8-KLeadership ChangesSecurities & Listing

OLD DOMINION FREIGHT LINE, INC. 8-K Report, Listing Notice (Oct 18, 2007)

Filed October 18, 2007For Securities:ODFL

Summary

Old Dominion Freight Line, Inc. (ODFL) filed an 8-K on October 18, 2007, reporting the immediate resignation of W. Chester Evans, III from its Board of Directors, effective October 15, 2007. This resignation has caused the company to be non-compliant with NASDAQ listing rules requiring a majority of independent directors on the Board and a specific composition for the Audit Committee. While NASDAQ has provided a cure period until October 15, 2008 (or potentially April 14, 2008, depending on the timing of the next annual meeting), ODFL's Board intends to promptly initiate a search to fill the vacancy and restore compliance. Investors should monitor the company's progress in appointing a new director to meet NASDAQ's requirements and ensure continued listing.

Key Highlights

  • 1W. Chester Evans, III resigned from the Old Dominion Freight Line, Inc. Board of Directors on October 15, 2007.
  • 2The resignation resulted in immediate non-compliance with NASDAQ listing rules regarding board independence and Audit Committee composition.
  • 3Specifically, the Board no longer has a majority of independent directors.
  • 4The Audit Committee is now comprised of only two members, falling short of NASDAQ's requirement for at least three.
  • 5ODFL notified NASDAQ of its non-compliance on October 16, 2007.
  • 6NASDAQ has granted a cure period to rectify the non-compliance, extending up to October 15, 2008, or potentially April 14, 2008.
  • 7The Board plans to actively search for a replacement director to regain compliance with NASDAQ listing standards.

Frequently Asked Questions

The primary reason for this 8-K filing is to report the resignation of a board member, W. Chester Evans, III, which has caused Old Dominion Freight Line, Inc. to be temporarily non-compliant with NASDAQ's listing rules concerning board independence and audit committee composition.

ODFL is not in compliance with NASDAQ Marketplace Rule 4350(c)(1) requiring a majority of independent directors on the Board and Rule 4350(d)(2)(A) which mandates the Audit Committee have at least three members meeting specific criteria. Mr. Evans' resignation left the board with an equal number of independent and non-independent directors and reduced the Audit Committee to two members.

Not necessarily. NASDAQ has provided ODFL with a 'cure period' to rectify the non-compliance. The company has until October 15, 2008, or potentially April 14, 2008, to appoint a new director and regain compliance. The company's intent to immediately search for a replacement suggests they are actively working to avoid delisting.

Old Dominion Freight Line, Inc.'s Board of Directors intends to immediately begin a search process to find and appoint a new director. This appointment is expected to bring the Board back into compliance with NASDAQ's requirements regarding independent directors and Audit Committee composition.