8-KLeadership ChangesExhibits & Filings

OLD DOMINION FREIGHT LINE, INC. 8-K Report, Executive Changes (Feb 2, 2007)

Filed February 2, 2007For Securities:ODFL

Summary

Old Dominion Freight Line, Inc. (ODFL) filed an 8-K on February 2, 2007, to disclose a new phantom stock award program approved by its Board of Directors on January 29, 2007. This program, effective February 12, 2007, will grant phantom stock to eligible key employees, with the number of shares determined by 30% of their 2006 base salary divided by the company's average stock price over a three-day period in early February 2007. This initiative appears designed to align executive compensation with long-term shareholder value and to retain key talent by linking their rewards to the company's stock performance. The filing also specifies the notional award values for Named Executive Officers, providing transparency into their potential compensation tied to this phantom stock plan. Investors should note that the actual number of phantom shares awarded will be directly influenced by ODFL's stock price during the specified valuation period. This report does not contain any material financial results or significant operational updates beyond the executive compensation plan.

Key Highlights

  • 1ODFL's Board of Directors approved a new Phantom Stock Plan for key employees on January 29, 2007.
  • 2Awards will be granted on February 12, 2007, under the Old Dominion Freight Line, Inc. Phantom Stock Plan.
  • 3The number of phantom shares awarded is based on 30% of each key employee's 2006 base salary.
  • 4The calculation of phantom shares will use the company's three-day average common stock price from February 7-9, 2007.
  • 5Specific notional award values for Named Executive Officers are disclosed, ranging from $57,000 to $133,000.
  • 6This move is intended to incentivize and retain key employees by linking their compensation to company stock performance.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the approval and upcoming implementation of a new Phantom Stock Plan for key employees, designed to align executive compensation with the company's stock performance and aid in retention.

The number of phantom shares each eligible key employee will receive is calculated by taking 30% of their 2006 base salary and dividing it by the average closing price of Old Dominion Freight Line, Inc.'s common stock over a three-day period from February 7-9, 2007.

The filing details the award of phantom stock, which is a contractual right to receive a future payment based on the value of the company's stock. It does not specify the vesting or payout conditions, which would typically be outlined in the award agreement and plan documents.

The dollar amounts listed for Named Executive Officers ($133,000 for Earl E. Congdon, $94,000 for John R. Congdon, etc.) represent the value attributed to 30% of their 2006 base salary. This figure is the numerator used to calculate the total number of phantom shares they will be awarded, once divided by the stock price.