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) April 28, 2005
OVERNITE CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| Virginia | | 000-24573 | | 04-3770212 |
(State or other jurisdiction of Incorporation) | | (Commission File No. ) | | (I.R.S. Employer Identification Number) |
| | |
| 1000 Semmes Avenue, Richmond, Virginia | | 23224 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (804) 231-8000
Check the appropriate box below if the Form 8-K 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)) |
Item 1.01. Entry into a Material Definitive Agreement.
Base Salaries
On April 27, 2005, the Executive Compensation Committee of the Registrant’s Board of Directors approved base salaries, effective July 1, 2005, for the following executive officers, in the amounts indicated below:
| | |
Name
| | Base Salary Amount
|
Patrick D. Hanley | | $ 316,350 |
John W. Fain | | $ 254,100 |
Item 8.01. Other Events.
On April 28, 2005, at the annual shareholders meeting of the Registrant, the shareholders (i) elected Thomas N. Allen, Thomas J. Donohue, Jr., Charles H. Foster, Jr., Patrick D. Hanley, Michael D. Jordan, Harold D. Marshall, George J. Matkov, Jr. and Leo H. Suggs as Directors to serve for the ensuing year, and (ii) ratified the appointment of Deloitte & Touche LLP as the Registrant’s independent registered public accounting firm for calendar year 2005.
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.
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| | | OVERNITE CORPORATION |
| | |
| May 2, 2005 | | | | |
| | |
| | | By: | | /s/ Mark B. Goodwin
|
| | | Name: | | Mark B. Goodwin |
| | | Title: | | Senior Vice President, General Counsel and Secretary |
