LANDSTAR SYSTEM, INC. (NASDAQ:LSTR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02(b) Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As of May23, 2017, the date of the 2017 Annual Meeting of
Stockholders of Landstar System, Inc. (the Company), consistent
with disclosure set forth in the Companys Proxy Statement on
Schedule 14A filed on April11, 2017, Michael A. Henning, formerly
a ClassIII Director, retired from the Board upon the completion
of his most recent three year term.
Item5.07 Submission of Matters to a Vote of Security
Holders
The Company held its Annual Meeting of Stockholders on May23,
2017. A total of 40,103,746 shares, or approximately 96% of the
common stock issued and outstanding as of the record date, was
represented in person or by proxy. The matters voted upon by the
stockholders of the Company (the Stockholders) at the meeting
included: (i)the election of two ClassIII Directors whose terms
will each expire at the 2020 Annual Meeting of Stockholders;
(ii)the ratification of the appointment of KPMG LLP as the
Companys independent registered public accounting firm for fiscal
year 2017; (iii) an advisory vote on the Companys 2016 executive
compensation; (iv)an advisory vote on the frequency of the
advisory vote on the Companys executive compensation; and
(v)approval of the Companys Executive Incentive Compensation
Plan.
(1) Election of Directors. At the meeting, the
Stockholders elected David G. Bannister and George P. Scanlon,
each to serve as a ClassIII Director, whose term will expire at
the 2020 Annual Meeting of Stockholders. The votes cast with
respect to Mr.Bannister and Mr.Scanlon were as follows:
| Director | Votes For | Withheld | BrokerNon-Votes | |||||||||
|
David G. Bannister |
37,296,853 | 975,537 | 1,831,356 | |||||||||
|
George P. Scanlon |
38,150,988 | 121,402 | 1,831,356 |
(2) Ratification of Appointment of KPMG LLP. At the
meeting, the Stockholders ratified the appointment of KPMG LLP as
the Companys independent registered public accounting firm for
fiscal year 2017. This proposal received 39,331,854 affirmative
votes and 770,510 negative votes. There were 1,382 abstentions
with respect to this proposal.
(3) Advisory Vote on Executive Compensation. At the
meeting, the Stockholders voted to approve the following
resolution:
RESOLVED, that the Companys stockholders approve, on an advisory
basis, the compensation of the Named Executives, as disclosed in
the Companys Proxy Statement for the 2017 Annual Meeting to the
compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis,
the 2016 Summary Compensation Table and the other related tables
and disclosure.
This proposal received 37,108,532 affirmative votes and 416,462
negative votes. There were 747,396 abstentions and 1,831,356
broker non-votes with respect to this proposal.
(4) Advisory Vote on the Frequency of the Advisory Vote on
Executive Compensation. At the meeting, the Stockholders
voted to approve an annual advisory vote on executive
compensation.
This proposal received 33,551,650 in favor of a vote each year,
9,003 in favor of a vote every two years and 4,693,216 votes in
favor of a vote every three years. There were 18,521 abstentions
and 1,831,356 broker non-votes with respect to this proposal.
(5) Approval of the Executive Incentive Compensation Plan.
At the meeting, the Stockholders voted to approve the Executive
Incentive Compensation Plan.
This proposal received 37,745,458 affirmative votes and 501,316
negative votes. There were 25,616 abstentions and 1,831,356
broker non-votes with respect to this proposal.
The meeting was then adjourned.
About LANDSTAR SYSTEM, INC. (NASDAQ:LSTR)
Landstar System, Inc. (Landstar) is an asset-light provider of integrated transportation management solutions. The Company offers services to its customers across multiple transportation modes, with the ability to arrange for individual shipments of freight to enterprise solutions to manage customer’s transportation needs. It operates in two segments: the Transportation Logistics segment and the Insurance segment. The Transportation Logistics segment provides a range of integrated transportation management solutions. Transportation services offered by it include truckload and less-than-truckload transportation, rail intermodal, air cargo, ocean cargo, expedited ground and air delivery of time-critical freight, heavy-haul or specialized, the United States-Canada and the United States-Mexico cross-border, project cargo and customs brokerage. The insurance segment consists of Signature Insurance Company, which is an offshore insurance subsidiary, and Risk Management Claim Services, Inc. LANDSTAR SYSTEM, INC. (NASDAQ:LSTR) Recent Trading Information
LANDSTAR SYSTEM, INC. (NASDAQ:LSTR) closed its last trading session up +0.10 at 83.75 with 131,587 shares trading hands.