UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF NORTH CAROLINA
DAVID K. SEALY, KERRY CARTER and
HARVEY L. DAVIS on behalf of the Old Dominion Case No. 1:23-cv-819-TDS-LPA
401(k) Retirement Plan, and all others similarly
situated,
Plaintiffs,
v.
OLD DOMINION FREIGHT LINE, INC.,
Defendant.
NOTICE OF SETTLEMENT OF OLD DOMINION ERISA CLASS ACTION
This notice advises you of the Settlement of Sealy, et al., v. Old Dominion Freight Line, Inc., Case No.
1:23-cv-819-TDS-LPA (M.D.N.C.) (the “Action”). On September 27, 2023, Plaintiffs David K. Sealy, Harvey L.
Davis, and Kerry Carter filed a Class Action Complaint asserting claims under the Employee Retirement Income
Security Act of 1974 (“ERISA”), 29 U.S.C. §§ 1109, 1132, for breach of fiduciary duties against Old Dominion
Freight Line, Inc. (“Defendant”). The Settlement, if approved by the Court, would release Defendant and related
parties from any claims filed against them in the Action. The terms and conditions of the Settlement are set forth in
a Class Action Settlement Agreement (the “Settlement Agreement”). Capitalized terms used in this Notice but not
defined in this Notice have the meanings assigned to them in the Settlement Agreement. The Settlement Agreement
and additional information with respect to the Action and the Settlement are available at
www.OldDominionERISASettlement.com.
The Parties have agreed to settle this case for $1,900,000.00 (the “Gross Settlement Amount”). The Court
has scheduled a hearing concerning Final Approval of the Settlement and Class Counsel’s anticipated motion for
attorney’s fees and costs. That hearing, before the Honorable Thomas D. Schroeder is scheduled on January 27,
2026, at 10:00 a.m. in Courtroom 2, at the U.S. District Court Hiram H. Ward Federal Building, 251 N. Main Street,
Winston-Salem, NC 27101.
If Final Approval is granted, the Settlement will bind you as a Member of the Settlement Class. You may
appear at this hearing and/or object to the Settlement. Any objection to the Settlement and/or the motion for
attorney’s fees and costs, must be served in writing on the Court and the Parties’ counsel. More information about
the hearing and how to object is explained below.
YOUR LEGAL RIGHTS WILL BE AFFECTED WHETHER OR NOT YOU TAKE ANY ACTION. READ
THIS NOTICE CAREFULLY. PLEASE DO NOT CONTACT DEFENDANT OR THE COURT. THEY
WILL NOT BE ABLE TO ANSWER YOUR QUESTIONS.
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
You can do nothing. (No action is If the Settlement is approved by the Court and you
necessary to receive a payment.) are a Member of the Settlement Class entitled to a
payment under the Plan of Allocation, you need not
do anything to receive a payment.
You can submit an objection. (It must be If you wish to object to any part of the Settlement,
postmarked by December 26, 2025.) you may write to the Court and Counsel and explain
why. For more information and where to send your
objection, see Question 13, below.
You can appear at the Final Fairness If you submit a written objection to the Settlement
Hearing on January 27, 2026. before the Court-Approved Deadline, you may (but
do not have to) speak in Court about the fairness of
the Settlement.
These rights and options—and the deadlines to exercise them—are explained in this Notice. Information
concerning your individual share of the Net Settlement Amount will not be available for a number of months after
the Court grants Final Approval of the Settlement and any appeals are resolved. Thank you for your patience.
SUMMARY OF CASE
As described in more detail below, Plaintiffs’ Class Action Complaint (ECF No. 1) alleges that Defendant
breached fiduciary duties owed to participants in and beneficiaries of the Old Dominion 401(k) Retirement Plan,
and each of its predecessor plans or successor plans, individually and collectively, and any trust created and
attendant to all such plans (collectively, the “Plan”) during the Class Period. Defendant denies these allegations.
Copies of the Settlement Agreement and many other documents related to the Settlement are available at
www.OldDominionERISASettlement.com.
SUMMARY OF SETTLEMENT
The Settlement Agreement provides that Defendant will pay $1,900,000.00, which will be deposited into
an account called the Qualified Settlement Fund. After payment of attorneys’ fees and litigation costs, and any
expenses related to administration of the Settlement, the amount remaining in the Qualified Settlement Fund shall
constitute the Net Settlement Amount and will be allocated among Members of the Settlement Class according to
a Plan of Allocation to be approved by the Court.
STATEMENT OF POTENTIAL OUTCOME OF THE ACTION
Class Counsel believe that the claims against Defendant are well-grounded in law and fact and that breaches
of fiduciary duty under ERISA occurred in this case. However, as with any litigated case, Members of the Settlement
Class would face an uncertain outcome if the Action were to continue against Defendant. Continued litigation of
the Action could result in a range of possible recoveries, including a judgment or verdict greater or less than the
recovery under the Settlement Agreement, or no recovery at all.
Class Counsel believe that this Settlement reflects a reasonable compromise considering the range of
possible outcomes. Class Counsel believes that the Settlement is preferable to continued litigation and is in the best
interest of the Members of the Settlement Class because the Settlement provides certainty with respect to the amount
of recovery and results in a prompter recovery.
Throughout this litigation, Defendant has denied and continues to deny the claims and contentions alleged
by Plaintiffs. Defendant has strong defenses. Nevertheless, Defendant has concluded that it is desirable for the
Action to be fully and finally settled as to it and the other Releasees on the terms and conditions set forth in the
Settlement Agreement.
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The Court has not ruled in favor of either side. Both sides agreed to the Settlement to ensure a resolution
and avoid the cost and risk of further litigation.
STATEMENT OF FEES AND EXPENSES INCURRED BY AN INDEPENDENT FIDUCIARY AND THE
SETTLEMENT ADMINISTRATOR
An Independent Fiduciary is evaluating the Settlement and will be asked to authorize the Settlement on
behalf of the Plan. The fees and expenses incurred by the Independent Fiduciary (including fees and expenses
incurred by consultants, attorneys, and other professionals retained or employed by the Independent Fiduciary) in
evaluating the Settlement on behalf of the Plan, up to $25,000, will be deducted from the Gross Settlement Amount.
A Settlement Administrator has been engaged to mail the notice to the Members of the Settlement Class,
administer the Settlement, and allocate the Net Settlement Amount among Members of the Settlement Class. The
fees and expenses for the Settlement Administrator will be paid from the Gross Settlement Amount.
STATEMENT OF ATTORNEY’S FEES AND EXPENSES SOUGHT IN THE ACTION
Class Counsel will submit a fee petition to the Court in which they will ask the Court to award them
attorneys’ fees in an amount not to exceed 33% of the Gross Settlement Amount, plus reimbursement of out-of-
pocket costs and expenses advanced by Class Counsel and reasonably incurred in prosecuting the Action.
QUESTIONS AND ANSWERS
1. Why did I receive a notice in the mail?
You received this Notice because you or someone in your family is or may have been a participant in or a beneficiary
of the Plan at some time between October 1, 2016 through December 31, 2025.
The Court ordered this notice to be sent to you because you have a right to know about the Settlement and all the
options available to you regarding the Settlement before the Court decides whether to approve the Settlement. If the
Court approves the Settlement, and after any objections and appeals are resolved, the Net Settlement Amount will
be allocated among Members of the Settlement Class according to a Court-approved Plan of Allocation.
The Court in charge of this case is the United States District Court for the Middle District of North Carolina. The
individuals who sued are called the “Plaintiffs,” and the party they sued is called the “Defendant.” The legal action
that is the subject of this notice and the Settlement is titled Sealy, et al., v. Old Dominion Freight Line, Inc., Case
No. 1:23-cv-819-TDS-LPA.
2.What is the Action about?
The Action claims that the Defendant was a fiduciary to the Plan and violated fiduciary duties of prudence under
ERISA that it owed to the Plan’s participants and beneficiaries. Plaintiff alleges Defendant breached certain
fiduciary duties by causing the Plan to incur higher administrative fees and expenses than reasonable and necessary.
Plaintiffs also allege Defendant breached certain fiduciary duties by selecting and continuing to offer certain
investment options to the Plan participants under the Plan’s investment lineups. In the Complaint, Plaintiffs have
asserted causes of action for losses they contend were suffered by the Plan as the result of these alleged breaches of
fiduciary duty by Defendant.
Defendant denies each and every allegation of wrongdoing made in the Complaint and contends that it has no
liability in the Action. Defendant specifically denies the allegations that it breached any fiduciary duty or any other
provisions of ERISA in connection with the administrative fees or expenses incurred by the Plan, or the investments
in the Plan, and further denies that it in any way failed to act prudently or loyally with respect to the Plan’s
participants and beneficiaries.
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3. Why is this case a class action?
In a class action, one or more plaintiffs called “Class Representatives” sue on behalf of a large number of people
who have similar claims. All the individuals on whose behalf the Class Representatives are suing are “Class
Members.” One court resolves the issues for all Class Members. In its order setting the Final Fairness Hearing, the
Court preliminarily certified the Settlement Class in the Action.
The Class Representatives in this Action, David K. Sealy, Harvey L. Davis, and Kerry Carter, were participants in
the Plan during the Class Period and are referred to as the “Plaintiffs.”
4. Why is there a settlement?
The Court has not reached any final decision in connection with Plaintiffs’ claims against the Defendant. Instead,
Plaintiffs and Defendant have agreed to the Settlement. In reaching the Settlement, they have avoided the cost, risks,
time, and disruption of prolonged litigation and trial.
Class Counsel believe that the Settlement is the best option for the Settlement Class Members, as described above
in the section entitled “Statement of Potential Outcome of the Action.”
5. How do I know whether I am part of the Settlement Class?
The Court has conditionally certified the Settlement allowing it to proceed on behalf of everyone within the
following description:
All persons who were participants in or beneficiaries of the Plan from October 1,
2016 through December 31, 2025 (the “Class Period”).
The “Class Period” is defined as October 1, 2016 through December 31, 2025. A person was a participant in or
beneficiary of the Plan during the Class Period if they had an account balance in the Plan during such period.
THE SETTLEMENT BENEFITS
6. What does the Settlement provide?
The Settlement provides that Defendant will pay $1,900,000.00 (the “Gross Settlement Amount”) into an account
at a financial institution identified by Class Counsel and/or the Settlement Administrator. The net amount of the
Gross Settlement Amount, after payment of Court-approved attorneys’ fees and costs, Case Contribution Awards
to the Class Representatives, and any expenses incurred administrating the Settlement, will be allocated to the
Members of the Settlement Class according to a Plan of Allocation to be approved by the Court if and when the
Court enters an order finally approving the Settlement.
7. How much will I receive as my payment?
If you qualify, you will receive a pro rata share of the Net Settlement Amount. Class Counsel will file a detailed
Plan of Allocation in advance of the Final Fairness Hearing. The Plan of Allocation will describe the manner in
which the Net Settlement Amount will be distributed to Members of the Settlement Class. In general terms, the Plan
of Allocation will provide that each Settlement Class Member’s share of the Net Settlement Amount will be
calculated as follows:
A. The Settlement Administrator will calculate an average account balance for each Settlement Class
Member based on his or her total annual-ending account balance invested in the Plan for the Class Period (“Average
Account Balance”).
B. The Settlement Administrator will sum the Average Account Balances for all Settlement Class Members.
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C. The Settlement Administrator will then determine the total settlement payment available to each
Settlement Class Member by calculating each such person’s pro-rata share of the Net Settlement Amount based on
his or her Average Account Balance compared to the sum of the Average Account Balances for all Settlement Class
Members.
D. If the dollar amount of the settlement payment to a Settlement Class Member is calculated by the
Settlement Administrator to be less than $50.00, then that Settlement Class Member’s payment or pro rata share
shall be zero for all purposes.
E. The Settlement Administrator’s calculations regarding settlement payments will be final and binding
under the Court-approved Plan of Allocation.
F. For Class Members with current, Active Account Balances in the Plan at the time settlement payments
are distributed, who are eligible to receive a settlement payment, their payments will be distributed through their
Plan accounts.
G. For Former Plan Participants who do not have current, Active Account balances in the Plan at the time
settlement payments are distributed, who are eligible to receive a settlement payment, their payments will be
distributed by checks written from the Settlement Administrator.
8. How can I get a payment?
If the Settlement is given final approval, you will not have to do anything to get a payment from the Settlement if
you are entitled to one under the Plan of Allocation.
9. When will I get my payment?
The balance of the Net Settlement Amount will be allocated to Members of the Settlement Class pursuant to the
Plan of Allocation after final approval has been obtained for the Settlement, including any appeals. Any appeal of
the final approval may take a year or more. Please be patient.
There will be no payments if the Settlement is terminated.
The Settlement may be terminated on several grounds, which are described in the Settlement Agreement. In the
event any of these conditions occur, there will be no Settlement payment made, and the litigation will resume.
10. Can I opt out of the Settlement?
No. In some class actions, class members have the opportunity to exclude themselves from the Settlement. This is
sometimes referred to as “opting out” of the Settlement. Because of the legal issues involved in the Action, however,
the class of participants affected by this Settlement has been preliminarily certified as a mandatory class. This means
you cannot opt out of the benefits of the Settlement in order to pursue your own claims or for any other reason.
Therefore, you will be bound by any judgments or orders that are entered in this Action, and if the Settlement
is approved, you will be deemed to have released Defendant from any and all claims that were or could have
been asserted in this case on your behalf or on behalf of the Plan or that are otherwise included in the release
in the Settlement, other than your right to obtain the relief provided to you, if any, by the Settlement. This
is true whether or not you receive any relief under the Settlement.
Although you cannot opt out of the Settlement, you can object to the Settlement and ask the Court not to approve
the Settlement, as described below.
THE LAWYERS REPRESENTING YOU
11. Do I have a lawyer in the Action?
The Court has preliminarily designated the Norris Law Firm, PLLC, McKay Law, LLC, Wenzel Fenton Cabassa,
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P.A., and Morgan & Morgan, P.A., as Class Counsel for the Settlement Class. If you want to be represented by your
own lawyer, you may hire one at your own expense.
12. How will the lawyers be paid?
Class Counsel will file a petition for an award of attorneys’ fees and expenses by December 12, 2025, after which
a copy will be posted on the settlement website. This petition will be considered at the Final Fairness Hearing. Class
Counsel have agreed to limit their application for an award of attorneys’ fees to not more than 33% of the Settlement
Amount, plus out-of-pocket costs.
You have the right to object to this aspect of the Settlement even if you approve of the other aspects of the
Settlement.
OBJECTING TO THE SETTLEMENT OR THE ATTORNEYS’ FEES
You can tell the Court that you do not agree with the Settlement or some part of it.
13. How do I tell the Court that I object to the Settlement?
If you are a Member of the Settlement Class, you can object to the Settlement if you disagree with any part of it.
You can give reasons why you think the Court should not approve the Settlement. The Court will consider your
views. To object, you must send a letter or other written filing saying that you object to the Settlement. Be sure to
include the following case caption and notation of: Sealy, et al., v. Old Dominion Freight Line, Inc., Case No. 1:23-
cv-819-TDS-LPA (M.D.N.C.) In addition, your objection must also include your name, address, telephone number,
signature, and the reasons why you object to the Settlement. Any objection must be signed by the Settlement Class
member even if an attorney is retained by the Settlement Class member. Mail the objection to each of the
addresses listed below, postmarked no later than December 26, 2025. You must mail your objection by this
date. If you fail to do so, the Court will not consider your objections. If you plan to speak at the Fairness Hearing,
you must send a Notice of Intention to Appear along with your objection, as described below:
COURT CLERK PLAINTIFFS’ COUNSEL DEFENDANT’S COUNSEL
Clerk of the Court Wenzel Fenton Cabassa, Howard Shapiro
Judge Thomas D. Schroeder P.A. Jackson Lewis P.C.
U.S. District Court 1110 N. Florida Avenue 601 Poydras St.
Hiram H. Ward Federal Building Suite 300 Suite 1400
251 N. Main Street Tampa, Florida 33602 New Orleans, LA 70130
Winston-Salem, NC 27101
THE COURT’S FAIRNESS HEARING
The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you may ask to
speak, but it is not necessary.
14. When and where will the Court decide whether to approve the Settlement?
The Court will hold a Final Fairness Hearing to decide whether to approve the Settlement as fair, reasonable, and
adequate. You may attend the Final Fairness Hearing, and you may ask to speak, but you are not required to attend.
The Court will hold the Final Fairness Hearing on January 27, 2026, at 10:00 a.m. in Courtroom 2, at the U.S.
District Court, Hiram H. Ward Federal Building, 251 N. Main Street, Winston-Salem, NC 27101. In its sole
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discretion, the Court reserves the right to continue or reschedule the Final Fairness Hearing or may hold the hearing
in person or using videoconference technology. At that hearing, the Court will consider whether the Settlement is
fair, reasonable, and adequate. If there are objections, the Court will consider them. After the Final Fairness Hearing,
the Court will decide whether to approve the Settlement. The Court will also rule on the motions for attorney’s fees
and expenses and Case Contribution Awards to the Class Representatives.
15. Do I have to come to the hearing?
No, but you are welcome to come at your own expense. If you send an objection, you are not required to attend the
Fairness Hearing and voice your objection in person. If you mail your written objection on time, the Court will
consider it when determining whether to approve the Settlement as fair, reasonable, and adequate. You also may
pay your own lawyer to attend the Fairness Hearing, but attendance is not necessary.
16. May I speak at the hearing?
Only if you have previously filed an objection to the Settlement may you ask the Court for permission to speak at
the Final Fairness Hearing. To do so, you must send a letter, or other paper called a “Notice of Intention to Appear
at Final Fairness Hearing,” in Sealy, et al., v. Old Dominion Freight Line, Inc., Case No. 1:23-cv-819-TDS-LPA
(M.D.N.C.) Be sure to include your name, address, telephone number, and signature. Your Notice of Intention to
Appear must be postmarked no later than January 9, 2026 and be sent to the Clerk of the Court, Class Counsel, and
Defendant’s counsel at the addresses listed above.
IF YOU DO NOTHING
17. What happens if I do nothing at all?
If you do nothing and you are a Member of the Settlement Class and the Settlement is approved, you will participate
in the Settlement of the Action as described in this notice.
GETTING MORE INFORMATION
18. Are there more details about the Settlement?
This notice summarizes the proposed Settlement. The complete Settlement is set forth in the Settlement of Class
Action Settlement Agreement. You may obtain a copy of the Settlement Agreement on the settlement website,
www.OldDominionERISASettlement.com., or you may request that one be mailed to you by contacting the
Settlement Administrator by email at [email protected] or by telephone (800) 687-0139.
19. How do I get more information?
Class Counsel may be reached at: Brandon J. Hill, Wenzel Fenton Cabassa, P.A., 1110 N. Florida Avenue, Suite
300, Tampa, Florida 33602; telephone: (813) 224-0431, email: [email protected]; or Michael McKay, McKay
Law, LLC, 5635 N. Scottsdale Road, Suite 170, Scottsdale, Arizona 85250, telephone: (480) 681-7000. You may
also contact the Settlement Administrator at (800) 687-0139 or by email at
[email protected], or see www.OldDominionERISASettlement.com. Documents are also
available at the office of the Clerk located at the U.S. District Court Courthouse, U.S. District Court, Hiram H.
Ward Federal Building, 251 N. Main Street Winston-Salem, NC 27101.
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