8-KLeadership ChangesShareholder MattersOther Events+1

OLD DOMINION FREIGHT LINE, INC. 8-K Report, Executive Changes (May 18, 2017)

Filed May 18, 2017For Securities:ODFL

Summary

Old Dominion Freight Line, Inc. (ODFL) filed an 8-K on May 18, 2017, detailing key personnel changes and outcomes from its Annual Shareholder Meeting held on May 17, 2017. The most significant executive update is the appointment of Kimberly S. Maready as the Company's Principal Accounting Officer, effective May 17, 2017. Ms. Maready, currently Vice President – Accounting & Finance, brings extensive experience, including her prior role as an audit partner at Ernst & Young LLP. This transition is part of the company's long-term succession planning, with John P. Booker, III relinquishing the Principal Accounting Officer duties while continuing as Vice President - Controller. The filing also reports the results of the Annual Shareholder Meeting. All nine nominated directors were elected with strong support. Shareholders also approved, on an advisory basis, the compensation of named executive officers and overwhelmingly recommended holding these advisory votes annually. Additionally, the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2017 was ratified by shareholders. The company also announced a quarterly cash dividend of $0.10 per share, payable in June 2017.

Key Highlights

  • 1Kimberly S. Maready appointed as Principal Accounting Officer as part of a succession plan, continuing her role as VP – Accounting & Finance.
  • 2John P. Booker, III, stepped down as Principal Accounting Officer but remains VP - Controller, assisting in the transition.
  • 3All nine nominated directors were re-elected to one-year terms with substantial shareholder approval.
  • 4Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers.
  • 5Shareholders recommended by a significant margin that advisory votes on executive compensation be held annually.
  • 6Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2017.
  • 7A quarterly cash dividend of $0.10 per share was declared, payable on June 20, 2017.

Frequently Asked Questions

Kimberly S. Maready was elected as the Company's Principal Accounting Officer, effective May 17, 2017. She will continue to serve in her existing role as Vice President – Accounting & Finance.

All nine nominated directors were elected by shareholders to serve one-year terms. The voting results indicate strong support for each nominee.

Yes, shareholders voted on the compensation of the Company's named executive officers on an advisory basis. The proposal was approved with approximately 75.5 million 'For' votes versus 1.48 million 'Against' votes. Additionally, shareholders recommended holding these advisory votes annually.

The company announced on May 17, 2017, that its Board of Directors declared a quarterly cash dividend of $0.10 per share of common stock. This dividend is payable on June 20, 2017, to shareholders of record as of June 6, 2017.