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

May 17, 2011

(Date of earliest event reported)

 

 

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)		(I.R.S. Employer Identification No.)

500 Old Dominion Way

Thomasville, North Carolina 27360

(Address of principal executive offices)

(Zip Code)

(336) 889-5000

(Registrant’s telephone number, including area code)

 

 

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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders

(a), (b), (d)

The 2011 Annual Meeting of Shareholders (the “Annual Meeting”) of Old Dominion Freight Line, Inc. (the “Company”) was held on May 17, 2011. 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, 2011, were voted upon and approved by the Company’s shareholders at the Annual Meeting:

 

Proposal 1 –

Election of Nine Directors

Each of the following individuals were elected at the Annual Meeting to serve as directors for one-year terms and until their 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
Earl E. Congdon			51,420,891				2,298,013				1,292,485
David S. Congdon			51,588,338				2,130,566				1,292,485
John R. Congdon			51,426,374				2,292,530				1,292,485
J. Paul Breitbach			53,083,730				635,174				1,292,485
John R. Congdon, Jr.			49,768,139				3,950,765				1,292,485
Robert G. Culp, III			48,886,977				4,831,927				1,292,485
John D. Kasarda			53,056,095				662,809				1,292,485
Leo H. Suggs			49,944,281				3,774,623				1,292,485
D. Michael Wray			50,007,780				3,711,124				1,292,485

 

Proposal 2 –

Advisory Vote on the Compensation of the Company’s 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
37,067,472		16,619,228		32,204		1,292,485

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Proposal 3 –

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s 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
49,909,598		108,584		3,693,285		7,437		1,292,485

A majority of the votes cast by shareholders voted, on an advisory basis and in line with the recommendation of the Company’s Board of Directors, to hold an advisory vote on the compensation of the Company’s named executive officers every year. The Company has determined that it will 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 2017 Annual Meeting of Shareholders.

 

Proposal 4 –

Shareholder Proposal

A shareholder proposal regarding an independent chairman of the Board was not approved by the shareholders at the Annual Meeting based on the following vote:

 

For		Against		Abstain		Broker Non-Votes
15,239,114		38,470,418		9,372		1,292,485

 

Proposal 5 –

Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011 was ratified at the Annual Meeting based on the following vote:

 

For		Against		Abstain
54,282,041		724,292		5,056

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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.

 

Date: May 23, 2011