Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 29, 2013, the Board of Directors (the "Board") of Old Dominion Freight Line, Inc. (the "Company") adopted and approved the Company's amended and restated bylaws, effective as of January 29, 2013 (the "Bylaws"). Among other things, the Bylaws clarify and modify advance notice requirements for shareholder submission of meeting proposals and director nominees, as set forth in Section 11 of Article 2 and Section 6 of Article 3 of the Bylaws, respectively, by:

• requiring that proposing shareholders provide written notice to the Company no later than 120 days and no earlier than 150 days prior to the one-year anniversary of the Company's mailing of the previous year's proxy materials;

• providing that proposing shareholders' disclosures apply to both record and beneficial shareholders;

• expanding the disclosure requirement to include information regarding the proposing shareholder's economic, voting and other interests that may be material to the Company's and shareholders' evaluation of the proposal or nomination;

• requiring that proposing shareholders update and supplement disclosures, if necessary, in order to ensure that the Company and its shareholders have current and accurate information;

• increasing the disclosure and representation requirements of shareholder nominees to ensure that potential conflicts, economic interests and restrictions on independence are disclosed; and

• clarifying that proposing shareholders and shareholder nominees must comply with the applicable requirements of the Securities Exchange Act of 1934, as amended.

Additionally, the Bylaws also include revisions to: (i) update the location of the Company's principal office and registered office; (ii) conform the availability of the shareholders' list with current provisions of the Virginia Stock Corporation Act; and (iii) clarify the process by which shareholders may fill a vacancy occurring on the Board. The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
No. Description

Amended and Restated Bylaws of Old Dominion Freight Line, Inc.
3.2 (effective January 29, 2013)

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