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
August 19, 2015
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
(b) Departure of Directors or Certain Officers.
On August 19, 2015, Chad Utrup, a director of our company and Chairman of our Audit Committee, informed us that he was resigning as the Chairman of our Audit Committee, effective immediately, but that he will remain a director and member of our Audit Committee until September 30, 2015 in order to provide for a transition of his responsibilities (see (d) below). Mr. Utrup’s resignation as a director of our company will be effective September 30, 2015. Mr. Utrup’s resignation is solely for personal reasons and time considerations and did not involve any disagreement on any matter related to our operations, policies or practices.
(d) Election of Director.
On August 19, 2015, our Board of Directors increased its size from eight to nine members, and elected Brian Murray to serve as a Class I director to fill the vacancy created by such increase. Our Board also appointed Mr. Murray to serve on our Audit Committee as its Chairman. There is no arrangement or understanding between Mr. Murray and any other person pursuant to which he was selected as a director, and there are no related party transactions with respect to Mr. Murray reportable under Item 404(a) of Regulation S-K. Mr. Murray will receive compensation for his service on our Board and Audit Committee consistent with our current compensatory arrangement for non-employee directors, as described under the heading “Director Compensation” in our Proxy Statement filed with the Securities and Exchange Commission on April 7, 2015.
On August 19, 2015, we issued a press release announcing Mr. Murray’s election to our Board and Mr. Utrup’s resignation from our Board. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 5.02.
| 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 | “Roadrunner Transportation Systems Announces Addition of New Board Member” | |
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: August 19, 2015 | By: | /s/ Peter R. Armbruster | ||||
| Peter R. Armbruster | ||||||
| Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 99.1 | “Roadrunner Transportation Systems Announces Addition of New Board Member” | |