Form 8-K

0001193125-11-147244.txt : 20110523 0001193125-11-147244.hdr.sgml : 20110523 20110523094833 ACCESSION NUMBER: 0001193125-11-147244 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110517 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110523 DATE AS OF CHANGE: 20110523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD DOMINION FREIGHT LINE INC/VA CENTRAL INDEX KEY: 0000878927 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 560751714 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19582 FILM NUMBER: 11863638 BUSINESS ADDRESS: STREET 1: 500 OLD DOMINION WAY CITY: THOMASVILLE STATE: NC ZIP: 27360 BUSINESS PHONE: 3368895000 MAIL ADDRESS: STREET 1: 500 OLD DOMINION WAY CITY: THOMASVILLE STATE: NC ZIP: 27360 8-K 1 d8k.htm FORM 8-K Form 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

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))

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

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

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, 2011