5.22.2012ProxyVote8-K

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 22, 2012
(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))
 
 
 




Item 5.05.
Amendments to the Registrant’s Code of Ethics, or Wavier of a Provision of the Code of Ethics.

(a)    
On May 22, 2012, upon the recommendation of the Governance and Nomination Committee of the Board of Directors (the “Board”) of Old Dominion Freight Line, Inc. (the “Company”), the Board amended the Company's Code of Business Conduct (the “Code”). The amendment, which revised certain portions of the “Conflicts of Interest and Gifts” provision of the Code, provides additional clarity for the Company's officers, directors and employees regarding the Company's expectations and requirements with respect to the provision or receipt of gifts and/or entertainment. The Code, as revised, is available on our website at http://www.odfl.com/company/corpGovernance.shtml.

Item 5.07.
Submission of Matters to a Vote of Security Holders.
(a), (b)
The 2012 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on May 22, 2012. 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 19, 2012, 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 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
 
Earl E. Congdon
 
51,020,837

 
 
 
3,290,123

 
 
 
1,255,691

 
 
David S. Congdon
 
52,067,774

 
 
 
2,243,186

 
 
 
1,255,691

 
 
John R. Congdon
 
50,977,070

 
 
 
3,333,890

 
 
 
1,255,691

 
 
J. Paul Breitbach
 
53,613,067

 
 
 
697,893

 
 
 
1,255,691

 
 
John R. Congdon, Jr.
 
49,343,384

 
 
 
4,967,576

 
 
 
1,255,691

 
 
Robert G. Culp, III
 
49,646,530

 
 
 
4,664,430

 
 
 
1,255,691

 
 
John D. Kasarda
 
53,530,004

 
 
 
780,956

 
 
 
1,255,691

 
 
Leo H. Suggs
 
50,783,837

 
 
 
3,527,123

 
 
 
1,255,691

 
 
D. Michael Wray
 
50,989,896

 
 
 
3,321,064

 
 
 
1,255,691

 
 
 



Proposal 2 –
Advisory Vote to Approve 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
39,321,208
 
14,701,007
 
288,745
 
1,255,691

Proposal 3 –
Approval of an Amendment to the Company's Amended and Restated Articles of Incorporation to Increase the Number of Authorized Shares of the Company's Common Stock
    
The amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 70,000,000 to 140,000,000 was approved by the shareholders based on the following vote:
For
 
Against
 
Abstain
50,670,376
 
4,836,836
 
59,439

Proposal 4 –
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, 2012 was ratified by the shareholders based on the following vote:
For
 
Against
 
Abstain
54,646,836
 
890,426
 
29,389




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/ John P. Booker, III
 
 
John P. Booker, III
 
 
Vice President – Controller
 
 
(Principal Accounting Officer)
Date: May 24, 2012