8-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

Date of Report (Date of earliest event reported) April 28, 2011

PACER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Commission file number 000-49828

Tennessee	62-0935669
(State or other jurisdiction of incorporation)	(I.R.S. employer identification no.)

6805 Perimeter Drive

Dublin, OH 43016

Telephone Number (614) 923-1400

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 2.02. Results of Operations and Financial Condition

On April 28, 2011, Pacer International, Inc. issued a press release announcing its first quarter 2011 results. The press release is attached hereto as Exhibit 99.1.

The information set forth under this “Item 2.02. Results of Operations and Financial Condition,” including the Exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing, except as otherwise expressly stated in such filing.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pacer International, Inc. (the “Company”) held its annual shareholders’ meeting on April 26, 2011. At the annual meeting, our shareholders approved amendments to Section 12 of the Company’s second amended and restated charter (the “Charter”) which Section is intended to prevent coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of the Company to negotiate first with the Company’s Board of Directors. The amendment approved by the shareholders eliminated two related provisions of Section 12 that exempted certain specified entities (and their affiliates) that were principal shareholders of the Company at the time of its 2002 initial public offering but which had subsequently sold all of their common stock in the Company from the procedural and other requirements and safeguards of Section 12 to negotiate with the Company’s Board of Directors, obtain shareholder approval and comply with the other fairness requirements applicable to a business combination under Section 12 of the Charter. The amendments to the Company’s charter required approval of not less than 75% of the outstanding shares entitled to vote at the annual meeting.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders held on April 26, 2011, our shareholders (1) elected each of the persons listed below to serve as a director of Pacer for a three-year term expiring at the 2014 annual meeting of shareholders or until his successor has been duly elected and qualified or the director’s earlier resignation, death or removal, (2) approved the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2011, (3) approved the amendments to the Company’s Charter described above under Item 5.03, (4) adopted, on a non-binding, advisory basis, a resolution approving the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2011 annual meeting of shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2010 summary compensation table and the other related tables and disclosure, and (v) selected, on a non-binding, advisory basis, an annual frequency for future shareholder advisory votes on the compensation of the Company's named executive officers.

The Company’s independent inspector of elections reported the vote of the shareholders as follows:

Proposal 1: The election of directors

Name	FOR		WITHHOLD
Robert D. Lake		25,622,109		671,515
Robert F. Starzel		25,595,952		679,472

Directors Dennis A. Chantland and Robert J. Grassi will continue in office until the 2012 annual meeting of shareholders and Directors Daniel W. Avramovich, J. Douglass Coates and P. Michael Giftos will continue in office until the 2013 annual meeting of shareholders.

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011.

FOR	AGAINST	ABSTAIN
32,197,881	153,291	90,964

Proposal 3: The amendment of Section 12 to the Company’s second amended and restated charter.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
26,183,796	56,847	52,981	6,148,512

Proposal 4: The adoption, on a non-binding, advisory basis, of a resolution approving the compensation of the Company’s named executive officers described under the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2010 summary compensation table and the other related tables and disclosure.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
24,920,862	557,557	815,205	6,148,512

Proposal 5: The selection, on a non-binding, advisory basis, of the frequency of future shareholder votes on the compensation of the Company’s named executive officers.

THREE YEARS	TWO YEARS	ONE YEAR	ABSTAIN	BROKER NON-VOTE
6,528,288	1,577,248	17,374,244	813,844	6,148,512

Based on the results of this advisory vote, the Company’s Board of Directors at its meeting on April 26, 2011 determined that the Company will hold an annual vote on the compensation of named executive officers.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Pacer International, Inc. dated April 28, 2011 (furnished pursuant to Item 2.02).

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.

	PACER INTERNATIONAL, INC.
	A Tennessee Corporation
Dated: April 28, 2011	By: /s/ John J. Hafferty
	Executive Vice President and Chief
	Financial Officer

INDEX TO EXHIBITS

EXHIBIT NUMBER
99.1	Press Release of Pacer International, Inc. dated April 28, 2011 (furnished pursuant to Item 2.02).

EX-99.1

Exhibit 99.1

Pacer International Reports First Quarter Results

DUBLIN Ohio, April 28, 2011(BUSINESS WIRE)–Pacer International, Inc. (Nasdaq: PACR), the asset-light North American freight transportation and logistics services provider, today reported financial results for the three month period ended March 31, 2011.

FIRST QUARTER RESULTS

• Income from operations increased by $3.3 million;

• Gross margin percentage was 11.7% in the 2011 period compared to 11.2% in the 2010 period;

• Revenues were $358.4 million. Excluding the impact of the transition of the east-west big box business, intermodal revenues improved by $25.5 million or 10.0%;

• Selling, general and administrative expenses decreased $2.3 million or 5.9%;

• Net income increased $2.5 million; and

• Earnings per share increased by $0.07 to earnings per share of $0.06 in 2011.

(In millions, except for per share data)

	2011			2010
	Q1			Q1
Revenue	$	358.4		$	363.7
Gross margin	$	42.1		$	40.8
Gross margin %		11.7	%		11.2	%
SG&A	$	36.5		$	38.8
Income from operations		3.9			0.6
Net income (loss)		2.0			(0.5	)
Earnings (loss) per share	$	0.06		$	(0.01	)

“During the first quarter we continued to make progress in achieving our strategic objectives on our journey towards becoming a world class integrated global door-to-door transportation and solutions provider. We are pleased with our improved financial performance and increased customer service and quality, despite some difficult operating conditions with weather and rising fuel costs.” said Daniel W. Avramovich, chairman and CEO of Pacer.

A tabular reconciliation detailing the adjustments made to arrive at the adjusted financial results set forth above and elsewhere in this press release from financial results determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) is contained in the reconciliation schedules attached to this press release. Significant items affecting comparability between periods include adjusted revenues, which exclude the revenues from the east-west big box business from intermodal marketing companies (IMCs) in the first quarter 2010.

CONFERENCE CALL TODAY Pacer International will hold a conference call for investors, analysts, business and trade media, and other interested parties at 8:30 a.m. ET, today (Thursday, April 28, 2011). To participate, please call five minutes early by dialing (800) 230-1093(in USA) and ask for “Pacer International 1st Quarter Earnings Call.” International callers can dial (612) 288-0329.

An audio-only, simultaneous Webcast of the live conference call can be accessed through the Investors link on the company’s website at www.pacer.com. For persons unable to participate in either the conference call or the Webcast, a digitized replay will be available from April 28, 2011 at 11:00 a.m. ET to May 28, 2011 at 11:59 p.m. ET. For the replay, dial (800) 475-6701(USA) or (320) 365-3844 (international), using access code 201507. During such period, the replay also can be accessed through the Investors link on the company’s website at www.pacer.com

ABOUT PACER INTERNATIONAL (www.pacer.com)

Pacer International, a leading asset-light North American freight transportation and logistics services provider, offers a broad array of services to facilitate the movement of freight from origin to destination through its intermodal and logistics operating segments. The intermodal segment offers container capacity, integrated local transportation services, and door-to-door intermodal shipment management. The logistics segment provides truck brokerage, warehousing and distribution, international freight forwarding, and supply-chain management services. For more information on Pacer International visit www.pacer.com.

SOURCE: Pacer International, Inc.

USE OF NON-GAAP FINANCIAL MEASURES: This press release contains “non-GAAP financial measures” as defined by the Securities and Exchange Commission. These non-GAAP measures include adjusted revenues, which exclude the impact of the transition of the east-west big box IMC business, which transition was underway during the 2010 first quarter. Non-GAAP measures are used by management and the Board of Directors in their analysis of the company’s ongoing core operating performance. Management believes that the non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the company’s core businesses and allows investors to more easily compare operating results from period to period. A tabular reconciliation of the differences between the non-GAAP financial information discussed in this release and the most directly comparable financial information calculated and presented in accordance with GAAP is contained in the financial summary statements attached to this press release.

CERTAIN FORWARD-LOOKING STATEMENTS—This press release contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the company’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions. Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are general economic and business conditions including the

continued effect of the current U.S. and global economic environment and the timing and strength of economic recovery in the U.S. and internationally; industry trends, including changes in the costs of services from rail, motor, ocean and air transportation providers; changes resulting from our November 2009 arrangements with Union Pacific that have reduced revenues and have compressed margins; changes in the terms of new or replacement contracts with our underlying rail carriers that are less favorable to us relative to our legacy contracts as these expire (including our legacy contract with Union Pacific, expiring in 2011 which continues to apply to our automotive and international lines of business, and our legacy contract with CSX, expiring in 2014); our reliance on Union Pacific to provide us with, and to service and maintain, the equipment used in our business; our ability to borrow amounts under our credit agreement due to borrowing base limitations and/or to comply with the covenants in our credit agreement; increases in interest rates; the loss of one or more of our major customers; the effect of uncertainty surrounding the current economic environment on the transportation needs of our customers; the impact of competitive pressures in the marketplace; the frequency and severity of accidents, particularly involving our trucking operations; changes in, or the failure to comply with, government regulation; changes in our business strategy, development plans or cost savings plans; congestion, work stoppages, equipment and capacity shortages, weather related issues and service disruptions affecting our rail and motor transportation providers; the degree and timing of changes in fuel prices, including changes in the fuel costs and surcharges that we pay to our vendors and those that we are able to collect from our customers; changes in international and domestic shipping patterns; availability of qualified personnel; difficulties in selecting, developing and implementing applications and solutions to update or replace our diverse legacy systems; increases in our leverage; and terrorism and acts of war. Additional information about these and other factors that could affect the company’s business is set forth in the company’s various filings with the Securities and Exchange Commission, including those set forth in the company’s annual report on Form 10-K for the year ended December 31, 2010 filed with the SEC on February 24, 2011. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, expected or intended. Except as otherwise required by federal securities laws, the company does not undertake any obligation to update such forward-looking statements whether as a result of new information, future events or otherwise.

####

INVESTOR CONTACT:

Pacer International, Inc.

Steve Markosky, 614-923-1703

VP Investor Relations & Financial Planning & Analysis

steve.markosky@pacer.com

MEDIA CONTACT:

Princeton Partners

Erin Bijas

Senior Account Manager, Public Relations

(609) 452-8500 x118; 732-895-0792 (mobile)

ebijas@princetonpartners.com

Pacer International, Inc.

Unaudited Condensed Consolidated Balance Sheet

(in millions)

	March 31, 2011			December 31, 2010
Assets
Current assets
Cash and cash equivalents	$	7.3		$	4.2
Accounts receivable, net		151.1			152.5
Prepaid expenses and other		17.9			15.4
Deferred income taxes		6.5			6.3
Total current assets		182.8			178.4
Property and equipment
Property and equipment at cost		98.4			97.4
Accumulated depreciation		(54.9	)		(53.7	)
Property and equipment, net		43.5			43.7
Other assets
Deferred income taxes		22.9			24.3
Other assets		15.6			15.5
Total other assets		38.5			39.8
Total assets	$	264.8		$	261.9
Liabilities & Equity
Current liabilities
Book overdraft	$	2.5		$	2.7
Accounts payable and other accrued liabilities		143.8			144.8
Total current liabilities		146.3			147.5
Long-term liabilities
Long-term debt		15.7			13.4
Other		1.9			2.5
Total long-term liabilities		17.6			15.9
Total liabilities		163.9			163.4
Stockholders’ equity
Preferred stock		—			—
Common stock		0.4			0.4
Additional paid-in-capital		302.7			302.5
Accumlated deficit		(202.1	)		(204.1	)
Accumulated other comprehensive loss		(0.1	)		(0.3	)
Total stockholders’ equity		100.9			98.5
Total liabilities and stockholders’ equity	$	264.8		$	261.9

Pacer International, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in millions, except share and per share data)

	Three Months Ended
	March 31, 2011			March 31, 2010
Revenues	$	358.4		$	363.7
Operating Expenses:
Cost of purchased transportation and services		292.3			299.6
Direct operating expense (excluding depreciation)		24.0			23.3
Selling, general and admininstrative expenses		36.5			38.8
Depreciation and amortization		1.7			1.4
Total operating expenses		354.5			363.1
Income from operations		3.9			0.6
Interest expense, net		(0.6	)		(1.3	)
Income (loss) before income taxes		3.3			(0.7	)
Income tax (benefit)		1.3			(0.2	)
Net income (loss)	$	2.0		$	(0.5	)
Earnings (loss) per share:
Basic:
Earnings (loss) per share	$	0.06		$	(0.01	)
Weighted average shares outstanding		34,934,722			34,787,301
Diluted:
Earnings (loss) per share	$	0.06		$	(0.01	)
Weighted average shares outstanding		35,064,375			34,787,301

Pacer International, Inc.

Unaudited Condensed Consolidated Statement of Cash Flows

(in millions)

	Three Months Ended
	March 31, 2011			March 31, 2010
Cash Flows from Operating Activities
Net income (loss)	$	2.0		$	(0.5	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		1.7			1.4
Gain on sale of property, equipment and other assets		—			(0.1	)
Gain on sale lease-back transaction		(0.2	)		(0.3	)
Deferred taxes		1.2			(0.5	)
Stock based compensation expense		0.2			0.3
Changes in operating assets and liabilities:
Accounts receivables, net		1.4			4.0
Prepaid expenses and other		(2.5	)		0.6
Accounts payable and other accrued liabilities		(1.5	)		(2.0	)
Other long-term assets		(0.1	)		(1.3	)
Other long-term liabilities		(0.2	)		(1.1	)
Net cash provided by operating activities		2.0			0.5
Cash Flows from Investing Activities
Capital expenditures		(1.2	)		(2.7	)
Net proceeds from sale lease-back transaction		—			2.4
Proceeds from sales of property, equipment and other assets		—			0.1
Net cash used in investing activities		(1.2	)		(0.2	)
Cash Flows from Financing Activities
Net borrowings under revolving line of credit		2.3			1.3
Capital lease obligation repayment		—			(0.1	)
Net cash provided by financing activities		2.3			1.2
Net increase in cash and cash equivalents		3.1			1.5
Cash and cash equivalents - beginning of period		4.2			2.8
Cash and cash equivalents - end of period	$	7.3		$	4.3

Pacer International, Inc.

Unaudited Results by Segment

(in millions)

	Three Months Ended
	2011			2010			Change			% Change
Revenues
Intermodal	$	279.5		$	264.2		$	15.3			5.8	%
Logistics		79.0			99.8			(20.8	)		(20.8	)
Inter-segment eliminations		(0.1	)		(0.3	)		0.2			(66.7	)
Total		358.4			363.7			(5.3	)		(1.5	)
Cost of purchased transportation and services and direct operating expense 1/
Intermodal		250.8			235.6			15.2			6.5
Logistics		65.6			87.6			(22.0	)		(25.1	)
Inter-segment eliminations		(0.1	)		(0.3	)		0.2			(66.7	)
Total		316.3			322.9			(6.6	)		(2.0	)
Gross margin
Intermodal		28.7			28.6			0.1			0.3
Logistics		13.4			12.2			1.2			9.8
Total	$	42.1		$	40.8		$	1.3			3.2	%
Gross margin percentage
Intermodal		10.3	%		10.8	%		(0.5	)%
Logistics		17.0			12.2			4.8
Total		11.7	%		11.2	%		0.5	%

1/ Direct operating expenses are only incurred in the intermodal segment

Pacer International, Inc.

Reconciliation of GAAP Revenues to Adjusted Revenues

For the Three Months Ended March 31, 2011 and March 31, 2010

(in millions)

	Three Months Ended March 31, 2011								Three Months Ended March 31, 2010									Adjusted Variance 2011 vs 2010
	GAAP Results					Adjusted Results			GAAP Results						Adjusted
				Adjustments								Adjustments			Results
Revenues:
Intermodal	$	279.5		$	—	$	279.5		$	264.2		$	(10.2	) 1/	$	254.0		$	25.5
Logistics		79.0			—		79.0			99.8			—			99.8			(20.8	)
Inter-segment elimination		(0.1	)		—		(0.1	)		(0.3	)		—			(0.3	)		0.2
	$	358.4		$	—	$	358.4		$	363.7		$	(10.2	)	$	353.5		$	4.9

1/ Transitioned east-west big box revenues from intermodal marketing companies.