Attached files
| file | filename |
|---|---|
| EX-99.1 - EX 99.1 - Roadrunner Transportation Systems, Inc. | rrtsleadindependentdirecto.htm |
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
December 2, 2016
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 8.01. | Other Events. | |
On December 2, 2016, our Board of Directors established the position of Lead Independent Director, adopted a Lead Independent Director Charter, and appointed James D. Staley to serve as Lead Independent Director.
The adoption of the Lead Independent Director Charter and Mr. Staley’s appointment reflects our company’s commitment to good governance and to providing a strong voice for our independent directors. The position of Lead Independent Director is intended to create a liaison between the independent directors and management. The Lead Independent Director’s primary authority and responsibilities will include presiding at executive sessions of the independent directors, presiding at meetings in the absence of our chairman, and serving as a liaison to facilitate communications between the other members of our Board of Directors, our chairman and management.
Mr. Staley has served as a director of our company since October 2010. He currently serves on the compensation committee and the nominating/corporate governance committee (as chairman) of our Board. The Board believes that Mr. Staley has relevant experience to serve as the Lead Independent Director. From 2004 to 2007, Mr. Staley served in various capacities for YRC Worldwide, Inc. (NASDAQ: YRCW) and its subsidiaries, one of the world's largest transportation services providers, including as President and Chief Executive Officer of Roadway Group and YRC Regional Transportation. Prior to that, Mr. Staley served for over 30 years in various capacities for Roadway Express, including President and Chief Operating Officer. Mr. Staley currently serves on the board of directors and audit, compensation and nominating and corporate governance committees of Douglas Dynamics, Inc. (NYSE: PLOW), a designer, manufacturer, and seller of snow and ice control equipment for light trucks.
A copy of the Lead Independent Director Charter is furnished under Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits. | |
(a) | Financial Statements of Business Acquired. | |
Not applicable. | ||
(b) | Pro Forma Financial Information. | |
Not applicable. | ||
(c) | Shell Company Transactions. | |
Not applicable. | ||
(d) | Exhibits. | |
Exhibit | ||
Number | ||
99.1 | Lead Independent Director Charter | |
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: December 5, 2016 | By: | /s/ Peter R. Armbruster | ||||
Peter R. Armbruster | ||||||
Chief Financial Officer | ||||||
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
99.1 | Lead Independent Director Charter | |