<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
OLD DOMINION FREIGHT LINE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
OLD DOMINION FREIGHT LINE, INC.
Executive Offices: 1730 Westchester Drive
High Point, North Carolina 27262
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 24, 2000
The Annual Meeting of Stockholders of Old Dominion Freight Line, Inc.,
will be held Monday, April 24, 2000, at 10:00 A.M., in the fourth floor
conference room of the Company's executive offices, 1730 Westchester Drive, High
Point, North Carolina, for the following purposes:
1. To elect a board of seven directors of the Company.
2. To transact such other business as may be brought before the
meeting.
Stockholders of record at the close of business on March 3, 2000, are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
/s/ Joel B. McCarty, Jr.
Joel B. McCarty, Jr.
Secretary
High Point, North Carolina
March 31, 2000
If you do not intend to be present at the meeting,
please sign, date and return the accompanying proxy
promptly so that your shares of Common Stock may be
represented and voted at the meeting. A return
envelope is enclosed for your convenience.
<PAGE>
OLD DOMINION FREIGHT LINE, INC.
Executive Offices: 1730 Westchester Drive
High Point, North Carolina 27262
---------------
PROXY STATEMENT
---------------
This Proxy Statement is being sent to stockholders on or about April 5,
2000, in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders of Old Dominion Freight Line, Inc. (the "Company"), to
be held on Monday, April 24, 2000, and at any adjournment thereof.
ELECTION OF DIRECTORS
The Bylaws provide that the number of directors shall be not less than
five nor more than nine. The Board of Directors has determined that the number
of directors should be seven in 2000. The number of directors, within the
maximum and minimum, is to be determined at each Annual Meeting by resolution
adopted by the shareholders or, in the absence of such resolution, the number of
directors elected at the meeting shall constitute the number of directors of the
Company. The Board has nominated the following seven individuals to serve as
directors until the next Annual Meeting and until their successors shall have
been elected and shall qualify. Unless authority is withheld, it is intended
that Proxies received in response to this solicitation will be voted in favor of
the following seven nominees:
<TABLE>
<CAPTION>
Amount and Nature of Beneficial
Ownership of the Company's Common
Stock as of March 3, 2000
--------------------------------------------------------
Voting and
Investment Power (1) In all Capacities
-------------------- -----------------------
Name, Age, Principal Percent of
Occupation and Other Positions Director Total Common
and Offices with the Company Since Sole Shared Shares Stock
- ------------------------------ -------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
Earl E. Congdon, 69 (2)(3)(4) 1952 See "Principal Stockholders".
Chairman of the Board of Directors and
Chief Executive Officer of the Company
John R. Congdon, 67(2)(3)(4) Vice
Chairman of the Board of Directors of the 1955 See "Principal Stockholders".
Company;
Chairman of Old Dominion Truck Leasing,
Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of Beneficial
Ownership of the Company's Common
Stock as of March 3, 2000
--------------------------------------------------------
Voting and
Investment Power (1) In all Capacities
-------------------- -----------------------
Name, Age, Principal Percent of
Occupation and Other Positions Director Total Common
and Offices with the Company Since Sole Shared Shares Stock
- ------------------------------ -------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
John A. Ebeling, 62 (2) 1985 34,512(6) -- 34,512(6) Less than 1%
Retired (former Vice Chairman of
the Board of Directors,
President and Chief Operating
Officer of the Company)
Harold G. Hoak, 70 (4)(5) 1991 1,000 -- 1,000 Less than 1%
Retired (former Regional Vice
President of Wachovia Bank of North
Carolina, N.A.)
Franz F. Holscher, 78 (3)(4)(5) 1991 1,000 -- 1,000 Less than 1%
Retired (former Chairman of
Thurston Motor Lines, Inc.)
David S. Congdon, 43 1998 See "Principal Stockholders".
President and Chief Operating
Officer of the Company
John R. Congdon, Jr., 43 1998 See "Principal Stockholders".
Vice Chairman of Old Dominion Truck
Leasing, Inc.
</TABLE>
- --------------
(1) Except as otherwise indicated, each director has sole voting and sole
investment power with respect to the shares beneficially owned by such
director.
(2) Member of Executive Committee.
(3) Member of Compensation Committee.
(4) Member of Stock Option Plan Committee.
(5) Member of Audit Committee.
(6) Includes 18,000 shares obtainable upon exercise of stock options
exercisable within 60 days.
Earl E. Congdon has been employed by the Company since 1950 and has
served as Chairman of the Board and Chief Executive Officer since 1985 and as a
director since 1952. He is a son of E. E. Congdon, one of the founders of Old
Dominion.
-2-
<PAGE>
John R. Congdon has been employed by the Company since 1953 and has
served as Vice Chairman of the Board since 1985 and as a director since 1955. He
is also the Chairman of Old Dominion Truck Leasing, Inc., a North Carolina
corporation that is engaged in full service leasing of tractors, trailers and
other equipment, to which he devotes more than half of his time. He is a son of
E. E. Congdon, one of the founders of Old Dominion, and the brother of Earl E.
Congdon.
John A. Ebeling has been a director since August 1985. He formerly
served as Vice Chairman from May 1997 to May 1999 and as President and Chief
Operating Officer from August 1985 to May 1997. Mr. Ebeling was previously
employed by ANR Freight Systems from 1978 to 1985, holding the positions of
Chairman and Chief Executive Officer.
Harold G. Hoak was elected a director in August 1991. Now retired, he
serves on the Board of Directors of the Charlotte Merchants Foundation, Inc. He
was President and General Manager of the Charlotte Merchants Association, Inc.,
from 1989 to 1994. Mr. Hoak was formerly employed by Wachovia Bank of North
Carolina, N.A., from 1956 to 1989 and served as Regional Vice President for the
Southern Region from 1976 to 1989.
Franz F. Holscher was elected a director in August 1991. He served in a
number of executive positions from 1970 to 1987 with Thurston Motor Lines and
was Chairman of the Board of Directors from July 1984 through December 1987,
when he retired. Mr. Holscher has been active in a number of organizations and
associations within the trucking industry.
David S. Congdon was elected a director in 1998. He has been employed
by the Company since 1978 and, since May 1997, has served as President and Chief
Operating Officer. He has held various positions in the Company including Vice
President - Quality and Field Services, Vice President - Quality, Vice
President - Transportation, President - Dominion Furniture Express (a former
division of Old Dominion that specialized in furniture transportation) and he
has held other positions in operations and engineering. He is the son of Earl
E. Congdon.
John R. Congdon, Jr. was elected a director in 1998. He currently
serves as Vice Chairman of the Board of Directors of Old Dominion Truck Leasing,
Inc. (a company owned by Earl E. Congdon, John R. Congdon and members of the
Congdon family), where he has been employed since May 1979. He is the son of
John R. Congdon.
-3-
<PAGE>
PRINCIPAL STOCKHOLDERS
As of March 3, 2000, or such other date as indicated in the footnotes
to the table, to the knowledge of management, the only persons beneficially
owning more than five percent (5%) of the Company's Common Stock, its only class
of voting security, are as follows:
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owner Number of Shares (1) Percent
---------------------------- ---------------- -------
<S> <C> <C>
David S. Congdon 1,405,583 (2)(6) 16.9%
1730 Westchester Drive
High Point, NC 27262
Old Dominion Truck Leasing, Inc. 1,095,876 (3) 13.2%
7511 Whitepine Road
Richmond, VA 23237
Earl E. Congdon 962,989 (4)(6) 11.6%
20 Harborage Isle
Fort Lauderdale, FL 33316
John R. Congdon 959,033 (5)(6) 11.5%
7511 Whitepine Road
Richmond, VA 23237
Fidelity Management & Research 831,200 (7) 9.9%
Company
82 Devonshire Street
Boston, MA 02109
Dimensional Fund Advisors Inc. 611,900 (8) 7.4%
1299 Ocean Avenue, 11/th/ Floor
Santa Monica, CA 90401
Audrey L. Congdon 497,038 (9) 6.0%
1730 Westchester Drive
High Point, NC 27262
John R. Congdon, Jr. 468,545 (10) 5.6%
9800 Drouin Drive
Richmond, VA 23233
Karen C. Vanstory 465,420 (11) 5.6%
5412 Horse Trail Road
Summerfield, NC 27358
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owner Number of Shares (1) Percent
---------------------------- ---------------- -------
<S> <C> <C>
Susan C. Terry 457,326 (12) 5.5%
10801 North Bank Road
Richmond, VA 23233
Jeffrey W. Congdon 424,468 (13) 5.1%
643 Walsing Drive
Richmond, VA 23229
All Executive Officers and 4,499,144(14) 53.6%
Directors of the Company as
a Group (10 persons)
</TABLE>
- ----------------
(1) Except as described below, each person or group identified possesses sole
voting and investment power with respect to the shares shown opposite the
name of such person or group.
(2) Includes 1,764 shares owned of record by the named stockholder, 3,791
shares owned in the Company's 401(k) plan, 14,800 shares obtainable upon
exercise of stock options exercisable within 60 days, 281,651 shares held
as trustee of a revocable trust, 106,269 shares held as trustee or
custodian for minor children of the stockholder, 818,322 shares through
shared voting and investment rights as trustee under the Earl E. Congdon
Intangible Trust, 103,000 shares through shared voting and investment
rights as trustee under the Kathryn W. Congdon Intangible Trust, 68,986
shares through shared voting and investment rights by David S. Congdon's
wife as trustee of an irrevocable trust and 7,000 shares owned by Mr.
Congdon's wife.
(3) The voting stock of Old Dominion Truck Leasing, Inc. ("Leasing"), is owned
by the Earl E. Congdon Intangibles Trust, David S. Congdon, Trustee
(38.2%), John R. Congdon Revocable Trust (38.2%) and members of Earl E.
Congdon's and John R. Congdon's respective families (23.6%). John R.
Congdon is Chairman of the Board of Leasing and Earl E. Congdon is Vice
Chairman of the Board. The Company's Common Stock owned by Leasing will be
voted as directed by Earl E. Congdon and John R. Congdon or, in the event
of disagreement, one-half of the shares will be voted as directed by Earl
E. Congdon or his personal representative, attorney-in-fact or executor and
one-half will be voted as directed by John R. Congdon or his personal
representative, attorney-in-fact or executor. Any future sales or other
disposition of such shares and the disposition of the proceeds of any sales
will be determined by the Board of Directors of Leasing.
(4) Includes 818,322 shares through shared voting and investment rights as
grantor of the Earl E. Congdon Intangible Trust, 41,667 shares through
shared voting and investment rights as grantor of the Earl E. Congdon
Family Trust and 103,000 shares owned beneficially by Earl E. Congdon's
wife's through shared voting and investment rights under the Kathryn W.
Congdon Intangible Trust with respect to which Earl E. Congdon disclaims
beneficial ownership.
-5-
<PAGE>
(5) Includes 915,634 shares held as trustee of a revocable trust, 41,667 shares
through shared voting and investment rights as trustee of the Earl E.
Congdon Family Trust and 1,732 shares owned by John R. Congdon's wife as
trustee of a revocable trust for which John R. Congdon disclaims beneficial
ownership.
(6) Does not include any of the shares owned by Old Dominion Truck Leasing,
Inc.
(7) Based on information obtained from a Schedule 13G, dated February 14, 2000,
filed with the Securities and Exchange Commission (the "SEC"), Fidelity
Management & Research Company ("Fidelity"), a wholly-owned subsidiary of
FMR Corp. and an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of 831,200 shares
of common stock outstanding as a result of acting as investment adviser to
various investment companies registered under Section 8 of the Investment
Company Act of 1940.
(8) Based on information obtained from a Schedule 13G filed February 3, 2000,
with the SEC, Dimensional Fund Advisors Inc. ("Dimensional"), an investment
advisor registered under Section 203 of the Investment Advisors Act of
1940, is deemed to have beneficial ownership of 611,900 shares of the
Company's stock as of December 31, 1999. Dimensional furnishes investment
advice to four investment companies registered under the Investment Company
Act of 1940 and serves as investment manager to certain other commingled
group trusts and separate accounts. These investment companies, trusts and
accounts are the "Funds". In its role as investment adviser or manager,
Dimensional possesses voting and/or investment power over the securities of
the Old Dominion shares that are owned by the Funds. All securities
reported in the 13G are owned by the Funds. Dimensional disclaims
beneficial ownership of such securities.
(9) Includes 1,764 shares owned of record by the named stockholder, 304,200
shares held as trustee of a revocable trust, 70,846 shares held as trustee
or custodian for minor children of the stockholder, 56,941 shares through
shared voting rights as trustee under the Karen C. Vanstory Irrevocable
Trust, 39,947 shares held by Audrey L. Congdon's husband as trustee of an
irrevocable trust, 15,800 shares obtainable upon exercise of Audrey L.
Condgon's husband's stock options exercisable within 60 days and 7,540
shares owned by Audrey L. Congdon's husband.
(10) Includes 296,522 shares held as trustee of a revocable trust and 172,023
shares held as trustee or custodian for the benefit of the stockholder's
minor children.
(11) Includes 2,714 shares owned of record by the named stockholder, 299,496
shares held as trustee of a revocable trust, 56,941 shares through shared
voting and investment rights as grantor of an irrevocable trust and 106,269
shares held as trustee or custodian for minor children of the stockholder.
(12) Includes 282,924 shares held as trustee of a revocable trust and 174,402
shares held as trustee or custodian for the benefit of the stockholder's
minor children.
-6-
<PAGE>
(13) Includes 308,152 shares held as trustee of a revocable trust and 116,316
shares held as trustee or custodian for the benefit of the stockholder's
minor children.
(14) Includes shares owned by Old Dominion Truck Leasing, Inc.
Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires certain of
the Company's officers and its directors and persons who own more than 10% of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the SEC. Such officers, directors and stockholders
are required by the SEC regulations to furnish the Company with copies of all
such reports that they file.
Based solely on a review of copies of reports filed with the SEC since
January 1, 1999, and of representations by certain officers and directors, all
persons subject to the reporting requirements of Section 16(a) filed the reports
required to be filed in 1999 on a timely basis.
-7-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides a three-year overview of the cash
compensation paid to the five most highly compensated executive
officers of the Company:
<TABLE>
<CAPTION>
==================================================================================================================================
Long-Term Compensation
- ----------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards
- ----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (f) (g) (i)
Restricted Stock Securities All Other
Salary Bonus(1) Award(s) Underlying Compensation
Name and Principal Position Year ($) ($) ($) Options (#) ($)(2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Earl E. Congdon 1999 $289,200 $466,707 0 0 $14,117/(3)/
Chairman of the Board and Chief Executive Officer
------------------------------------------------------------------------------
1998 $289,400 $356,344 0 0 $16,573
------------------------------------------------------------------------------
1997 $276,600 $336,039 0 0 $12,498
- ----------------------------------------------------------------------------------------------------------------------------------
David S. Congdon 1999 $186,000 $291,691 0 0 $ 2,749/(3)/
President and Chief Operating Officer
------------------------------------------------------------------------------
1998 $170,800 $202,663 0 0 $ 2,545
------------------------------------------------------------------------------
1997 $131,215 $ 91,726 0 0 $ 2,486
- ----------------------------------------------------------------------------------------------------------------------------------
John B. Yowell 1999 $140,000 $116,677 0 0 $ 2,872/(3)/
Executive Vice President
------------------------------------------------------------------------------
1998 $135,700 $ 89,086 0 0 $ 2,460
------------------------------------------------------------------------------
1997 $122,020 $ 79,467 0 0 $ 2,529
- ----------------------------------------------------------------------------------------------------------------------------------
J. Wes Frye 1999 $136,060 $ 93,341 0 0 $ 1,921/(3)/
Treasurer, Chief Financial Officer and Assistant
Secretary
------------------------------------------------------------------------------
1998 $127,255 $ 71,269 0 $ 3,460
------------------------------------------------------------------------------
1997 $116,975 $ 67,208 0 0 $ 5,358
- ----------------------------------------------------------------------------------------------------------------------------------
Joel B. McCarty, Jr. 1999 $115,460 $ 93,341 0 0 $ 4,549/(3)/
Senior Vice President, Secretary, General Counsel
------------------------------------------------------------------------------
1998 $112,960 $ 84,246 0 0 $ 4,509
------------------------------------------------------------------------------
1997 $105,494 $ 54,231 0 0 $ 5,318
==================================================================================================================================
</TABLE>
-8-
<PAGE>
(1) Pursuant to an executive profit-sharing bonus program, the Company pays
incentive cash bonuses to certain executive officers based upon the
Company's income before taxes during the fiscal year.
(2) Includes pretax contributions by the Company to the Old Dominion 401(k)
retirement plan, personal use of Company cars, excess premiums paid on
group life insurance and the compensation element of premiums paid on
split-dollar life insurance policies. The Company is a party to certain
split-dollar life insurance agreements with certain members of the families
of Earl E. Congdon and John R. Congdon pursuant to which the Company pays a
portion of the premiums on life insurance policies insuring their lives in
the aggregate face amounts of $16,886,454 and $16,660,160, respectively.
The total benefits currently payable to the Company under the policies upon
the death of Earl E. Congdon and John R. Congdon are $1,833,070 and
$3,279,182, respectively. The Company's interest in the death benefit and
cash surrender value of each policy is determined by reference to the
amount of gross premiums paid by the Company, which in 1999, 1998 and 1997
were $390,648, $392,848 and $452,162, respectively.
(3) Allocation of 1999 All Other Compensation:
<TABLE>
<CAPTION>
401(k) Split-Dollar Personal Use of Excess Life
Name Contribution Life Insurance Company Car Insurance Premiums
---- ------------ -------------- --------------- ------------------
<S> <C> <C> <C> <C>
Earl E. Congdon $ 3,470 $ 8,192 $ 1,195 $ 1,260
David S. Congdon 2,232 - 415 102
John B. Yowell 1,680 - 1,018 174
J. Wes Frye 1,633 - - 288
Joel B. McCarty, Jr. 1,386 - 2,461 702
</TABLE>
Stock Options
The Company's Board of Directors and stockholders have approved and
adopted the 1991 Employee Stock Option Plan of Old Dominion Freight Line, Inc.
(the "Option Plan"), for the benefit of key employees. The Option Plan covers
250,000 shares of the Company's Common Stock. The Option Plan provides for the
granting of stock options that qualify as incentive stock options pursuant to
Section 422 of the Internal Revenue Code as well as nonqualified options. The
granting of an incentive stock option or, in general, its exercise, will not
result at the time of grant or exercise in taxable income to the recipient, with
certain exceptions. The grant of a nonqualified stock option will not result in
taxable income to the recipient. The exercise of a nonqualified stock option
will result in compensation income equal to the difference between the option
price and the fair market value of the stock acquired upon the exercise. Earl E.
Congdon and John R. Congdon are not eligible to participate in the Option Plan.
There were no options granted in 1999.
Options to purchase 224,000 shares under the Option Plan have been
granted. As of March 22, 2000, there are options outstanding covering 43,000
shares of Common Stock at the exercise price of $13.875 per share, 43,000 shares
at the exercise price of $17.875 per share, 39,500 shares at the
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<PAGE>
exercise price of $19.25 per share, 29,500 shares at the exercise price of
$19.00 per share and 20,500 shares at the exercise price of $10.00 per share.
All of the options have been granted as incentive options. The sale of shares
issuable under the Option Plan have been registered with the SEC.
The following table reflects cumulative information regarding grants
under the Option Plan:
<TABLE>
<CAPTION>
==================================================================================================================
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
- ------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Shares Value Underlying Unexercised In-The-Money Options at
Name Acquired on Realized Options at FY-End FY-End
Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
(#) ($)
- ------------------------------- -------------- ------------ -------------------------- ---------------------------
<S> <C> <C> <C> <C>
Earl E. Congdon * * * *
- ------------------------------- -------------- ------------ -------------------------- ---------------------------
David S. Congdon 0 0 14,800 Exercisable $ 600 Exercisable
200 Unexercisable $ 150 Unexercisable
- ------------------------------- -------------- ------------ -------------------------- ---------------------------
John B. Yowell 0 0 15,800 Exercisable $ 600 Exercisable
200 Unexercisable $ 150 Unexercisable
- ------------------------------- -------------- ------------ -------------------------- ---------------------------
J. Wes Frye 0 0 17,200 Exercisable $ 900 Exercisable
300 Unexercisable $ 225 Unexercisable
- ------------------------------- -------------- ------------ -------------------------- ---------------------------
Joel B. McCarty, Jr. 0 0 17,200 Exercisable $ 900 Exercisable
300 Unexercisable $ 225 Unexercisable
==================================================================================================================
</TABLE>
- --------------
* Not eligible to participate in the Option Plan.
Compensation of Directors
Each of the Company's outside directors receives an annual retainer of
$10,000 plus $1,200 for each meeting attended, including Board meetings and
meetings of committees of the Board of Directors not held in conjunction with a
meeting of the Board. Such directors also receive reimbursement of expenses
incurred as a director. Directors who are also officers of the Company receive
no such fees or expense reimbursement.
Report of Compensation Committee
The Compensation Committee (the "Committee") is responsible for
conducting an annual review of the Company's compensation plan for its executive
officers including the evaluation of the components of the plan, the standards
of performance measurement and the relationship between performance and
compensation. The Committee reviews the compensation of each executive officer
and makes specific recommendations to the Board of Directors based on factors
that include the individual officer's performance, the ability of the Company to
attract and retain qualified, experienced personnel and whether the plan
provides appropriate motivation to achieve goals outlined by the Board of
Directors.
In determining the compensation of the Chief Executive Officer, the
Committee began its evaluation prior to the time of the public offering in
October 1991. The base salary was determined, in part, by comparison with the
compensation of chief executive officers of other companies of comparable size
and levels of profitability. The base salary is reviewed each year and compared
to that of other chief executive officers as reported in various publications,
such as Forbes magazine. Since 1991, the Chief Executive Officer has received
salary increases of 2.0% in 1992, 2.0% in 1994, 3.8% in
-10-
<PAGE>
1997, 1.9% in 1998 and 1.8% in 1999. The Chief Executive's increase in base
salary in 1999 of 1.8% was primarily an inflationary adjustment. The incentive
bonus for the Chief Executive Officer is based upon the Company's profitability,
a program that has been in place for many years, and the Compensation Committee
believes that this is a fair measure of executive bonus compensation. The bonus
is based upon a percentage, determined by the Compensation Committee, of pre-tax
profits. The bonus amounts for 1999, 1998 and 1997 are reflected in the Summary
Compensation Table. Both the base salary and the incentive bonus are evaluated
in determining overall compensation. The Chief Executive Officer is not eligible
to receive options under the Company's stock option plan.
The base salary for all other officers is based upon the experience and
qualifications of each officer, with the additional objective of remaining
competitive in the industry in recruiting and retaining a well-qualified and
effective management team. The incentive bonus for officers is determined by the
Compensation Committee and is based upon the same criteria as the Chief
Executive Officer, the performance of the Company as measured by its
profitability. No stock options were granted to any individual in 1999.
During 1993, Section 162(m) was added to the Internal Revenue Code (the
"Code") that generally limits amounts that can be deducted for compensation paid
to executives to $1 million, unless certain requirements are met. No executive
received compensation in excess of $1 million in 1999; therefore, there were no
compensation amounts that would be deemed nondeductible for the Company under
Section 162(m) of the Code. The Committee will continue to monitor the
applicability of this section of the Code to the Company's compensation program
each year.
The Compensation Committee,
Franz F. Holscher, Chairman
Earl E. Congdon
John R. Congdon
Compensation Committee Interlocks and Insider Participation
Earl E. Congdon, Chairman of the Board of the Company and its Chief
Executive Officer, and John R. Congdon, Vice Chairman of the Board, are members
of the Compensation Committee. Mr. Holscher is not an employee of the Company
and receives no compensation other than directors' fees from the Company.
Earl E. Congdon and John R. Congdon are each 50% owners of E & J
Enterprises ("E & J"), a Virginia general partnership that leases trailers to
the Company. Pursuant to an agreement dated August 1, 1991, the Company leased
163 trailers from E & J at a monthly rental of $44,010. This lease expired on
July 31, 1996, but was extended for an additional term of three years, which
expired on July 31, 1999. The first extension of the lease required declining
monthly payments ranging from $35,045 in the first year to $33,415 in the third
year. On July 26, 1999, the Company's Board of Directors approved a second
extension of the trailer lease agreement for a period of one year at the monthly
rental rate of $33,415. At the end of one year, the lease converts to a
month-to-month lease, which requires a six-month notice of cancellation. Under
the original lease and all extensions, the Company is responsible for insurance
coverage, maintenance and repairs to the trailers. The Company has no purchase
rights at the end of the lease term. Upon termination of the lease, for
specified reasons, E & J
-11-
<PAGE>
may require the Company to purchase the trailers for cash at fair market value.
The Company paid $400,165 in 1999 for trailers leased from E & J under the lease
agreement, of which $233,090 was treated as a capital lease and $167,075 was
treated as an operating lease.
In December 1988, the Company sold to E & J certain tracts of
unimproved land and a vacant service center facility in exchange for a non-
interest-bearing receivable in the amount of $579,798. E & J has repaid the
amount outstanding under the receivable as parcels of the property have been
sold. As of December 31, 1999, the amount outstanding on the receivable was
$195,677.
Old Dominion Truck Leasing, Inc., a North Carolina corporation whose
voting stock is owned by the Earl E. Congdon Intangibles Trust, David S.
Congdon, Trustee (38.2%), John R. Congdon Revocable Trust (38.2%) and members of
Earl E. Congdon's and John R. Congdon's families (23.6%), is engaged in the
business of purchasing and leasing tractors, trailers and other vehicles. John
R. Congdon is Chairman of the Board and Earl E. Congdon is the Vice Chairman of
the Board of Leasing. Both individuals also serve on the Board of Directors and
Compensation Committee of Old Dominion Freight Line. Since 1986, the Company and
Leasing have combined their requirements for the purchase of tractors, trailers,
equipment, parts, tires and fuel. The Company believes that, by so doing, it is
often able to obtain pricing discounts because of the increased level of
purchasing. While this is beneficial to the Company, management believes that
the termination of this relationship would not have a material adverse impact
upon the Company's results of operations.
In 1999, the Company charged Leasing $19,618 for vehicle repair,
maintenance and other services, which it provides to Leasing at cost. Leasing
operated 15 vehicle maintenance and service facilities in 1999, one of which was
located in Chesapeake, Virginia and was leased from the Company for a total of
$12,000.
The Company purchased $196,604 of maintenance from Leasing in 1999. Old
Dominion believes that the prices it pays for such services are lower than would
be charged by unaffiliated third parties for the same quality of work and
intends to continue to purchase maintenance and other services from Leasing,
provided that its prices continue to be favorable to the Company. In addition,
Leasing has a right of first refusal for the Company's future tractor and
trailer leases, exercisable on the same terms offered to the Company by third
parties. Currently, the Company does not lease any equipment from Leasing.
On July 15, 1995, the Company renewed a lease for a service center
facility in Greensboro, North Carolina, from an irrevocable trust created by
Earl E. Congdon and John R. Congdon, for the benefit of their families. The
Company accounts for this lease as an operating lease, which has a term of five
years, expiring on July 14, 2000. The lease requires escalating annual payments
ranging from $29,000 per month in the first year to $31,391 in the fifth year
and requires the Company to maintain insurance, maintenance and repairs to the
facility. The Company made payments totaling $372,993 in 1999 under this lease.
The Company has purchased an additional 20 acres of land adjacent to the
property. The land will be sold to the Trust so that the entire combined acreage
could be used for the planned expansion of the existing service center. The
Company's Board of Directors, after review by the Audit Committee, has
authorized the Company to lend the trust the sum of $380,000 to purchase the
land at 7.5% interest to be repaid and amortized in monthly installments over
ten years. The Company plans to construct and extend an additional 106 doors to
the existing dock structure and make other improvements at a cost of
approximately $3,529,000, which will be treated as a leasehold
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<PAGE>
improvement and will be amortized over the life of a long-term lease. It is
anticipated that the existing lease will be extended and then renegotiated for a
longer term upon completion of the improvements; however, the final details of
the structure of this transaction have not been determined. The expansion of the
Greensboro facility will accommodate the need for additional capacity that has
resulted from growth in business levels, which has required the Company to lease
a 60 door service center facility in nearby High Point, NC in January, 1998. The
Greensboro expansion will allow the Company to terminate the lease for the High
Point service center and consolidate those operations at the enlarged Greensboro
facility. It is anticipated that this will result in an increase in productivity
and efficiency.
The Company is a party to certain split dollar life insurance policies,
of which certain members of the families of Earl E. Congdon and John R. Congdon
are designated beneficiaries. See Note (2), under the Summary Compensation
Table, on page 9 of this proxy statement.
The E & J lease and the equipment purchasing and servicing arrangement
with Leasing permit the Company to obtain certain equipment and services at
prices comparable to, or more favorable than, prices charged by unaffiliated
third parties. The Company believes that the rent paid under the lease for the
Greensboro service center is comparable to, or more favorable than, prices
charged by unaffiliated third parties.
Each of the foregoing transactions has been reviewed by the Audit
Committee of the Company's Board of Directors, which consists of two nonemployee
directors. The Audit Committee has approved the transactions that continue to be
in effect as being fair to the Company. The Audit Committee believes that the
terms and conditions of the foregoing transactions are substantially the same
as, or more favorable to the Company than, would be available from
nonaffiliates. The Company intends to enter into a re-negotiation and extension
of the Greensboro, North Carolina lease as described above. Any extensions,
modifications or renewals of existing transactions with such persons must be
approved, in advance, by the Audit Committee as being on terms no less favorable
to the Company than the terms that could be obtained in a similar transaction
with an unaffiliated party.
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<PAGE>
Performance Graph
The following graph compares the total stockholder cumulative returns,
assuming the reinvestment of all dividends, of $100 invested on January 1, 1995,
in the Company's Common Stock, Nasdaq Trucking & Transportation Stocks and The
Nasdaq Stock Market (US) for the five-year period ended December 31, 1999:
COMPARISON OF CUMULATIVE TOTAL RETURN
(Assumes $100 Invested on January 1, 1995)
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1/1/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Old Dominion Freight Line, Inc. 16.25 8 10.625 15.25 11.375 10.75
Nasdaq Trucking & Transportation Stocks 188.583 220.02 242.872 310.868 279.662 280.432
The Nasdaq Stock Market (US) 244.533 345.61 425.223 521.034 734.049 1334.35
</TABLE>
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<PAGE>
CORPORATE GOVERNANCE
The Company's Board of Directors held four meetings during 1999. All
directors attended all meetings of the Board of Directors except for the January
1999 meeting, at which, John R. Congdon was not present.
The Board of Directors has four standing committees: Executive
Committee, Audit Committee, Compensation Committee and Stock Option Plan
Committee.
The Executive Committee consists of Messrs. Earl E. Congdon (Chairman),
John R. Congdon and John A. Ebeling. The Executive Committee is empowered to act
between meetings of the Board of Directors with powers of the full Board, except
with respect to certain matters. This committee did not meet in 1999.
The Audit Committee consists of Franz F. Holscher and Harold G. Hoak,
two of the Company's nonemployee directors. The Audit Committee's
responsibilities are to recommend to the Board of Directors the firm to be
engaged to audit the Company's financial statements and to review with the
independent auditors the plan for, and results of, the auditing engagement and
Old Dominion's internal accounting controls. The Audit Committee also reviews
the activities and recommendations of the internal audit function. The Audit
Committee has reviewed transactions between the Company and entities in which
officers or directors of the Company or their affiliates have material interests
and has determined that such existing transactions are fair to the Company. Any
new transactions with officers, directors or their affiliates, and any
extensions, modifications or renewals of existing transactions with such persons
must be approved in advance by the Audit Committee as being on terms no less
favorable to the Company than the terms that could be obtained in a similar
transaction with an unaffiliated party. The Audit Committee met two times in
1999, at which all members were present.
The Compensation Committee consists of Franz F. Holscher (Chairman),
Earl E. Congdon and John R. Congdon. The Compensation Committee meets
periodically to review and approve the salaries and classifications of the
Company's executive officers and other significant employees and its personnel
policies. The Compensation Committee met once in 1999, at which all members were
present.
The Stock Option Plan Committee consists of Earl E. Congdon (Chairman),
John R. Congdon, Harold G. Hoak and Franz F. Holscher. The Committee has
authority to administer the Company's 1991 Employee Stock Option Plan, including
authority to determine persons eligible to receive options and the terms upon
which options are granted. The Stock Option Plan Committee did not meet in 1999.
INDEPENDENT AUDITORS
Ernst & Young LLP has served the Company as independent auditors since
1994. A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting of Stockholders with the opportunity to make a statement if he
desires to do so and to answer any questions that concern that firm's work for
the Company.
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<PAGE>
The Audit Committee and the Board of Directors have approved all of the
nonaudit services by Ernst & Young LLP and believe they have no effect on audit
independence. The Audit Committee has authorized management to engage the
Company's independent accountants in nonaudit services relating to preparation
of tax returns and working with state and federal agents on audits, but other
matters require prior approval from the Audit Committee.
GENERAL
The accompanying Proxy is solicited by and on behalf of the Board of
Directors of the Company, and the entire cost of such solicitation will be borne
by the Company. In addition to solicitation by mail, arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to send
proxy material to their principals, and the Company will reimburse them for
their reasonable expenses in so doing.
The Board of Directors has fixed March 3, 2000, as the record date for
the determination of stockholders entitled to notice of and to vote at the
Annual Meeting. On March 3, 2000, there were 8,312,840 outstanding shares of
Common Stock of the Company, each entitled to one vote.
Stockholders do not have cumulative voting rights in the election of
directors. Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present. With
regard to the election of directors, votes may be cast in favor or withheld.
Votes that are withheld will be excluded entirely from the vote and will have no
effect, although they will be counted for purposes of establishing the presence
of a quorum. Under the rules of the New York Stock Exchange, Inc., brokers who
hold shares in street name for customers have authority to vote on certain items
when they have not received instructions from beneficial owners. Brokers that do
not receive instructions are entitled to vote on the election of directors.
Where a choice is specified on any Proxy as to the vote on any matter
to come before the meeting, the Proxy will be voted in accordance with such
specification. If no specification is made but the Proxy is properly signed, the
shares represented thereby will be voted in favor of each proposal. Such
proxies, whether submitted by stockholders of record or by brokers holding
shares in street name for their customers ("broker non-votes"), will be voted in
favor of nominees for directors. Broker non-votes will not be counted either way
in voting on other matters (where direction of beneficial owners is required)
and, therefore, will have the effect of negative votes.
Any stockholder submitting the accompanying Proxy has the right to
revoke it by notifying the Secretary of the Company in writing at any time prior
to the voting of the Proxy. A Proxy is suspended if the person giving the Proxy
attends the meeting and elects to vote in person.
Management is not aware that any matters, other than those specified
above, will be presented for action at the meeting, but, if any other matters do
properly come before the meeting, the persons named as agents in the Proxy will
vote upon such matters in accordance with their best judgment.
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<PAGE>
Annual Report on Form 10-K
Stockholders may obtain a copy of the Company's Annual Report on Form
10-K as filed with the Securities and Exchange Commission for the year ended
December 31, 1999, without charge by writing to J. Wes Frye, Treasurer, Chief
Financial Officer and Assistant Secretary, Old Dominion Freight Line, Inc., Post
Office Box 2006, High Point, North Carolina 27261. Exhibits are not included,
but copies of them may be obtained from the Company upon payment of copying
charges.
Deadline for Stockholders' Proposals
Any stockholder desiring to present a proposal for action at the
Company's 2001 Annual Meeting must deliver the proposal to the Company at its
executive offices no later than November 24, 2000.
In addition to any other applicable requirements, for business to be
properly brought before the annual meeting by a stockholder, even if the
proposal is not to be included in the Company's proxy statement, the Company's
bylaws provide that the stockholder must give timely notice of such business in
writing to the Secretary of the Company at least 60 days and not more than 90
days prior to the meeting, except that if public disclosure of the date of the
meeting is given less than 70 days prior to the meeting, notice by the
stockholder will be considered timely if received by the Secretary by the close
of business on the 10th day after public disclosure of the date of the meeting
was made. As to each item of business, the notice must contain (i) a brief
description of the business to be brought before the meeting and the reasons
therefore, (ii) the name and address of record of the stockholder and the number
of shares of the Company's stock owned of record or beneficially by the
stockholder and (iii) any material interest the stockholder has in the proposed
business.
By Order of the Board of Directors
/s/ Joel B. McCarty, Jr.
Joel B. McCarty, Jr.
Secretary
High Point, North Carolina
March 31, 2000
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<PAGE>
PROXY
OLD DOMINION FREIGHT LINE, INC.
The undersigned stockholder of Old Dominion Freight Line, Inc. designates
Earl E. Congdon, John R. Congdon, and Joel B. McCarty, Jr., and any of them,
agents to vote the shares of the undersigned at the Annual Meeting of
Stockholders, Monday, April 24, 2000, at 10:00 A.M., and at any adjournment
thereof, as follows:
PLEASE SIGN THE PROXY PRINTED ON THE OTHER SIDE AND RETURN
IT AT ONCE UNLESS YOU EXPECT TO ATTEND THE MEETING IN PERSON.
(CONTINUED ON REVERSE SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL
YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
OLD DOMINION FREIGHT LINE, INC.
APRIL 24, 2000
Please Detach and Mail in the Envelope Provided
<TABLE>
<CAPTION>
<S><C>
A [X] Please mark your
votes as in this
example.
VOTE FOR WITHHOLD
all nominees AUTHORITY TO
(except as marked vote for all nominees
to the contrary) listed at right
(1) ELECTION OF [ ] [ ] Nominees: Earl E. Congdon (2) To transact such other business as may be
DIRECTORS John R. Congdon brought before the meeting.
John A. Ebeling
(Instruction: To withhold authority to vote for an Harold G. Hoak THIS PROXY IS SOLICITED ON BEHALF OF THE
Individual nominee strike a line through the Franz F. Holscher BOARD OF DIRECTORS AND WILL BE VOTED AS
nominee's name.) David S. Congdon SPECIFIED BY THE STOCKHOLDER.
John R. Congdon, Jr.
IF NO SPECIFICATION IS MADE WITH RESPECT
TO A MATTER WHERE A BALLOT IS PROVIDED, THIS
PROXY WILL BE VOTED FOR SUCH MATTER.
Your shares should be represented at the
meeting by your proxy. The meeting will be
held Monday, April 24, 2000, at 10:00 A.M. in
the Fourth Floor Conference Room of the
Executive Offices of Old Dominion Freight
Line, Inc., 1730 Westchester Drive, High
Point, North Carolina.
PLEASE SIGN AND SEND IN YOUR PROXY
SIGNATURE(S) DATE 2000
----------------------------------------------------------------------------------- ----------------------------
NOTE: Please sign above as name (s) appear (s) on this card. (When signing as attorney, executor, administrator, trustee,
guardian, etcetera, give full title as such. For joint accounts, each joint owner should sign.)
</TABLE>
