable $0 Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
17,500 Exercisable $0 Exercisable
Joel B. McCarty, Jr. 0 0 0 Unexercisable $0 Unexercisable
====================================================================================================================================
- --------------
* Not eligible to participate in the Option Plan.
Compensation of Directors
Each of the Company's outside directors receives an annual retainer of
$10,000 plus $1,200 for each meeting attended, including Board meetings and
meetings of committees of the Board of Directors not held in conjunction with a
meeting of the Board. Such directors also receive reimbursement of expenses
incurred as a director. Directors who are also officers of the Company receive
no such fees or expense reimbursement.
Report of Compensation Committee
The Compensation Committee (the "Committee") is responsible for
conducting an annual review of the Company's compensation plan for its executive
officers including the evaluation of the components of the plan, the standards
of performance measurement and the relationship between performance and
compensation. The Committee reviews the compensation of each executive officer
and makes specific recommendations to the Board of Directors based on factors
that include the individual officer's performance, the ability of the Company to
attract and retain qualified, experienced personnel and whether the plan
provides appropriate motivation to achieve goals outlined by the Board of
Directors.
In determining the compensation of the Chief Executive Officer, the
Committee began its evaluation prior to the time of the public offering in
October 1991. The base salary was determined, in part, by comparison with the
compensation of chief executive officers of other companies of comparable size
and levels of profitability. The base salary is reviewed each year and compared
to that of other chief executive officers as reported in various publications,
such as Forbes magazine. Since 1991, the Chief Executive Officer has received
salary increases of 2.0% in 1992, 2.0% in 1994, 3.8% in 1997, 1.9% in 1998, 1.8%
in 1999 and 5.4% in 2000. The Chief Executive's increase in base salary in 2000
of 5.4% was a combination of an inflationary adjustment and a reallocation of
compensation resulting from a reduction in the incentive bonus program.
The incentive bonus for the Chief Executive Officer is based upon the
Company's profitability, a program that has been in place for many years, and
the Compensation Committee believes that this is a fair measure of executive
-10-
bonus compensation. The bonus is based upon a percentage, determined by the
Committee, of pre-tax profits. In 2000, the Compensation Committee reduced the
percentage of pre-tax profits used in determining the incentive bonus for many
of the participants in the plan, including the Chief Executive Officer. The
decision to revise and reduce the incentive bonus plan was based upon the
Committee's projections of future profitability and its objective of
compensating its senior employees with a balance of competitive salaries and
bonus incentives. The salary and bonus amounts for 2000, 1999 and 1998 are
reflected in the Summary Compensation Table. Both the base salary and the
incentive bonus are evaluated in determining overall compensation. The Chief
Executive Officer is not eligible to receive options under the Company's stock
option plan.
The base salary for all other officers is based upon the experience and
qualifications of each officer, with the additional objective of remaining
competitive in the industry in recruiting and retaining a well-qualified and
effective management team. The incentive bonus for officers is determined by the
Compensation Committee and is based upon the same criteria as the Chief
Executive Officer, the performance of the Company as measured by its
profitability. No stock options were granted to any individual in 2000.
During 1993, Section 162(m) was added to the Internal Revenue Code (the
"Code") that generally limits amounts that can be deducted for compensation paid
to executives to $1 million, unless certain requirements are met. No executive
received compensation in excess of $1 million in 2000; therefore, there were no
compensation amounts that would be deemed nondeductible for the Company under
Section 162(m) of the Code. The Committee will continue to monitor the
applicability of this section of the Code to the Company's compensation program
each year.
The Compensation Committee,
Franz F. Holscher, Chairman
Earl E. Congdon
John R. Congdon
Compensation Committee Interlocks and Insider Participation
Earl E. Congdon, Chairman of the Board of the Company and its Chief
Executive Officer, and John R. Congdon, Vice Chairman of the Board, are members
of the Compensation Committee. Mr. Holscher is not an employee of the Company
and receives no compensation other than directors' fees from the Company.
Earl E. Congdon and John R. Congdon are each 50% owners of E & J
Enterprises ("E & J"), a Virginia general partnership that leases trailers to
the Company. Pursuant to an agreement dated August 1, 1991, the Company leased
163 trailers from E & J at a monthly rental of $44,010. This lease expired on
July 31, 1996, but was extended for an additional term of three years, which
expired on July 31, 1999. The first extension of the lease required declining
monthly payments ranging from $35,045 in the first year to $33,415 in the third
year. On July 26, 1999, the Company's Board of Directors approved a second
extension of the trailer lease agreement for a period of one year at the monthly
rental rate of $33,415. At the end of the one-year term, the lease converted to
a month-to-month lease with a monthly lease payment of $33,415, which requires a
six-month notice of cancellation. Under the original lease and all extensions,
the Company is responsible for insurance coverage, maintenance and repairs to
the trailers. The Company has no purchase rights at the end of the lease term.
Upon termination of the lease, for specified reasons, E & J may require the
Company to purchase the trailers for cash at fair market value. The Company paid
$400,980 in 2000 for trailers leased from E & J under the lease agreement, which
was treated as an operating lease.
-11-
In December 1988, the Company sold to E & J certain tracts of
unimproved land and a vacant service center facility in exchange for a
non-interest-bearing receivable in the amount of $579,798. E & J has repaid the
amount outstanding under the receivable as parcels of the property have been
sold. As of December 31, 2000, the amount outstanding on the receivable was
$195,677.
Old Dominion Truck Leasing, Inc., a North Carolina corporation whose
voting stock is owned by the Earl E. Congdon Intangibles Trust, David S.
Congdon, Trustee (38.2%), John R. Congdon Revocable Trust (38.2%) and members of
Earl E. Congdon's and John R. Congdon's families (23.6%), is engaged in the
business of purchasing and leasing tractors, trailers and other vehicles. John
R. Congdon is Chairman of the Board and Earl E. Congdon is the Vice Chairman of
the Board of Leasing. Both individuals also serve on the Board of Directors and
Compensation Committee of Old Dominion Freight Line. Since 1986, the Company and
Leasing have combined their requirements for the purchase of tractors, trailers,
equipment, parts, tires and fuel. The Company believes that, by so doing, it is
often able to obtain pricing discounts because of the increased level of
purchasing. While this is beneficial to the Company, management believes that
the termination of this relationship would not have a material adverse impact
upon the Company's results of operations.
In 2000, the Company charged Leasing $14,744 for vehicle repair,
maintenance and other services, which it provides to Leasing at cost. In
addition, the Company charged Leasing $12,000 in 2000 for rental of a vehicle
maintenance and service facility located in Chesapeake, Virginia.
The Company purchased $243,353 of maintenance and other services from
Leasing in 2000. Old Dominion believes that the prices it pays for such services
are lower than would be charged by unaffiliated third parties for the same
quality of work and intends to continue to purchase maintenance and other
services from Leasing, provided that its prices continue to be favorable to the
Company. In addition, Leasing has a right of first refusal for the Company's
future tractor and trailer leases, exercisable on the same terms offered to the
Company by third parties. In 2000, the Company paid Leasing $4,351 for
short-term rentals of tractors and trailers. Currently, the Company has no
long-term equipment leases in effect with Leasing.
The Company leases a service center facility in Greensboro, North
Carolina, from an irrevocable trust created by Earl E. Congdon and John R.
Congdon, for the benefit of their families. On July 14, 2000, the Company's
five-year lease of the property expired and the lease converted to a
month-to-month lease. The five-year lease required escalating annual payments
ranging from $29,000 per month in the first year to $31,391 in the fifth year
and was accounted for as an operating lease. Under the month-to-month lease,
initial payments of $31,391 were increased to $31,705 on December 15, 2000. The
current agreement requires the Company to maintain insurance, maintenance and
repairs to the facility. The Company made payments totaling $377,001 in 2000
under this lease. The Company has purchased an additional 20 acres of land
adjacent to the property. The land will be sold to the Trust so that the entire
combined acreage could be used for the planned expansion of the existing service
center. The Company's Board of Directors, after review by the Audit Committee,
has authorized the Company to lend the trust the sum of $380,000 to purchase the
land at 7.5% interest to be repaid and amortized in monthly installments over
ten years. The Company plans to construct and extend an additional 106 doors to
the existing dock structure and make other improvements at a cost of
approximately $5,500,000, which will be treated as a leasehold improvement and
will be amortized over the life of a long-term lease. It is anticipated that the
existing lease will be extended and then renegotiated for a longer term upon
completion of the improvements; however, the final details of the structure of
this transaction have not been determined. The expansion of the Greensboro
facility will allow it to serve as a major breakbulk facility and will
accommodate the need for additional capacity that has resulted from growth in
business levels, which has required the Company to lease a 60 door service
center facility in nearby High Point, NC in January, 1998. The Greensboro
expansion will allow the Company to terminate the lease for the High Point
service center and consolidate those
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operations at the enlarged Greensboro facility. It is anticipated that this will
result in an increase in productivity and efficiency. The project has been
delayed because of city and county sewer requirements and the relocation of an
access road, but is now proceeding as planned.
The Company is a party to certain split dollar life insurance policies,
of which certain members of the families of Earl E. Congdon and John R. Congdon
are designated beneficiaries. See Note (2) under the Summary Compensation Table
in this proxy statement.
The E & J lease and the equipment purchasing and servicing arrangement
with Leasing permit the Company to obtain certain equipment and services at
prices comparable to, or more favorable than, prices charged by unaffiliated
third parties. The Company believes that the rent paid under the lease for the
Greensboro service center is comparable to, or more favorable than, prices
charged by unaffiliated third parties.
Each of the foregoing transactions has been reviewed by the Audit
Committee of the Company's Board of Directors, which consists of two nonemployee
directors. The Audit Committee has approved the transactions that continue to be
in effect as being fair to the Company. The Audit Committee believes that the
terms and conditions of the foregoing transactions are substantially the same
as, or more favorable to the Company than, would be available from
nonaffiliates. The Company intends to enter into a re-negotiation and extension
of the Greensboro, North Carolina lease as described above. Any extensions,
modifications or renewals of existing transactions with such persons must be
approved, in advance, by the Audit Committee as being on terms no less favorable
to the Company than the terms that could be obtained in a similar transaction
with an unaffiliated party.
-13-
Performance Graph
The following graph compares the total stockholder cumulative returns,
assuming the reinvestment of all dividends, of $100 invested on January 1, 1996,
in the Company's Common Stock, Nasdaq Trucking & Transportation Stocks and The
Nasdaq Stock Market (US) for the five-year period ended December 31, 2000:
COMPARISON OF CUMULATIVE TOTAL RETURN
(Assumes $100 Invested on January 1, 1996)
[LINE GRAPH APPEARS HERE]
1/1/96 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
- ------------------------------------------------------------------------------------------------------------------------------------
Old Dominion Freight Line, Inc. $100 $133 $191 $142 $134 $119
Nasdaq Trucking & Transportation Stocks $100 $110 $141 $127 $123 $112
The Nasdaq Stock Market (US) $100 $123 $151 $213 $395 $238
-14-
CORPORATE GOVERNANCE
The Company's Board of Directors held four meetings during 2000, at
which all directors were present.
The Board of Directors has four standing committees: Executive
Committee, Audit Committee, Compensation Committee and Stock Option Plan
Committee.
The Executive Committee consists of Messrs. Earl E. Congdon (Chairman),
John R. Congdon and David S. Congdon. The Executive Committee is empowered to
act between meetings of the Board of Directors with powers of the full Board,
except with respect to certain matters. This committee did not meet in 2000.
The Audit Committee currently consists of Franz F. Holscher and Harold
G. Hoak, two of the Company's nonemployee directors. At its next meeting on May
7, 2001, it is anticipated that the Board of Directors will add an additional
nonemployee director, John A. Ebeling, to the Audit Committee. The Audit
Committee is governed by a written charter approved by the Board of Directors, a
copy of which is included in Appendix A. Information regarding the functions
performed by this committee is set forth in the "Report of Audit Committee",
which is included in this annual proxy statement. The Audit Committee met three
times in 2000, at which all members were present.
The Compensation Committee consists of Franz F. Holscher (Chairman),
Earl E. Congdon and John R. Congdon. The Compensation Committee meets
periodically to review and approve the salaries and classifications of the
Company's executive officers and other significant employees and its personnel
policies. The Compensation Committee met once in 2000, at which all members were
present.
The Stock Option Plan Committee consists of Earl E. Congdon (Chairman),
John R. Congdon, Harold G. Hoak and Franz F. Holscher. The Committee has
authority to administer the Company's 1991 Employee Stock Option Plan, including
authority to determine persons eligible to receive options and the terms upon
which options are granted. The Stock Option Plan Committee did not meet in 2000.
INDEPENDENT AUDITORS
Ernst & Young LLP has served the Company as independent auditors since
1994. A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting of Stockholders with the opportunity to make a statement if he
desires to do so and to answer any questions that concern that firm's work for
the Company.
The Audit Committee and the Board of Directors have approved all of the
nonaudit services performed by Ernst & Young LLP and believe they have no effect
on audit independence. The Audit Committee has authorized management to engage
the Company's independent accountants in nonaudit services relating to
preparation of tax returns and working with state and federal agents on audits,
but other matters require prior approval from the Audit Committee. Fees for the
last fiscal year were annual audit $69,010, financial information systems design
and implementation services $0 and all other nonaudit services $46,320.
-15-
REPORT OF AUDIT COMMITTEE
The Audit Committee oversees the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments and the
clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards. In
addition, the Audit Committee has discussed with the independent auditors the
auditors' independence from management and the Company including the matters in
the written disclosures required by the Independence Standards Board and
considered the compatibility of nonaudit services with the auditors'
independence.
The Audit Committee discussed with the Company's internal and
independent auditors the overall scope and plans for their respective audits.
The Audit Committee meets with the internal and independent auditors to discuss
the results of their examinations, their evaluations of the Company's internal
controls and the overall quality of the Company's financial reporting.
The Audit Committee has also reviewed transactions between the Company
and entities in which officers or directors of the Company or their affiliates
have material interests and has determined that such existing transactions are
fair to the Company. Any new transactions with officers, directors or their
affiliates, and any extensions, modifications or renewals of existing
transactions with such persons must be approved in advance by the Audit
Committee as being on terms no less favorable to the Company than the terms that
could be obtained in a similar transaction with an unaffiliated party.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended December 31, 2000 for filing with the Securities and
Exchange Commission.
The Audit Committee,
Harold G. Hoak, Chairman
Franz F. Holscher
-16-
GENERAL
The accompanying Proxy is solicited by and on behalf of the Board of
Directors of the Company, and the entire cost of such solicitation will be borne
by the Company. In addition to solicitation by mail, arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to send
proxy material to their principals, and the Company will reimburse them for
their reasonable expenses in so doing.
The Board of Directors has fixed March 15, 2001, as the record date for
the determination of stockholders entitled to notice of and to vote at the
Annual Meeting. On March 15, 2001, there were 8,312,840 outstanding shares of
Common Stock of the Company, each entitled to one vote.
Stockholders do not have cumulative voting rights in the election of
directors. Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present. With
regard to the election of directors, votes may be cast in favor or withheld.
Votes that are withheld will be excluded entirely from the vote and will have no
effect, although they will be counted for purposes of establishing the presence
of a quorum. Under the rules of the New York Stock Exchange, Inc., brokers who
hold shares in street name for customers have authority to vote on certain items
when they have not received instructions from beneficial owners. Brokers that do
not receive instructions are entitled to vote on the election of directors.
Where a choice is specified on any Proxy as to the vote on any matter
to come before the meeting, the Proxy will be voted in accordance with such
specification. If no specification is made but the Proxy is properly signed, the
shares represented thereby will be voted in favor of each proposal. Such
proxies, whether submitted by stockholders of record or by brokers holding
shares in street name for their customers ("broker non-votes"), will be voted in
favor of nominees for directors. Broker non-votes will not be counted either way
in voting on other matters (where direction of beneficial owners is required)
and, therefore, will have the effect of negative votes.
Any stockholder submitting the accompanying Proxy has the right to
revoke it by notifying the Secretary of the Company in writing at any time prior
to the voting of the Proxy. A Proxy is suspended if the person giving the Proxy
attends the meeting and elects to vote in person.
Management is not aware that any matters, other than those specified
above, will be presented for action at the meeting, but, if any other matters do
properly come before the meeting, the persons named as agents in the Proxy will
vote upon such matters in accordance with their best judgment.
Annual Report on Form 10-K
Stockholders may obtain a copy of the Company's Annual Report on Form
10-K as filed with the Securities and Exchange Commission for the year ended
December 31, 2000, without charge by writing to J. Wes Frye, Treasurer, Chief
Financial Officer and Assistant Secretary, Old Dominion Freight Line, Inc., Post
Office Box 2006, High Point, North Carolina 27261. Exhibits are not included,
but copies of them may be obtained from the Company upon payment of copying
charges.
-17-
Deadline for Stockholders' Proposals
Any stockholder desiring to present a proposal for action at the
Company's 2002 Annual Meeting must deliver the proposal to the Company at its
executive offices no later than November 23, 2001.
In addition to any other applicable requirements, for business to be
properly brought before the annual meeting by a stockholder, even if the
proposal is not to be included in the Company's proxy statement, the Company's
bylaws provide that the stockholder must give timely notice of such business in
writing to the Secretary of the Company at least 60 days and not more than 90
days prior to the meeting, except that if public disclosure of the date of the
meeting is given less than 70 days prior to the meeting, notice by the
stockholder will be considered timely if received by the Secretary by the close
of business on the 10th day after public disclosure of the date of the meeting
was made. As to each item of business, the notice must contain (i) a brief
description of the business to be brought before the meeting and the reasons
therefore, (ii) the name and address of record of the stockholder and the number
of shares of the Company's stock owned of record or beneficially by the
stockholder and (iii) any material interest the stockholder has in the proposed
business.
By Order of the Board of Directors
/s/ Joel B. McCarty, Jr.
Joel B. McCarty, Jr.
Secretary
High Point, North Carolina
March 30, 2001
-18-
APPENDIX A
OLD DOMINION FREIGHT LINE
AUDIT COMMITTEE CHARTER
I. PURPOSE
To establish membership, meeting and responsibility requirements for
the Audit Committee in its efforts to assist the Board of Directors in
fulfilling its oversight responsibilities related to corporate
accounting, financial reporting practices, quality and integrity of
financial reports as well as legal compliance and business ethics for
shareholders.
II. MEMBERSHIP
A. The Audit Committee shall be comprised of a minimum of three directors.
B. Audit Committee members shall be appointed by the Board of Directors
for terms of three years with one member serving as the Chairman of the
Audit Committee.
C. All Audit Committee members shall be independent as defined by NASDAQ
standards.
D. All Audit Committee members shall be capable of understanding
fundamental financial statements, including the balance sheet, income
statement and cash flow statement and at least one member shall have
past experience in accounting or a related financial management
expertise.
III. MEETINGS
A. The Audit Committee shall meet at least twice annually.
B. Meetings shall also be attended by the external auditors, corporate
financial management, internal auditors, General Counsel and other
persons as deemed necessary by the Audit Committee.
IV. RESPONSIBILITIES
General
A. The Audit Committee shall adopt, review annually and maintain a formal
written charter that shall be approved by the Board of Directors.
B. The Audit Committee shall communicate in the company's proxy statement
for its annual stockholders meeting whether the Audit Committee has
adopted a formal written charter, and, if so, whether the Audit
Committee satisfied its responsibilities for the prior fiscal year as
provided by the charter.
C. The Audit Committee shall have the charter disclosed in the annual
report to the shareholders or the proxy statement at least every three
years or in the next year's report if significant amendments are made
to the charter.
D. The Audit Committee shall maintain minutes and other supporting
documents of its meetings, activities and recommendations.
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E. The Audit Committee shall report the results of their meetings to the
Board of Directors through minutes or other forms of communication
deemed necessary.
F. The Audit Committee shall be empowered to retain outside counsel or
other professional consultation for the purpose of fulfilling its
responsibilities.
External Auditors
A. The Audit Committee is responsible for communicating to the external
auditors that the Board of Directors and the Audit Committee are the
external auditors' clients and the external auditors are ultimately
accountable to the Board of Directors and the Audit Committee as
representatives of shareholders.
B. The Audit Committee may recommend, for approval by the Board of
Directors, the selection or replacement of the external auditors for
auditing the financial statements of the company.
C. The Audit Committee and corporate financial management shall review and
approve the external auditors' proposed audit scope, fees for the
current fiscal year and non-audit work that may impact the external
auditors' independence.
D. The Audit Committee shall annually obtain, in addition to actively
engaging in dialogue with the external auditors, a formal statement
from the external auditors delineating all relationships between the
external auditors and the company, that is consistent with the
Independence Standards Board Standard 1.
E. The Audit Committee shall provide time with the external auditors, out
of management's presence, for discussions concerning internal controls,
the quality and clarity of the company's financial disclosures,
aggressiveness or conservatism of the company's accounting principles,
underlining significant decisions or estimates by management and any
other issues deemed necessary.
F. The Audit Committee shall review with the external auditors any
significant audit recommendations made by the external auditors along
with the company's progress with implementing the corrective actions.
G. The Audit Committee shall rely on the external auditors to advise them
of any significant changes in FASB statements, company accounting
policies, unusual transactions or other uncertainties that should be
reviewed by the audit committee.
H. The Audit Committee shall review the coordination of the external and
internal audit plans to ensure a complete but nonredundant use of
combined audit resources.
Internal Auditors
A. The Audit Committee shall approve the internal audit charter and all
subsequent revisions.
B. The Audit Committee shall be notified and concur with the appointment
or dismissal of the Manager of Internal Audit.
C. The Audit Committee and corporate financial management shall review and
approve the internal auditors' proposed audit plan for the current
fiscal year in addition to monitoring the progress of the audit plan.
D. The Audit Committee shall review the qualifications and size of the
internal audit staff annually for deficiencies in achieving audit
objectives.
E. The Audit Committee shall provide time with the Manager of Internal
Audit, out of management's presence, for discussions concerning
internal controls, independence, audit authority and any restrictions
on the scope of their audit or access to required information.
-20-
F. The Audit Committee shall review a summary of the internal audit
findings and the company's progress with implementing corrective
actions.
Financial Statements/Internal Controls
A. The Audit Committee shall review the results of the annual financial
statements audit with the external auditors and corporate financial
management to determine that the external auditors and corporate
financial management are satisfied with the disclosure, quality and
content of the financial statements prior to the release of the annual
report to the stockholders.
B. The Audit Committee shall inquire with the external auditors, corporate
financial management and the internal auditors regarding the adequacy
of the company's system of internal controls.
C. The Audit Committee shall inquire with the external auditors, corporate
financial management and the internal auditors regarding significant
business risks or exposures to the company and the company's plan for
minimizing such risks and exposures.
D. The Audit Committee or the Chairman shall discuss, by meeting or
conference call prior to the filing of the 10-Q, significant issues
related to the quarterly financial statements with corporate financial
management and the external auditors.
Ethics & Business Conduct/Legal
A. The Audit Committee shall review annually the company's program
designed to ensure the company's officers and key employees are in
compliance with applicable company ethics and conduct codes, laws and
regulatory guidelines.
B. The Audit Committee shall require management to report on the results
of the company's annual ethics and business conduct questionnaire.
C. The Audit Committee shall meet and discuss significant legal issues
with the company's General Counsel as deemed necessary.
-21-
PROXY
OLD DOMINION FREIGHT LINE, INC.
The undersigned stockholder of Old Dominion Freight Line, Inc. designates
Earl E. Congdon, John R. Congdon, and Joel B. McCarty, Jr., and any of them,
agents to vote the shares of the undersigned at the Annual Meeting
of Stockholders, Monday, May 7, 2001, at 10:00 A.M., and at any adjournment
thereof, as follows:
Please sign the proxy printed on the other side and return
it at once unless you expect to attend the meeting in person.
(Continued on reverse side)
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
OLD DOMINION FREIGHT LINE, INC.
May 7, 2001
Please Detach and Mail in the Envelope Provided
A [X] Please mark your
votes as in this
example.
VOTE FOR WITHHOLD
all nominees AUTHORITY TO
(except as marked vote for all nominees
to the contrary) listed at right
(1) ELECTION OF [ ] [ ] Nominees: Earl E.Congdon (2) To transact such other business
DIRECTORS John R. Congdon as may be brought before the
John A. Ebeling meeting.
Harold G. Hoak
Franz F. Holscher THIS PROXY IS SOLICITED ON
David S. Congdon BEHALF OF THE BOARD OF DIRECTORS
John R. Congdon, Jr. AND WILL BE VOTED AS SPECIFIED
(Instruction: To withhold authority to vote for an BY THE STOCKHOLDER.
Individual nominee strike a line through the
nominee's name.) IF NO SPECIFICATION IS MADE
WITH RESPECT TO A MATTER WHERE
A BALLOT IS PROVIDED, THIS
PROXY WILL BE VOTED FOR SUCH
MATTER.
Your shares should be
represented at the meeting by
your proxy. The meeting will be
held Monday, May 7, 2001, at
10:00 A.M. in the Fourth Floor
Conference Room of the Executive
Offices of Old Dominion Freight
Line, Inc., 1730 Westchester
Drive, High Point, North Carolina.
PLEASE SIGN AND SEND IN YOUR PROXY
SIGNATURE(S)_________________________________________ DATE________________ 2001
NOTE: Please sign above as name(s) appear(s) on this card. (When signing as
attorney, executor, administrator, trustee, guardian, etcetera, give full
title as such. For joint accounts, each joint owner should sign.)