LAMAR ADVERTISING COMPANY (NASDAQ:LAMR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
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Submission of Matters to a Vote of Security Holders. |
On May25, 2017, the Lamar Advertising Company (the Company) held
its 2017 Annual Meeting of Stockholders (the 2017 Annual
Meeting). Only stockholders of record as of the close of business
on March27, 2017 were entitled to vote at the 2017 Annual
Meeting. As of March27, 2017, 83,445,692 shares of ClassA Common
Stock, 14,420,085 shares of ClassB Common Stock, and 5,719.49
shares of Series AA Preferred Stock were outstanding and entitled
to vote at the 2017 Annual Meeting. With respect to the matters
submitted for vote at the 2017 Annual Meeting, each share of
ClassA Common Stock is entitled to one vote, each share of ClassB
Common Stock is entitled to ten votes, and each share of Series
AA Preferred Stock is entitled to one vote. At the 2017 Annual
Meeting, 79,597,788 shares of ClassA Common Stock, all 14,420,085
shares of ClassB Common Stock, and all 5,719.49 shares of Series
AA Preferred Stock of the Company were represented, in person or
by proxy, constituting a quorum for the meeting.
The following four proposals, each of which is described in
detail in the Companys definitive proxy statement filed with the
Securities and Exchange Commission on April14, 2017 (the Proxy),
were before the meeting, and they received the following votes:
Proposal 1: Election of Seven Directors to Serve until
the 2018 Annual Meeting. The following individuals were
elected to serve as directors of the Company:
|
Name of Director Nominees |
For | Withheld | BrokerNon-Votes | |||||||||
|
John Maxwell Hamilton |
213,220,439.49 | 3,395,299 | 7,188,619 | |||||||||
|
John E. Koerner, III |
213,173,889.49 | 3,441,849 | 7,188,619 | |||||||||
|
Stephen P. Mumblow |
213,192,930.49 | 3,422,808 | 7,188,619 | |||||||||
|
Thomas V. Reifenheiser |
213,189,780.49 | 3,425,958 | 7,188,619 | |||||||||
|
Anna Reilly |
213,659,773.49 | 2,955,965 | 7,188,619 | |||||||||
|
Kevin P. Reilly, Jr. |
213,951,667.49 | 2,664,071 | 7,188,619 | |||||||||
|
Wendell Reilly |
213,674,211.49 | 2,941,527 | 7,188,619 |
Proposal 2: Approval, on an advisory and non-binding
basis, of the compensation paid to the Companys named executive
officers. The stockholders approved, on a non-binding
advisory basis, the executive compensation as disclosed in the
Proxy.
| For | Against | Abstain | BrokerNon-Votes | |||||||||||
| 215,901,625.49 | 649,895 | 64,218 | 7,188,619 |
Proposal 3: Non-Binding, Advisory Vote on the Frequency
of Future Advisory Votes on the compensation paid to the Companys
named executive officers. A proposal relating to the
frequency of the stockholder advisory vote to approve the
compensation of the Companys named executive officers received a
majority of the votes cast in favor of a stockholder advisory
vote every three years with the votes shown:
| Every 1 Year | Every 2 Years | Every 3 Years | Abstain | Broker Non-votes | ||||||||||||||
| 64,271,297 | 177,719 | 152,131,033.49 | 35,689 | 7,188,619 |
Proposal 4: Ratification of the appointment of KPMG LLP
as the Companys Independent Registered Public Accounting Firm for
the 2017 Fiscal Year. The stockholders ratified the
appointment of KPMG LLP as the Companys independent registered
public accounting firm for the fiscal year ending December31,
2017.
| For | Against | Abstain | BrokerNon-Votes | |||||||||||
| 223,375,437.49 | 408,923 | 19,997 |
In light of the voting results with respect to the frequency of
future stockholder votes on executive compensation (detailed
above under the voting results for Proposal 3), the Companys
Board of Directors has determined that the Company will hold a
triennial advisory vote on executive compensation until the next
required advisory vote on the frequency of the vote on executive
compensation, or until the Board of Directors determines it is in
the best interest of the Company to hold such vote with different
frequency.
LAMAR ADVERTISING COMPANY (NASDAQ:LAMR) Recent Trading Information
LAMAR ADVERTISING COMPANY (NASDAQ:LAMR) closed its last trading session up +0.76 at 70.77 with 610,648 shares trading hands.