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 13, 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 5.07.
Submission of Matters to a Vote of Security Holders.
 
 
 
 
 
 
 
 
 
 
 
 
 
On May 13, 2015, we held our annual meeting of stockholders (the “Annual Meeting”) to consider and vote upon the following proposals: (1) the election of three Class II directors, each to serve for a three-year term expiring at our 2018 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, 2015.


 
 
 
 
 
 
 
 
 
 
 
 
 
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 7, 2015.
 
 
 
 
 
 
 
 
 
 
 
 
 
Proposal 1:
 
Election of Directors
 
 
 
 
 
 
 
 
 
 
 
 
 
The director nominees listed below were elected as the three Class II directors to serve for a three-year term expiring at our 2018 annual meeting of stockholders based on the following vote:
 
 
 
 
Name
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
William S. Urkiel

 
34,944,085
 
1,336,529
 
826,384
 
 
 
 
Chad M. Utrup

 
35,164,620
 
1,115,994
 
826,384
 
 
 
 
Judith A. Vijums

 
33,559,348
 
2,721,266
 
826,384
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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, 2015 based on the following vote:

 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
36,421,219
 
398,599
 
287,180
 







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 18, 2015
 
 
 
By:
/s/ Peter R. Armbruster
 
 
 
 
 
Peter R. Armbruster
 
 
 
 
 
Chief Financial Officer