Old Dominion Freight Line (ODFL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to elect twelve directors, approve executive compensation, adopt a new stock incentive plan, ratify the external auditor, and consider a shareholder proposal on emission reduction targets.

• Board recommends voting for all directors, for executive compensation, for the 2025 Stock Incentive Plan, for auditor ratification, and against the emission reduction proposal.

• Shareholders of record as of March 13, 2025, are entitled to vote; each share has one vote per proposal.

Voting matters and shareholder proposals

• Proposals include: election of directors, advisory approval of executive compensation, approval of the 2025 Stock Incentive Plan, ratification of Ernst & Young LLP as auditor, and a shareholder proposal on emission reduction targets.

• Board opposes the emission reduction proposal, citing operational and technological challenges in adopting zero-emission vehicles.

• Shareholder proposal requests disclosure of plans and targets for reducing Scope 1 and 2 greenhouse gas emissions in line with the Paris Agreement.

Board of directors and corporate governance

• Twelve director nominees, including one new nominee, with an average tenure of 9 years; 8 of 12 are independent.

• Board committees: Audit, Talent and Compensation, Governance and Nomination, and Risk, all composed of independent directors.

• Board leadership structure separates Chairman and CEO roles; Lead Independent Director role rotates upon retirement.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Director nominations consider diversity, industry expertise, and other relevant skills.