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OLD DOMINION FREIGHT LINE INC/VA FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 23, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

(a), (b) The 2014 Annual Meeting of Shareholders (the "Annual Meeting") of Old Dominion Freight Line, Inc. (the "Company") was held on May 22, 2014. The following matters, which are described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2014, were voted upon and approved by the Company's shareholders at the Annual Meeting.

Proposal 1 - Election of Eight Directors

Each of the following individuals were elected by the shareholders to serve as directors for one-year terms and until their respective successors have been elected and qualified or until their death, resignation, removal or disqualification or until there is a decrease in the number of directors, and received the number of votes set opposite their respective names:

Broker Nominee For Withheld Non-Votes Earl E. Congdon 76,095,243 5,239,804 1,897,596 David S. Congdon 78,510,152 2,824,895 1,897,596 J. Paul Breitbach 79,167,845 2,167,202 1,897,596 John R. Congdon, Jr. 76,402,968 4,932,079 1,897,596 Robert G. Culp, III 79,772,194 1,562,853 1,897,596 John D. Kasarda 80,015,759 1,319,288 1,897,596 Leo H. Suggs 80,043,938 1,291,109 1,897,596 D. Michael Wray 80,648,882 686,165 1,897,596



Proposal 2 - Approval, on an Advisory Basis, of the Compensation of our Named

Executive Officers



The compensation of the Company's named executive officers was approved, on an advisory basis, by the shareholders based on the following vote:

Broker For Against Abstain Non-Votes 78,814,363 2,377,069 143,615 1,897,596



Proposal 3 - Ratification of the Appointment of the Company's Independent

Registered Public Accounting Firm



The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014 was approved by the shareholders based on the following vote:

For Against Abstain 81,710,057 1,427,416 95,170



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Source: Edgar Glimpses


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