Old Dominion Freight Line (ODFL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, to elect twelve directors, approve executive compensation on an advisory basis, and ratify Ernst & Young LLP as independent auditor for 2026.

• Shareholders of record as of March 16, 2026, are entitled to vote, with each share carrying one vote per proposal.

• Proxy materials are available online, and multiple voting methods are provided, including internet, phone, and mail.

Voting matters and shareholder proposals

• Proposals include election of twelve directors, advisory approval of executive compensation, and ratification of the independent auditor.

• Board recommends voting FOR all director nominees, FOR executive compensation, and FOR auditor ratification.

• Shareholder proposals for the 2027 meeting must be received by December 21, 2026.

Board of directors and corporate governance

• Board consists of twelve directors, with eight independent members and an average tenure of nine years.

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

• Four standing committees: Audit, Talent and Compensation, Governance and Nomination, and Risk, all chaired by independent directors.

• Board and committees conducted regular self-evaluations and met attendance requirements in 2025.