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 17, 2011
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
(Exact name of registrant as specified in its 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) |
Registrant’s telephone number, including area code:(414) 615-1500
| (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:
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))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
We held our 2011 annual meeting of stockholders on May 17, 2011. The final results of the voting for the four items submitted to stockholders at the annual meeting are set forth below. Each of the items below is more fully described in our definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2011.
Item 1 - Election of Directors
Each of the following nominees for director were elected to serve a three-year term expiring at our 2014 annual meeting of stockholders based on the following vote:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Christopher L. Doerr | 28,379,372 | 131,193 | 547,269 | |||||||||
| Ivor J. Evans | 27,947,420 | 563,145 | 547,269 | |||||||||
| James D. Staley | 28,379,372 | 131,193 | 547,269 | |||||||||
Item 2 - Advisory Vote on Compensation of Executive Officers
The compensation of our executive officers was approved on an advisory basis based on the following vote:
| Votes For: | 28,496,817 | |||
| Votes Against: | 13,748 | |||
| Abstain: | 0 | |||
| Broker Non-Votes: | 547,269 |
| Item 3 | - Advisory Vote on Frequency of Future Stockholder Advisory Votes on Compensation of Executive Officers |
Stockholders recommended that the advisory vote on the compensation of our executive officers be held every three years based on the following vote:
| One Year: | 5,161,473 | |||
| Two Years: | 539,422 | |||
| Three Years: | 22,805,438 | |||
| Abstain: | 4,232 | |||
| Broker Non-Votes: | 0 |
A majority of the votes cast by stockholders was in line with the recommendation of our board of directors to hold an advisory vote on the compensation of our executive officers every three years. We will include an advisory vote on the compensation of executive officers in our proxy materials every three years until the next required advisory vote on the frequency of future advisory votes on the compensation of our executive officers, which will occur no later than our 2017 annual meeting of stockholders.
Item 4 - Ratification of Selection of Independent Registered Public Accounting Firm
Deloitte & Touche LLP was ratified as our independent registered public accounting firm for the fiscal year ending December 31, 2011 based on the following vote:
| Votes For: | 29,053,144 | |||
| Votes Against: | 4,690 | |||
| Abstain: | 0 | |||
| Broker Non-Votes: | 0 |
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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 23, 2011 | By: | /s/ Peter R. Armbruster | ||
| Peter R. Armbruster Chief Financial Officer | ||||
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