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

Old Dominion Freight Line, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting") on May 18, 2022. 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 18, 2022, were voted upon by the Company's shareholders at the Annual Meeting. The final voting results are reported below.

Proposal 1 - Election of Eleven 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:



      Nominee                For            Withheld       Broker Non-Votes
Sherry A. Aaholm            99,456,525         3,693,127         2,403,748
David S. Congdon            99,241,185         3,908,467         2,403,748
John R. Congdon, Jr.       100,119,262         3,030,390         2,403,748
Bradley R. Gabosch          98,786,546         4,363,106         2,403,748
Greg C. Gantt              101,929,215         1,220,437         2,403,748
Patrick D. Hanley          101,927,384         1,222,268         2,403,748
John D. Kasarda             93,762,016         9,387,636         2,403,748
Wendy T. Stallings         102,505,822          643,830          2,403,748
Thomas A. Stith, III        99,453,152         3,696,500         2,403,748
Leo H. Suggs                93,000,449        10,149,203         2,403,748
D. Michael Wray             99,219,205         3,930,447         2,403,748

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:



   For        Against    Abstain   Broker Non-Votes
97,948,734   5,022,456   178,462      2,403,748

Proposal 3 - Ratification of the Appointment of our 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, 2022 was approved by the shareholders based on the following vote:



    For        Against    Abstain
101,753,363   3,775,173   24,864

Item 8.01. Other Events.

On May 19, 2022, the Company issued a press release announcing that its Board of Directors had declared a quarterly cash dividend of $0.30 per share of common stock, payable on June 15, 2022, to shareholders of record at the close of business on June 1, 2022. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

 Exhibit No.                               Description
99.1              Press Release dated May 19, 2022
104             Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses