8-K – 2026-05-21 – odfl-20260520.htm

8-K

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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): May 20, 2026
 
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)

(IRS Employer
Identification No.)

 

 

 

500 Old Dominion Way

 

 

Thomasville , North Carolina

 

27360

 (Address of Principal Executive Offices)

 
 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: ( 336 ) 889-5000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
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))

 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock ($0.10 par value)

 

ODFL

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.
Old Dominion Freight Line, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 20, 2026. 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 20, 2026, were voted upon by the Company’s shareholders at the Annual Meeting. The final voting results are reported below.
Proposal 1 – Election of Twelve Directors
Each of the following individuals were elected by the shareholders to serve as directors for one-year terms and until their respective 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

Sherry A. Aaholm

 

183,813,191

 

6,576,295

 

4,326,861

David S. Congdon

 

186,746,261

 

3,643,225

 

4,326,861

John R. Congdon, Jr.

 

187,908,844

 

2,480,642

 

4,326,861

Andrew S. Davis

 

187,252,135

 

3,137,351

 

4,326,861

Kevin M. Freeman

 

188,666,707

 

1,722,779

 

4,326,861

Bradley R. Gabosch

 

187,532,136

 

2,857,350

 

4,326,861

Greg C. Gantt

 

188,571,489

 

1,817,997

 

4,326,861

John D. Kasarda

 

175,247,822

 

15,141,664

 

4,326,861

Cheryl S. Miller

 

188,932,955

 

1,456,531

 

4,326,861

A. Randolph Smith, II

 

189,420,396

 

969,090

 

4,326,861

Wendy T. Stallings

 

187,255,529

 

3,133,957

 

4,326,861

Thomas A. Stith, III

 

187,188,613

 

3,200,873

 

4,326,861

 
Proposal 2 – Approval, on an Advisory Basis, of 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

184,208,910

 

6,104,470

 

76,106

 

4,326,861

 
Proposal 3 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved by the shareholders based on the following vote:
 

For

 

Against

 

Abstain

188,612,780

 

6,044,992

 

58,575

 
Item 8.01. Other Events.
On May 21, 2026, the Company issued a press release announcing that its Board of Directors had declared a quarterly cash dividend of $0.29 per share of common stock, payable on June 17, 2026, to shareholders of record at the close of business on June 3, 2026. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
 

Exhibit No.

 

Description

99.1

 

Press Release dated May 21, 2026

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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/ Clayton G. Brinker

Clayton G. Brinker

 

 

 

Vice President – Accounting and Finance

(Principal Accounting Officer)

 

 

Date: May 21, 2026