ODFL 10-K Annual Report Dec. 31, 2023 | Alphaminr
OLD DOMINION FREIGHT LINE, INC.
ALPHAMINR

ODFL 10-K Fiscal year ended Dec. 31, 2023

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OLD DOMINION FREIGHT LINE, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1B. UnresolvItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 3. LegalItem 4. Mine Safety DisclosuresItem 4. Mine SafPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related StoItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualitatItem 8. Financial Statements and Supplementary DataItem 8. Financial StatemenNote 1. Significant Accounting PoliciesNote 2. Long-term DebtNote 3. LeasesNote 4. Income TaxesNote 5. Related Party TransactionsNote 6. Employee Benefit PlansNote 7. Earnings Per ShareNote 8. Share-based CompensationNote 9. Fair Value MeasurementsNote 10. Commitments and ContingenciesNote 11. Subsequent EventItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with AccoItem 9A. Controls and ProceduresItem 9A. ControlsItem 9B. Other InformationItem 9B. OtherItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 9C. Disclosure Regarding ForeignPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive OfItem 11. Executive CompensationItem 11. ExecutiItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial OwItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelatedItem 14. Principal Accounting Fees and ServicesItem 14. Principal AccouPart IVItem 15. Exhibits, Financial Statement SchedulesItem 15. Exhibits, FinanItem 16. Form 10-k SummaryItem 16. Form

Exhibits

3.1.1 Amended and Restated Articles of Incorporation of Old Dominion Freight Line, Inc. (as amended July 30, 2004) (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004) 3.1.2 Articles of Amendment of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012) 3.1.3 Articles of Amendment of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed on August 6, 2020) 3.2 Amended and Restated Bylaws of Old Dominion Freight Line, Inc. (as amended through October 19, 2022) (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on October 20, 2022) 4.1 Specimen certificate of Common Stock (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023) 4.14 Second Amended and Restated Credit Agreement, dated November 21, 2019, among Old Dominion Freight Line, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders named therein (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on November 21, 2019) 4.15 Description of Common Stock (Incorporated by reference to the exhibit of the same number contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022) 4.16 Note Purchase and Private Shelf Agreement among Old Dominion Freight Line, Inc., PGIM, Inc. and certain affiliates and managed accounts of PGIM, Inc., as purchasers, dated as of May 4, 2020 (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed on May 5, 2020) 4.17 First Amendment to Note Purchase and Private Shelf Agreement, dated March 22, 2023, by and among Old Dominion Freight Line, Inc., PGIM, Inc. and the other holders of the Notes (as defined therein) (Incorporated by reference to the exhibit of the same number contained in the Company's Current Report on Form 8-K filed on March 23, 2023) 4.18 Third Amended and Restated Credit Agreement, dated March 22, 2023, among Old Dominion Freight Line, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders named therein (Incorporated by reference to the exhibit of the same number contained in the Company's Current Report on Form 8-K filed on March 23, 2023) 10.17.15* Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on November 5, 2012) 10.17.16* Form of Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on November 5, 2012) 10.17.20* First Amendment to the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015) 10.18.4* Form of Old Dominion Freight Line, Inc. Director Phantom Stock Plan Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 8, 2008) 10.18.7* Old Dominion Freight Line, Inc. Director Phantom Stock Plan, as amended through April 1, 2011 (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 9, 2011) 10.18.9* 2014 Declaration of Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective February 20, 2014 (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 6, 2014) 10.18.12* Old Dominion Freight Line, Inc. Director Phantom Stock Plan (As Amended and Restated Through December 16, 2019) (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020) 10.18.13* Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Award Agreement (under the Old Dominion Freight Line, Inc. Director Phantom Stock Plan (As Amended and Restated Through December 16, 2019)) (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020) 10.18(16)* Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure, effective as of the 2024 Annual Meeting of Shareholders 10.19.1* Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 16, 2005 (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on May 20, 2005) 10.19.3* Form of Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on February 21, 2006) 10.19.4* Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of January 1, 2009 (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009) 10.19.6* Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 18, 2009 (Incorporated by reference to Exhibit 10.19.4 contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed on August 7, 2009) 10.19.7* 2011 Declaration of Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 17, 2011 (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 8, 2011) 10.19.8* Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on July 5, 2012) 10.19.9* 2014 Declaration of Second Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective as of August 7, 2014 (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014) 10.19.10* 2015 Declaration of Amendment to the Old Dominion Freight Line, Inc. Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015) 10.19.11* 2016 Declaration of Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective as of February 25, 2016 (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016) 10.19.12* Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives (As Amended and Restated Effective October 31, 2018) (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on November 1, 2018) 10.19.13* Old Dominion Freight Line, Inc. Phantom Stock Plan (As Amended and Restated Through December 16, 2019) (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on December 19, 2019) 10.19.14* Amendment to Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (under the Old Dominion Freight Line, Inc. Phantom Stock Plan (As Amended and Restated Through December 16, 2019)) (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on December 19, 2019) 10.19.15* Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (As Amended and Restated Through December 16, 2019) (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on December 19, 2019) 10.19.16* Amendment to Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (under the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (As Amended and Restated Through December 16, 2019)) (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on December 19, 2019) 10.20.1* 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc., effective January 1, 2006 (as restated and effective January 1, 2009) (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 1, 2010) 10.20.2* Form of Annual Salary and Bonus Deduction Agreement (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K filed on February 21, 2006) 10.20.3* Second Amendment to 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc., as amended, effective November 10, 2011 (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012) 10.20.4* Third Amendment to the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015) 10.20.5* Fourth Amendment to the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed on August 3, 2022) 10.21* Old Dominion Freight Line, Inc. Performance Incentive Plan (Incorporated by reference to the exhibit of the same number contained in the Companys Current Report on Form 8-K, filed on June 3, 2008) 10.21.1* Old Dominion Freight Line, Inc. Performance Incentive Plan (As Amended and Restated Through January 30, 2019) (Incorporated by reference to the exhibit of the same number contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 27, 2019) 10.23* Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (Incorporated by reference to Exhibit 99 contained in the Companys Registration Statement on Form S-8 (File No. 333-211464), filed on May 19, 2016) 10.23.2* Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Non-Employee Directors) (Incorporated by reference to the exhibit of the same number contained in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 8, 2016) 10.23.4* Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Employees) (Incorporated by reference to the exhibit of the same number contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022) 10.23.5* Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (Employees) (Incorporated by reference to the exhibit of the same number contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022) 23.1 Consent of Ernst & Young LLP 31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Old Dominion Freight Line, Inc. Clawback Policy (as updated October 18, 2023)