| 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) | |||
| 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
On December 17, 2012, Mark R. Holden resigned as a director of our company. On December 17, 2012, our Board of Directors elected John G. Kennedy, III to serve as a Class III director to fill the vacancy created by Mr. Holden's resignation. Mr. Kennedy has been appointed to serve on our Audit Committee and our Nominating/Corporate Governance Committee. There is no arrangement or understanding between Mr. Kennedy and any other person pursuant to which he was selected as a director, and there are no related party transactions with respect to Mr. Kennedy reportable under Item 404(a) of Regulation S-K. Mr. Kennedy will receive compensation for his service on our Board of Directors in accordance with our standard compensatory arrangement for non-employee directors. A description of the compensatory arrangement for non-employee directors is set forth under the heading “Director Compensation” in our Proxy Statement filed with the Securities and Exchange Commission on April 20, 2012. We issued a press release announcing the resignation of Mr. Holden and the election of Mr. Kennedy on December 17, 2012, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference. | ||
| 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 | Press Release dated December 17, 2012 | ||
| 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 17, 2012 | By: | /s/ Peter R. Armbruster | ||||
| Peter R. Armbruster | ||||||
| Chief Financial Officer | ||||||
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release dated December 17, 2012 | |
