ROADRUNNER TRANSPORTATION SYSTEMS, INC. (NYSE:RRTS) Files An 8-K Material Modification to Rights of Security Holders

The information set forth in Item 5.03 is incorporated into this Item 3.03 by reference

Board of Directors

On May 22, 2019, we held our 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”). At the Annual Meeting, our stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation (the “Declassification Amendment”) to declassify our Board of Directors and provide for the annual election of all directors. As previously disclosed in our Proxy Statement for the 2019 Annual Meeting, if stockholders approved the Declassification Amendment, and once the Declassification Amendment was filed with the Delaware Secretary of State, in order to make the complete declassification of our Board of Directors effective at the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), each member of our Board of Directors whose term does not expire at the 2020 Annual Meeting (the Class II and Class III directors) would resign and be re-appointed to a term that expires at the 2020 Annual Meeting. On October 25, 2019, we filed the Declassification Amendment with the Delaware Secretary of State. Immediately thereafter, on October 25, 2019, each of Donald C. Brown, Scott L. Dobak, Michael L. Gettle, Christopher W. Jamroz, Ralph W. Kittle III, and Curtis W. Stoelting resigned and was re-appointed to a term ending at the 2020 Annual Meeting. The purpose of the resignations reported herein was to facilitate the transition to a declassified Board of Directors, such that all of our directors will be elected for one-year terms beginning with the 2020 Annual Meeting.

Amendments to Employment Agreements

On October 25, 2019, we entered into a First Amendment to Second Amended and Restated Employment Agreement with Curtis W. Stoelting, our Chief Executive Officer (“Stoelting Employment Agreement Amendment”). to the Stoelting Employment Agreement Amendment, Mr. Stoelting agreed to a clawback of certain bonuses or other incentive compensation in the event that (a) the compensation was predicated upon the achievement of certain financial results that were subsequently the subject of a material and adverse restatement of earnings; and (b) Mr. Stoelting would have received lower incentive compensation based on the restated financial results. The clawback provision is subject to and governed by the policies and procedures set forth in our Clawback Policy. In addition, upon the adoption of final rules by the Securities and Exchange Commission (the “SEC”) regarding clawback requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we and Mr. Stoelting agreed to amend and restate in its entirety the clawback provision to comply with such new rules, which amended and restated provision would supersede the current clawback provision in all respects. The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Stoelting Employment Agreement Amendment, and is subject to and qualified in its entirety by reference to the complete text of the Stoelting Employment Agreement Amendment, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2019.

Also on October 25, 2019, we entered into a First Amendment to Employment Agreement with Patrick J. Unzicker, our Executive Vice President and Chief Financial Officer (“Unzicker Employment Agreement Amendment”). to the Unzicker Employment Agreement Amendment, Mr. Unzicker agreed to a clawback of certain bonuses or other incentive compensation in the event that (a) the compensation was predicated upon the achievement of certain financial results that were subsequently the subject of a material and adverse restatement of earnings; and (b) Mr. Unzicker would have received lower incentive compensation based on the restated financial results. The clawback provision is subject to and governed by the policies and procedures set forth in our Clawback Policy. In addition, upon the adoption of final rules by the SEC regarding clawback requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we and Mr. Unzicker agreed to amend and restate in its entirety the clawback provision to comply with such new rules, which amended and restated provision would supersede the current clawback provision in all respects. The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Unzicker Employment Agreement Amendment, and is subject to and qualified in its entirety by reference to the complete text of the Unzicker Employment Agreement Amendment, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2019.

Certificate of Amendment of Amended and Restated Certificate of Incorporation

As disclosed in Item 5.02 above, at the 2019 Annual Meeting, our stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation to declassify our Board of Directors and provide for the annual election of all directors. On October 25, 2019, we filed the Declassification Amendment with the Delaware Secretary of State to effect the declassification of our Board of Directors.

The foregoing description of the Declassification Amendment is only a summary and does not purport to be complete, and such description is qualified in its entirety by reference to the full text of the Declassification Amendment, a copy of which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

Third Amended and Restated Bylaws

As previously disclosed, at our 2018 Annual Meeting of Stockholders held on December 19, 2018, our stockholders approved a number of amendments to our Amended and Restated Certificate of Incorporation. See our Current Report on Form 8-K filed with the SEC on January 9, 2019 for additional information about these amendments. Many of these amendments required us to make conforming changes to our bylaws.

As previously disclosed, on June 19, 2019, the United States District Court for the Eastern District of Wisconsin entered an order (the “Order”) preliminarily approving a Stipulation of Settlement, dated March 27, 2019 (the “Stipulation”), and the proposed derivative settlement (the “Settlement”) set forth therein, in the consolidated derivative action >