2014ProxyVote8-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, 2014
(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 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Old Dominion Freight Line, Inc. (the "Company") was held on May 22, 2014. 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, 2014, were voted upon and approved by the Company's shareholders at the Annual Meeting.
 
Proposal 1 –
Election of Eight 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
 
76,095,243

 
 
 
5,239,804

 
 
 
1,897,596

 
 
David S. Congdon
 
78,510,152

 
 
 
2,824,895

 
 
 
1,897,596

 
 
J. Paul Breitbach
 
79,167,845

 
 
 
2,167,202

 
 
 
1,897,596

 
 
John R. Congdon, Jr.
 
76,402,968

 
 
 
4,932,079

 
 
 
1,897,596

 
 
Robert G. Culp, III
 
79,772,194

 
 
 
1,562,853

 
 
 
1,897,596

 
 
John D. Kasarda
 
80,015,759

 
 
 
1,319,288

 
 
 
1,897,596

 
 
Leo H. Suggs
 
80,043,938

 
 
 
1,291,109

 
 
 
1,897,596

 
 
D. Michael Wray
 
80,648,882

 
 
 
686,165

 
 
 
1,897,596

 
 
 
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
78,814,363
 
2,377,069
 
143,615
 
1,897,596

Proposal 3 –
Ratification of the Appointment of the Company’s 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, 2014 was approved by the shareholders based on the following vote:
For
 
Against
 
Abstain
81,710,057
 
1,427,416
 
95,170





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 23, 2014