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

December 911, 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)

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

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 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 910, 2019, ~~Roadrunner~~Michael ~~Transportation~~L. ~~Systems~~Gettle announced that he is leaving the company and therefore resigning as our President, ~~Inc~~Chief Operating Officer and Secretary and as a director on our Board of Directors, effective immediately. We ~~issued~~and Mr. Gettle entered into a ~~press~~Separation ~~release~~Agreement ~~relating~~and toRelease (the ~~sale~~“Separation Agreement”). The Separation Agreement provides that, if Mr. Gettle does not revoke his acceptance of ~~its~~the ~~Flatbed~~Separation ~~business~~Agreement ~~unit~~within the applicable seven-day revocation period, (a) Mr. AGettle ~~copy~~will receive his base salary for a period of eighteen (18) months and (b) Mr. Gettle will be entitled to continued health insurance coverage under our group health plan on the ~~press~~same ~~release~~terms isas ~~furnished~~provided to our other executives until such date as ~~Exhibit~~Mr. 99Gettle reaches the age of 65.1 In the event of certain future corporate transactions, Mr. Gettle will be entitled to ~~this~~receive ~~Current~~a ~~Report~~lump onsum ~~Form~~payment ~~8-K~~equal to the then remaining severance and health insurance benefits, if any. The Separation Agreement contains a mutual release that is binding upon us and Mr. Gettle.

InThe ~~accordance~~foregoing ~~with~~is ~~General~~a ~~Instruction~~summary ~~B.2~~only ofand ~~Form~~does ~~8-K,~~not ~~the~~purport ~~information furnished pursuant~~ to ~~this Item 7.01, including Exhibit 99.1 furnished herewith, shall not~~ be ~~deemed~~a ~~“filed”~~complete ~~for~~description ~~purposes~~ of ~~Section 18~~all of the ~~U.S.~~terms, ~~Securities~~provisions, ~~Exchange~~covenants ~~Act~~and ofagreements ~~1934,~~contained asin ~~amended (~~the ~~“Exchange~~Separation ~~Act”)~~Agreement, ~~nor~~and ~~shall~~is ~~such~~subject beto ~~deemed~~and ~~incorporated~~qualified in its entirety by reference into ~~any~~the ~~filing~~complete ~~under~~text of the ~~U.S.~~Separation ~~Securities~~Agreement, ~~Act~~a copy of ~~1933,~~which aswill ~~amended,~~be orfiled ~~the~~as ~~Exchange~~an ~~Act,~~exhibit ~~except~~to asthe ~~shall~~Company’s beAnnual ~~expressly~~Report ~~set~~on ~~forth~~Form by10-K ~~specific~~for ~~reference~~the infiscal ~~such~~year aending ~~filing~~December 31, 2019.

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 December 9, 2019.

On December 11, 2019, we issued a press release announcing Mr. Gettle’s departure. 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 December 11, 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: December 9, 2019

/s/ Patrick J. Unzicker

Date: December 11, 2019

/s/ Patrick J. Unzicker

Patrick J. Unzicker

Executive Vice President and Chief Financial Officer

Filing Compare · Roadrunner Transportation Systems, Inc.