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EX-99.1 - EX-99.1 - Roadrunner Transportation Systems, Inc.rrts121217-bodpressrelease.htm


 
 
 
 
 
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
December 17, 2012
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.

 
 
 
 
 
On December 17, 2012, Mark R. Holden resigned as a director of our company.
On December 17, 2012, our Board of Directors elected John G. Kennedy, III to serve as a Class III director to fill the vacancy created by Mr. Holden's resignation. Mr. Kennedy has been appointed to serve on our Audit Committee and our Nominating/Corporate Governance Committee. There is no arrangement or understanding between Mr. Kennedy and any other person pursuant to which he was selected as a director, and there are no related party transactions with respect to Mr. Kennedy reportable under Item 404(a) of Regulation S-K. Mr. Kennedy will receive compensation for his service on our Board of Directors in accordance with our standard compensatory arrangement for non-employee directors. A description of the compensatory arrangement for non-employee directors is set forth under the heading “Director Compensation” in our Proxy Statement filed with the Securities and Exchange Commission on April 20, 2012.
We issued a press release announcing the resignation of Mr. Holden and the election of Mr. Kennedy on December 17, 2012, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 
 
 

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 December 17, 2012








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: December 17, 2012
 
 
 
By:
/s/ Peter R. Armbruster
 
 
 
 
 
Peter R. Armbruster
 
 
 
 
 
Chief Financial Officer










EXHIBIT INDEX
 
 
 
Exhibit
 
Number
Description
 
 
 
99.1
 
Press Release dated December 17, 2012