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
April 16, 2018
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.) | ||
| 1431 Opus Place, Suite 530 Downers Grove, Illinois | 60515 | |||
| (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
On April 16, 2018, each of Scott D. Rued, Judith A. Vijums, and Mark A. DiBlasi resigned as directors of our company.
On April 17, 2018, our board elected Michael L. Gettle, our President and Chief Operating Officer, to serve as a Class III director to fill one of the vacancies created by the resignations described above. There is no arrangement or understanding between Mr. Gettle and any other person pursuant to which he was selected as a director, and there are no related party transactions with respect to Mr. Gettle reportable under Item 404(a) of Regulation S-K. Mr. Gettle will not receive any compensation for his service on our board.
On April 19, 2018, we issued a press release announcing Mr. Gettle’s election to our board and the resignations described above. 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 | Press Release dated April 19, 2018 | |
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: April 19, 2018 | By: | /s/ Terence R. Rogers | ||||
| Terence R. Rogers | ||||||
| Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 99.1 | ||