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 14, 2014
Date of report (Date of earliest event reported)
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 001-34734 | 20-2454942 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
4900 S. PENNSYLVANIA AVE. CUDAHY, WISCONSIN | 53110 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
(414) 615-1500
(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 (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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. | |||||||||
On May 14, 2014, we held our annual meeting of stockholders (the “Annual Meeting”) to consider and vote upon the following proposals: (1) the election of two Class I directors, each to serve for a three-year term expiring at our 2017 annual meeting of stockholders; (2) the approval, on an advisory basis, of the compensation of our named executive officers; (3) the re-approval of our 2010 Incentive Compensation Plan; and (4) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2014. | ||||||||||
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. For more information on the following proposals, see our definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2014. | ||||||||||
Proposal 1: | Election of Directors | |||||||||
The director nominees listed below were elected as the two Class I directors to serve for a three-year term expiring at our 2017 annual meeting of stockholders based on the following vote: | ||||||||||
Name | For | Withheld | Broker Non-Votes | |||||||
Christopher L. Doerr | 17,841,073 | 17,340,639 | 1,224,718 | |||||||
James D. Staley | 30,332,371 | 4,849,341 | 1,224,718 | |||||||
Proposal 2: | Advisory Vote Approving Named Executive Officer Compensation | |||||||||
The compensation of our named executive officers was approved on an advisory basis based on the following vote: | ||||||||||
For | Against | Abstain | Broker Non-Votes | |||||||
33,653,125 | 1,220,981 | 307,606 | 1,224,718 | |||||||
Proposal 3: | Re-Approval of the 2010 Incentive Compensation Plan | |||||||||
The 2010 Incentive Compensation Plan was re-approved based on the following vote: | ||||||||||
For | Against | Abstain | Broker Non-Votes | |||||||
30,505,984 | 4,369,995 | 305,733 | 1,224,718 | |||||||
Proposal 4: | Ratification of the Appointment of Independent Registered Public Accounting Firm | |||||||||
Deloitte & Touche LLP was ratified as our independent registered public accounting firm for our fiscal year ending December 31, 2014 based on the following vote: | ||||||||||
For | Against | Abstain | Broker Non-Votes | |||||||
35,343,700 | 758,750 | 303,980 | — | |||||||
SIGNATURES
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. | ||
ROADRUNNER TRANSPORTATION SYSTEMS, INC. | ||||||
Date: May 15, 2014 | By: | /s/ Peter R. Armbruster | ||||
Peter R. Armbruster | ||||||
Chief Financial Officer | ||||||