Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 10, 2023, the stockholders (the “Stockholders”) of Landstar System, Inc. (the “Company”) voted at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) to approve amendments to the Company’s Restated Certificate of Incorporation (the “Certificate”) to (i) declassify the Company’s Board of Directors (the “Board”) over a two-year period beginning at the 2023 Annual Meeting and provide for the annual election of all directors beginning at the Company’s 2025 annual meeting of stockholders and (ii) provide that any annually elected director of the Company may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of directors (the foregoing amendments to the Certificate, the “COI Amendments”). Directors elected to serve a three-year term at the 2021 annual meeting of stockholders or the 2022 annual meeting of stockholders will continue to be removable only for cause. The COI Amendments became effective upon the filing of a Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware on May 10, 2023.
In addition, in connection with the stockholder approval of the COI Amendments, the Board made conforming amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective upon the filing of the Restated Certificate with the Secretary of State of the State of Delaware.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate and Bylaws, which are attached hereto as Exhibits 3.1 and 3.2 to this report, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2023 Annual Meeting on May 10, 2023. A total of 33,973,077 shares, or approximately 94% 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 at the 2023 Annual Meeting included: (i) the election of three Directors whose terms will expire at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”); (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023; (iii) the proposal to approve the COI Amendments (the “Declassification Proposal”); (iv) an advisory vote on the Company’s 2022 executive compensation; and (v) an advisory vote on the frequency of the advisory vote on executive compensation.
(1) Election of Directors. At the meeting, David G. Bannister, James L. Liang, and George P. Scanlon were each elected by the Stockholders to serve a new term as a Director on the Board, with such term to expire at the 2024 Annual Meeting. The votes cast with respect to Mr. Bannister, Mr. Liang and Mr. Scanlon were as follows:
|
|
|
|
|
|
|
|
|
| Director |
|
Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| David G. Bannister |
|
31,207,673 |
|
1,595,877 |
|
22,080 |
|
1,147,447 |
| James L. Liang |
|
32,362,985 |
|
440,498 |
|
22,147 |
|
1,147,447 |
| George P. Scanlon |
|
32,312,626 |
|
490,858 |
|
22,146 |
|
1,147,447 |
(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 2023. This proposal received 33,395,370 affirmative votes and 556,870 negative votes. There were 20,837 abstentions with respect to this proposal.
(3) Declassification Proposal. At the meeting, the Stockholders voted to approve the Declassification Amendment. This proposal received 32,790,155 affirmative votes and 4,673 negative votes. There were 30,802 abstentions and 1,147,447 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 2023 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2022 Summary Compensation Table and the other related tables and disclosure.”
This proposal received 31,054,801 affirmative votes and 1,719,176 negative votes. There were 51,653 abstentions and 1,147,447 broker non-votes with respect to this proposal.
(5) 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.
