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Form 8-K Roadrunner Transportatio For: Aug 19

August 19, 2015 4:21 PM EDT


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 19, 2015
Date of report (Date of earliest event reported)
 
 
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
DELAWARE
 
001-34734
 
20-2454942
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
4900 S. PENNSYLVANIA AVE.
CUDAHY, WISCONSIN
 
 
 
53110
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
(414) 615-1500
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 






Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
 
 
(b)    Departure of Directors or Certain Officers.
On August 19, 2015, Chad Utrup, a director of our company and Chairman of our Audit Committee, informed us that he was resigning as the Chairman of our Audit Committee, effective immediately, but that he will remain a director and member of our Audit Committee until September 30, 2015 in order to provide for a transition of his responsibilities (see (d) below). Mr. Utrup’s resignation as a director of our company will be effective September 30, 2015. Mr. Utrup’s resignation is solely for personal reasons and time considerations and did not involve any disagreement on any matter related to our operations, policies or practices.
(d)    Election of Director.
On August 19, 2015, our Board of Directors increased its size from eight to nine members, and elected Brian Murray to serve as a Class I director to fill the vacancy created by such increase. Our Board also appointed Mr. Murray to serve on our Audit Committee as its Chairman. There is no arrangement or understanding between Mr. Murray and any other person pursuant to which he was selected as a director, and there are no related party transactions with respect to Mr. Murray reportable under Item 404(a) of Regulation S-K. Mr. Murray will receive compensation for his service on our Board and Audit Committee consistent with our current compensatory arrangement for non-employee directors, as described under the heading “Director Compensation” in our Proxy Statement filed with the Securities and Exchange Commission on April 7, 2015.
On August 19, 2015, we issued a press release announcing Mr. Murray’s election to our Board and Mr. Utrup’s resignation from our Board. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 5.02.
Item 9.01.
Financial Statements and Exhibits.
 
 
 
 
(a)
Financial Statements of Business Acquired.
 
 
Not applicable.
 
(b)
Pro Forma Financial Information.
 
 
Not applicable.
 
(c)
Shell Company Transactions.
 
 
Not applicable.
 
(d)
Exhibits.
Exhibit
 
Number
 
 
 
 
99.1
 
“Roadrunner Transportation Systems Announces Addition of New Board Member”






SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
ROADRUNNER TRANSPORTATION SYSTEMS, INC.
 
 
 
 
 
 
 
Date: August 19, 2015
 
 
 
By:
/s/ Peter R. Armbruster
 
 
 
 
 
Peter R. Armbruster
 
 
 
 
 
Chief Financial Officer






EXHIBIT INDEX
 
 
 
Exhibit
 
Number
Description
 
 
 
99.1
 
“Roadrunner Transportation Systems Announces Addition of New Board Member”







FOR IMMEDIATE RELEASE
ROADRUNNER TRANSPORTATION SYSTEMS ANNOUNCES
ADDITION OF NEW BOARD MEMBER
CUDAHY, WI - August 19, 2015 - Roadrunner Transportation Systems, Inc. (NYSE: RRTS), a leading asset-light transportation and logistics services provider, announced today that Brian Murray has been appointed to its Board of Directors. Mr. Murray will also serve as the Chairman of Roadrunner's audit committee.
“We are extremely pleased that Brian is joining our board of directors and we look forward to his contributions,” said Mark DiBlasi, President and CEO of Roadrunner.
Mr. Murray currently serves as the Chief Operating Officer and Chief Financial Officer of Ryan Companies US, Inc., a national firm providing real estate services including architecture and engineering, development, construction, capital markets and real estate management. Mr. Murray has served as Chief Financial Officer of Ryan Companies since November 2009 and as Chief Operating Officer of Ryan Companies since May 2014. Prior to joining Ryan Companies, Mr. Murray held various positions with UnitedHealth Group, Inc., most recently serving as the Chief Financial Officer of its Specialized Care Services division.
Roadrunner also announced that Chad Utrup has resigned as the Chairman of Roadrunner’s audit committee, effective immediately, but that he will remain a director and member of Roadrunner’s audit committee until September 30, 2015 in order to provide for a transition of his responsibilities. Mr. Utrup’s resignation as a director of Roadrunner will be effective September 30, 2015 and is solely for personal reasons and time considerations and did not involve any disagreement on any matter related to Roadrunner’s operations, policies or practices. “I would like to extend our sincere appreciation to Chad Utrup for his dedication and contributions to Roadrunner,” said DiBlasi. “Since our IPO in 2010, Chad has provided valuable guidance as Roadrunner has grown and evolved.”
About Roadrunner Transportation Systems, Inc.
The Company is a leading asset-light transportation and logistics service provider offering a full suite of solutions, including customized and expedited less-than-truckload, truckload logistics, transportation management solutions, intermodal solutions, freight consolidation, inventory management, on demand expedited services, international freight forwarding, customs brokerage, and comprehensive global supply chain solutions.
Contact
Roadrunner Transportation Systems, Inc.
Peter Armbruster
Chief Financial Officer
414-615-1648
Vollrath Associates, Inc.
Marilyn Vollrath
414-221-0210





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