8-K
LANDSTAR SYSTEM INC 021-238 false 0000853816 0000853816 2020-05-19 2020-05-19

 

 

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

Date of Report (Date of earliest event reported) May 19, 2020

 

IMAGE

LANDSTAR SYSTEM, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

  

021238

 

06-1313069

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

13410 Sutton Park Drive South, Jacksonville, Florida

  

32224

(Address of principal executive offices)

  

(Zip Code)

(904) 398-9400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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

  

LSTR

  

NASDAQ

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  ☐

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.  ☐

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

Landstar System, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 19, 2020. A total of 36,641,922 shares, or approximately 95% 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 Class III Directors whose terms will each expire at the 2023 Annual Meeting of Stockholders; (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020; (iii) the extension of the term of the Company’s 2011 Equity Incentive Plan and (iv) an advisory vote on the Company’s 2019 executive compensation.

(1) Election of Directors. At the meeting, the Stockholders elected David G. Bannister and George P. Scanlon, each to serve as a Class III Director, whose term will expire at the 2023 Annual Meeting of Stockholders. The votes cast with respect to Messrs. Bannister and Scanlon were as follows:

Director

 

Votes For

   

Votes Against

   

Abstain

   

Broker Non-Votes

 

David G. Bannister

   

34,167,502

     

1,040,417

     

194,561

     

1,239,442

 

George P. Scanlon

   

34,933,935

     

439,947

     

28,598

     

1,239,442

 

(2) Ratification of Appointment of KPMG LLP. At the meeting, the Stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020. This proposal received 35,617,807 affirmative votes and 984,862 negative votes. There were 39,253 abstentions with respect to this proposal.

(3) Extension of Term of 2011 Equity Incentive Plan. At the meeting, the Stockholders voted to approve the extension of the Company’s 2011 Equity Incentive Plan, as described in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders. This proposal received 33,247,917 affirmative votes and 2,106,697 negative votes. There were 47,866 abstentions and 1,239,442 broker non-votes with respect to this proposal.

(4) Advisory Vote on Executive Compensation. At the meeting, the Stockholders voted to approve the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executives, as disclosed in the Company’s Proxy Statement for the 2020 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2019 Summary Compensation Table and the other related tables and disclosure.”

This proposal received 34,915,797 affirmative votes and 372,009 negative votes. There were 114,674 abstentions and 1,239,442 broker non-votes with respect to this proposal.

The meeting was then adjourned.

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.

 

 

LANDSTAR SYSTEM, INC.

             

Date: May 21, 2020

 

 

By:

 

/s/ L. Kevin Stout

 

 

Name:

 

L. Kevin Stout

 

 

Title:

 

Vice President and Chief Financial Officer

v3.20.1
Document and Entity Information
May 19, 2020
Cover [Abstract]  
Entity Registrant Name LANDSTAR SYSTEM INC
Entity File Number 021-238
Amendment Flag false
Entity Central Index Key 0000853816
Document Type 8-K
Document Period End Date May 19, 2020
Entity Incorporation State Country Code DE
Entity Tax Identification Number 06-1313069
Entity Address, Address Line One 13410 Sutton Park Drive South
Entity Address, City or Town Jacksonville
Entity Address, State or Province FL
Entity Address, Postal Zip Code 32224
City Area Code (904)
Local Phone Number 398-9400
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock
Trading Symbol LSTR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false