8-K

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 23, 2019

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.)
1431 Opus Place, Suite 530 Downers Grove, Illinois		60515
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	RRTS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

On August 23, 2019, Brian C. Murray, a director of our company and Chairman of our Audit Committee, announced that he was resigning as a director of our company, effective immediately. Mr. Murray’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. We thank Mr. Murray for his dedicated service and we wish him well in his future endeavors. Donald C. Brown will replace Mr. Murray as Chairman of our Audit Committee.

On August 27, 2019, we issued a press release announcing Mr. Murray’s resignation and Mr. Brown’s appointment as Chairman of our Audit Committee. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

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		Press Release dated August 27, 2019

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 27, 2019	By:	/s/ Curtis W. Stoelting
		Curtis W. Stoelting
		Chief Executive Officer

EX-99.1

Roadrunner Announces Board Change Downers Grove, IL (BUSINESS WIRE) — August 27, 2019 – Roadrunner Transportation Systems, Inc. (“Roadrunner” or the “company”) (NYSE: RRTS), a leading asset-right transportation and asset-light logistics service provider, today announced that Brian C. Murray has resigned from its board of directors due to the increased demands as CEO of Ryan Companies. Murray, who served as the chair of the audit committee, will be succeeded in that role by Donald C. Brown, who joined the board in May. “On behalf of our Board and management team, I would like to thank Brian for his valuable contributions to Roadrunner over the past four years. Brian’s commitment to Roadrunner, especially as audit committee chair, enabled us to navigate some challenging times and regain our current SEC filing status. We wish him great success in his expanding career and all future endeavors,” said Curt Stoelting, Chief Executive Officer of Roadrunner. Stoelting continued, “We are excited to have Don Brown in an expanded role as our audit committee chair. Don, whose career includes 20 years with FedEx, has extensive industry experience and knowledge in finance, risk management, SEC reporting, network design, human resources, management and administration.” About Roadrunner Transportation Systems, Inc. Roadrunner Transportation Systems is a leading asset-right transportation and asset-light logistics provider offering a full suite of services and solutions under the Roadrunner®, Active On-Demand® and Ascent Global Logistics® brands. The Roadrunner brand offers less-than-truckload, over-the-road truckload and intermodal services. Active On-Demand offers premium mission critical air and ground logistics solutions. Ascent Global Logistics offers domestic freight management, retail consolidation, international freight forwarding and customs brokerage. For more information, please visit Roadrunner’s websites, www.rrts.com and www.ascentgl.com. ### Contact: Reputation Partners Marilyn Vollrath 414-376-8834 ir@rrts.com