2013ProxyVote8-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 31, 2013
(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 5.07.
Submission of Matters to a Vote of Security Holders.
(a), (b)
The 2013 Annual Meeting of Shareholders (the “Annual Meeting”) of Old Dominion Freight Line, Inc. (the "Company") was held on May 31, 2013. 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 26, 2013, were voted upon and approved by the Company's shareholders at the Annual Meeting. There were no broker non-votes with respect to any of the proposals set forth below.
 
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
 
Earl E. Congdon
 
 
76,091,455

 
 
 
4,464,248

 
 
David S. Congdon
 
 
77,645,206

 
 
 
2,910,497

 
 
John R. Congdon
 
 
76,087,049

 
 
 
4,468,654

 
 
J. Paul Breitbach
 
 
74,694,621

 
 
 
5,861,082

 
 
John R. Congdon, Jr.
 
 
76,091,014

 
 
 
4,464,689

 
 
Robert G. Culp, III
 
 
77,365,872

 
 
 
3,189,831

 
 
John D. Kasarda
 
 
79,278,742

 
 
 
1,276,961

 
 
Leo H. Suggs
 
 
78,790,412

 
 
 
1,765,291

 
 
D. Michael Wray
 
 
77,407,003

 
 
 
3,148,700

 
 
 
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
77,636,165

 
2,402,484

 
517,054


Proposal 3 –
Reapproval of Material Terms of the Old Dominion Freight Line, Inc. Performance Incentive Plan Pursuant to the Provisions of Section 162(m) of the Internal Revenue Code of 1986, As Amended
    
The material terms of the Old Dominion Freight Line, Inc. Performance Incentive Plan were reapproved by the shareholders based on the following vote:
For
 
Against
 
Abstain
79,277,001

 
1,131,351

 
147,351








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: June 4, 2013