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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 Old Dominion Freight Line, Inc. 10-K 12/31/23 66:7.2M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.85M
2: EX-10.18(16) Material Contract HTML 26K
3: EX-23.1 Consent of Expert or Counsel HTML 20K
8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 49K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 24K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 24K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 22K
10: R1 Document And Entity Information HTML 92K
11: R2 Balance Sheets HTML 138K
12: R3 Balance Sheets (Parenthetical) HTML 30K
13: R4 Statements of Operations HTML 104K
14: R5 Statements of Changes in Shareholders' Equity HTML 71K
15: R6 Statements of Changes in Shareholders' Equity HTML 22K
(Parenthetical)
16: R7 Statements of Cash Flows HTML 114K
17: R8 Pay vs Performance Disclosure HTML 32K
18: R9 Insider Trading Arrangements HTML 26K
19: R10 Significant Accounting Policies HTML 100K
20: R11 Long-term Debt HTML 50K
21: R12 Leases HTML 45K
22: R13 Income Taxes HTML 106K
23: R14 Related Party Transactions HTML 26K
24: R15 Employee Benefit Plans HTML 29K
25: R16 Earnings Per Share HTML 38K
26: R17 Share-Based Compensation HTML 75K
27: R18 Fair Value Measurements HTML 41K
28: R19 Commitments and Contingencies HTML 23K
29: R20 Subsequent Event HTML 23K
30: R21 Schedule II - Valuation And Qualifying Accounts HTML 42K
31: R22 Significant Accounting Policies (Policies) HTML 133K
32: R23 Significant Accounting Policies (Tables) HTML 72K
33: R24 Long-term Debt (Tables) HTML 40K
34: R25 Leases (Tables) HTML 35K
35: R26 Income Taxes (Tables) HTML 106K
36: R27 Earnings Per Share (Tables) HTML 36K
37: R28 Share-Based Compensation (Tables) HTML 67K
38: R29 Fair Value Measurements (Tables) HTML 36K
39: R30 Significant Accounting Policies - Additional HTML 53K
Information (Details)
40: R31 Significant Accounting Policies - Disaggregated HTML 32K
Revenue (Details)
41: R32 Significant Accounting Policies - Estimated Useful HTML 36K
Lives Of Property And Equipment (Details)
42: R33 Significant Accounting Policies - Summary of HTML 45K
Accelerated Repurchase Activity (Details)
43: R34 Long-term Debt - Schedule of Long-term Debt, Net HTML 32K
of Unamortized Debt Issuance Costs (Details)
44: R35 Long-Term Debt - Additional Information (Details) HTML 79K
45: R36 Leases - Additional Information (Details) HTML 54K
46: R37 Leases - Future Lease Payments for Assets under HTML 39K
Operating Leases, as well as Reconciliation to
Lease Liability (Details)
47: R38 Income Taxes - Components of the Provision for HTML 41K
Income Taxes (Details)
48: R39 Income Taxes - Schedule of Effective HTML 31K
Reconciliation of the U.S. Statutory Federal
Income Tax Rates (Details)
49: R40 Income Taxes - Schedule of Deferred Tax Assets and HTML 41K
Liabilities (Details)
50: R41 Income Taxes - Additional Information (Details) HTML 29K
51: R42 Employee Benefit Plans - Additional Information HTML 27K
(Details)
52: R43 Earnings Per Share - Reconciliation of Number of HTML 28K
Common Stock used in Computing Basic and Diluted
Earning Per Share (Details)
53: R44 Share-Based Compensation - Additional Information HTML 65K
(Details)
54: R45 Share-Based Compensation - Summary of Restricted HTML 53K
Stock Award Activity for Employees and
Non-Employee Directors (Details)
55: R46 Share-Based Compensation - Summary of Activity for HTML 47K
PBRSUs for Employees (Details)
56: R47 Share-Based Compensation - Summary of Activity for HTML 34K
PBRSUs for Employees (Parenthetical) (Details)
57: R48 Share-Based Compensation - Summary of the Changes HTML 35K
in the Number of Outstanding Phantom Stock Shares
(Details)
58: R49 Fair Value Measurements - Schedule of Fair Value HTML 26K
of Short-term Investments (Details)
59: R50 Fair Value Measurements - Additional Information HTML 26K
(Details)
60: R51 Subsequent Event - Additional Information HTML 25K
(Details)
61: R52 Schedule II - Valuation And Qualifying Accounts HTML 27K
(Details)
63: XML IDEA XML File -- Filing Summary XML 117K
66: XML XBRL Instance -- odfl-20231231_htm XML 1.20M
62: EXCEL IDEA Workbook of Financial Report Info XLSX 106K
9: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 2.30M
Linkbases Document -- odfl-20231231
64: JSON XBRL Instance as JSON Data -- MetaLinks 433± 646K
65: ZIP XBRL Zipped Folder -- 0000950170-24-020176-xbrl Zip 587K
| EX-97 |
Exhibit 97
OLD DOMINION FREIGHT LINE, INC.
CLAWBACK POLICY
As Updated October 18, 2023
The Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 adopted thereunder and with applicable exchange listing standards. As such, the Policy will be interpreted and enforced in accordance with Rule 10D-1 of the Exchange Act and applicable exchange listing standards if and to the extent required, and in accordance with Applicable Law.
The Administrator shall have discretion to determine the appropriate timing and methods to recoup Recoverable Compensation based on all applicable facts and circumstances and in a manner in accordance
with Applicable Law, including Rule 10D-1 and applicable exchange listing standards. Such means may include without limitation (i) seeking reimbursement of payments made with respect to all or part of any cash-based or equity-based awards; (ii) cancelling prior cash-based or equity-based awards, whether vested or unvested or paid or unpaid; (iii) cancelling or offsetting against future cash-based or equity-based awards; (iv) forfeiting deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and (v) any other method permitted under Applicable Law. For clarity, subject to compliance with Applicable Law, the Administrator may affect recovery under the Policy from any amount otherwise payable to the Covered Person, including but not limited to amounts payable to such person under any Company plan, agreement or program, including but not limited to base salary, bonuses and commissions, cash-based incentive compensation, equity-based incentive compensation and compensation previously deferred by the Covered Person.
Applicable Law. “Applicable Law” means all applicable laws, rules and regulations, including but not limited to Rule 10D-1 and applicable exchange listing standards.
Applicable Period. “Applicable Period” means the three completed fiscal years of the Company immediately preceding the date the Company is required to prepare a Restatement. The “Applicable Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence; provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year. The date on which the Company is required to prepare a Restatement will be the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that a Restatement is required, or (ii) the date a court, regulator or other legally authorized entity directs the Company to undertake a Restatement.
Covered Person. “Covered Person” means any person who is, or was at any time, during the Applicable Period, an Executive Officer of the Company as determined in accordance with Rule 10D-1 and applicable exchange listing standards and shall also include such other officers and/or other employees who may from time to time be deemed subject to the Policy by the Administrator.
Executive Officer. “Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer (including an officer of the Company’s parent(s) and/or subsidiaries) who performs a policy-making function or any other person who performs similar policy-making functions for the Company.
Financial Reporting Measure. “Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including “non-GAAP” financial measures), and any measure that is derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission (the “SEC”).
Impracticable. The Committee (or, in the absence of the Committee, a majority of the Company’s independent directors) may determine that recovery of Recoverable Compensation is “Impracticable” (and thus that recoupment of Recoverable Compensation is not required) if: (i) the direct expense paid to a third party to assist in enforcing the Policy would exceed the Recoverable Compensation and the Company has
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(A) made a reasonable attempt to recover such amounts and documented such attempt(s) and (B) provided documentation of such attempt(s) to the applicable listing exchange; (ii) recovery would violate applicable home country law (adopted prior to November 28, 2022) and the Company provides an opinion of counsel to that effect to the applicable listing exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of the Code.
Incentive-Based Compensation. “Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. For the avoidance of doubt, the Policy applies to all Incentive-Based Compensation Received by a Covered Person (i) after such Covered Person began service as an Executive Officer; (ii) who served as an Executive Officer at any time during the Applicable Period for that Incentive-Based Compensation; (iii) while the Company has a class of securities listed on a national securities exchange or national securities association; and (iv) during the Applicable Period.
Received. Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Recoverable Compensation. “Recoverable Compensation” means the amount of any Incentive-Based Compensation Received by a Covered Person during the Applicable Period that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid. If the subject Incentive-Based Compensation was based on stock price or total shareholder return, where the Recoverable Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Recoverable Compensation must be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received, and the Company must maintain such documentation and provide it to the applicable listing exchange.
Restatement. “Restatement” means an accounting restatement of any of the Company’s financial statements filed with the SEC under the Exchange Act or the Securities Act of 1933, as amended, due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, regardless of whether Company or Covered Person misconduct was the cause for such restatement. “Restatement” includes any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as “Big R” restatements), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as “little r” restatements).
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OLD DOMINION FREIGHT LINE, INC.
CLAWBACK POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Old Dominion Freight Line, Inc. Clawback Policy (such policy, as it may be amended and/or restated from time to time, the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that, to the extent that the undersigned is or is deemed to be a Covered Person under the Policy, the undersigned is and will continue to be fully bound by, and subject to, the Policy, and the Policy will apply both during and after the undersigned’s employment with or service to the Company. By signing below, the undersigned agrees that, if the undersigned is or is deemed to be a Covered Person under the Policy, the undersigned will abide by the terms of the Policy. Without limiting the effect of the foregoing, in the event that it is determined by the Administrator that any amounts granted, earned or paid to the undersigned must be forfeited and/or reimbursed to the Company, the undersigned will promptly take any action necessary to effectuate such forfeiture and/or reimbursement, including, without limitation, by returning any Recoverable Compensation to the Company to the extent required by, and in a manner consistent with, the Policy.
____________________________________
Signature
____________________________________
Printed Name
____________________________________
Date
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/24 | |||
| For Period end: | 12/31/23 | 5 | ||
| 10/18/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | 4 | |||
| 7/19/17 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/22/24 As You Sow PX14A6G 4/22/24 1:55K Old Dominion Freight Line, Inc. Securex Filings/FA |