Roadrunner Transportation Systems (RRTS) 8-K Submission of Matters to a Vote of Security Holders

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