(a)
On May 22, 2012, upon the recommendation of the Governance and Nomination Committee of the Board of Directors (the "Board") of Old Dominion Freight Line, Inc. (the "Company"), the Board amended the Company's Code of Business Conduct (the "Code"). The amendment, which revised certain portions of the "Conflicts of Interest and Gifts" provision of the Code, provides additional clarity for the Company's officers, directors and employees regarding the Company's expectations and requirements with respect to the provision or receipt of gifts and/or entertainment. The Code, as revised, is available on our website at http://www.odfl.com/company/corpGovernance.shtml.

(a), (b)
The 2012 Annual Meeting of Shareholders (the "Annual Meeting") of the Company was held on May 22, 2012. The following matters, which are described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2012, were voted upon and approved by the Company's shareholders at the Annual Meeting:

Proposal 1 - Election of Nine Directors



Each of the following individuals were elected by the shareholders to serve as
directors for one-year terms and until their respective successors have been
elected and qualified or until their death, resignation, removal or
disqualification or until there is a decrease in the number of directors, and
received the number of votes set opposite their respective names:
                                                            Broker
Nominee                     For            Withheld        Non-Votes
Earl E. Congdon        51,020,837        3,290,123        1,255,691
David S. Congdon       52,067,774        2,243,186        1,255,691
John R. Congdon        50,977,070        3,333,890        1,255,691
J. Paul Breitbach      53,613,067          697,893        1,255,691
John R. Congdon, Jr.   49,343,384        4,967,576        1,255,691
Robert G. Culp, III    49,646,530        4,664,430        1,255,691
John D. Kasarda        53,530,004          780,956        1,255,691
Leo H. Suggs           50,783,837        3,527,123        1,255,691
D. Michael Wray        50,989,896        3,321,064        1,255,691

Proposal 2 - Advisory Vote to Approve the Compensation of the Company's Named
             Executive Officers


The compensation of the Company's named executive officers was approved, on an
advisory basis, by the shareholders based on the following vote:
                                     Broker
   For        Against     Abstain   Non-Votes
39,321,208   14,701,007   288,745   1,255,691

Proposal 3 - Approval of an Amendment to the Company's Amended and Restated Articles of Incorporation to Increase the Number of Authorized Shares of the Company's Common Stock

The amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock from 70,000,000 to 140,000,000 was approved by the shareholders based on the following vote:
For Against Abstain
50,670,376 4,836,836 59,439

Proposal 4 - Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012 was ratified by the shareholders based on the following vote:
For Against Abstain
54,646,836 890,426 29,389