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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 17, 2023

 

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, North Carolina

 

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:

 

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

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 17, 2023. 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 17, 2023, were voted upon by the Company’s shareholders at the Annual Meeting. The final voting results are reported below.

Proposal 1 – Election of Eleven 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

 

92,905,756

 

3,640,446

 

2,449,326

David S. Congdon

 

93,847,771

 

2,698,431

 

2,449,326

John R. Congdon, Jr.

 

94,989,130

 

1,557,072

 

2,449,326

Andrew S. Davis

 

96,195,188

 

351,014

 

2,449,326

Bradley R. Gabosch

 

93,229,416

 

3,316,786

 

2,449,326

Greg C. Gantt

 

95,442,372

 

1,103,830

 

2,449,326

Patrick D. Hanley

 

95,309,432

 

1,236,770

 

2,449,326

John D. Kasarda

 

85,091,585

 

11,454,617

 

2,449,326

Wendy T. Stallings

 

95,473,341

 

1,072,861

 

2,449,326

Thomas A. Stith, III

 

93,232,839

 

3,313,363

 

2,449,326

Leo H. Suggs

 

89,232,138

 

7,314,064

 

2,449,326

 

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

92,451,810

 

3,821,527

 

272,865

 

2,449,326

 

Proposal 3 – Vote, on an Advisory Basis, on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

The shareholders recommended, on an advisory basis, that the advisory vote on the compensation of the Company’s named executive officers should be held on an annual basis based on the following vote:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

95,154,138

 

25,246

 

1,331,394

 

35,424

 

2,449,326

 

The Company has determined that it will continue to include an advisory vote on the compensation of the Company’s named executive officers in its proxy materials every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, which will occur no later than the Company’s 2029 Annual Meeting of Shareholders.

 

Proposal 4 – 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, 2023 was approved by the shareholders based on the following vote:

 

For

 

Against

 

Abstain

95,917,636

 

3,052,876

 

25,016

 

 


 

 

 

Item 8.01. Other Events.

On May 18, 2023, the Company issued a press release announcing that its Board of Directors had declared a quarterly cash dividend of $0.40 per share of common stock, payable on June 21, 2023, to shareholders of record at the close of business on June 7, 2023. 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 18, 2023

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURE

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 18, 2023