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 18, 2016
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 18, 2016, we held our annual meeting of stockholders (the “Annual Meeting”) to consider and vote upon the following proposals: (1) the election of three Class III directors, each to serve for a three-year term expiring at our 2019 annual meeting of stockholders; and (2) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2016.
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 6, 2016.
| Proposal 1: | Election of Directors |
The director nominees listed below were elected as the three Class III directors to serve for a three-year term expiring at our 2019 annual meeting of stockholders based on the following vote:
| Name | For | Withheld | Broker Non-Votes | |||
| Scott D. Rued | 30,079,139 | 2,281,734 | 1,717,560 | |||
| Mark A. DiBlasi | 30,687,138 | 1,673,735 | 1,717,560 | |||
| John G. Kennedy, III | 30,945,306 | 1,415,567 | 1,717,560 | |||
| Proposal 2: | 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, 2016 based on the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 33,800,222 | 259,260 | 18,951 | — | |||
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 21, 2016 | By: | /s/ Peter R. Armbruster | ||||
| Peter R. Armbruster | ||||||
| Chief Financial Officer | ||||||