-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ExvIbeVb6jAQiMhomMaWSt5bb3fDUrNgn3jgQ2cSJeBxluNPR2hTki7Psel4vCQu NeNp1KTE6Ff+9NmlapHuBA== 0000950134-07-025531.txt : 20071217 0000950134-07-025531.hdr.sgml : 20071217 20071217162923 ACCESSION NUMBER: 0000950134-07-025531 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071213 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20071217 DATE AS OF CHANGE: 20071217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING CO/NEW CENTRAL INDEX KEY: 0001090425 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721449411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30242 FILM NUMBER: 071310353 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING COMPANY STREET 2: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING COMPANY STREET 2: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FORMER COMPANY: FORMER CONFORMED NAME: LAMAR NEW HOLDING CO DATE OF NAME CHANGE: 19990716 8-K 1 d52408e8vk.htm FORM 8-K e8vk
 

 
 
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): December 13, 2007
LAMAR ADVERTISING COMPANY
(Exact Name of Registrant as Specified in Charter)
         
Delaware   0-30242   72-1449411
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(Address of Principal Executive Offices) (Zip Code)
(225) 926-1000
(Registrant’s telephone number, including area code)
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:
     
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))
 
 

 

 

     
Item 5.02.      
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Per the recommendation of its Nominating and Governance Committee and pursuant to Article II, Sections 3 and 4 of the Company’s Amended and Restated By-Laws, the Board of Directors of Lamar Advertising Company (the “Company”) expanded the Board of Directors from seven to eight members and elected John E. Koerner, III as a director to fill the vacancy in the Board created thereby to serve until the Company’s next Annual Meeting of the Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Koerner was also appointed to serve as a member of the Company’s Audit Committee.
Mr. Koerner has been the managing member of Koerner Capital, LLC, a private investment company, or the President of its predecessor, Koerner Capital Corporation since 1995. He serves on a number of business boards including Legg Mason, Inc., St. Charles Pharmaceuticals, Finetooth, Inc. and Selltis.
As a non-employee director, Mr. Koerner will be entitled to the Company’s non-employee director compensation package, which currently consists of both cash and shares of the Company’s Class A common stock. The Company currently pays its non-employee directors $3,500 per month, plus $1,500 for each committee meeting attended. Mr. Koerner also received a restricted stock award of 295 shares of Class A common stock (the “Stock Award”) on the date of his election, which represents the pro rata portion of the $35,000 grant made to non-employee directors also serving on a Committee of the Board for the five months remaining in his current term based upon the $49.36 closing price of the Company’s Class A common stock on the date of election. The Stock Award was 50% vested on the grant date with the remaining 50% to vest on the last day of Mr. Koerner’s term as a director (the business day prior to the Company’s next Annual Stockholders’ Meeting).
Other than receiving the standard fees for serving on the Board described above, there have been no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Koerner had or will have a direct or indirect material interest. There are no family relationships between Mr. Koerner and any other officer or director of the Company. There are no arrangements or understandings between Mr. Koerner and any other person, pursuant to which Mr. Koerner was selected as a director.

 

 

SIGNATURE
     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.
         
  LAMAR ADVERTISING COMPANY
                       (Registrant)
 		  
Date: December 14, 2007  By:   /s/ Keith Istre   
    Name:   Keith Istre   
    Title:   Chief Financial Officer   
 

 

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