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 11, 2022. A total of 35,115,477 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 one Class I
Director whose term will expire at the 2024 Annual Meeting of Stockholders, two
Class II Directors whose terms will each expire at the 2025 Annual Meeting of
Stockholders and one Class III Director whose term will 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 2022; (iii) an advisory vote on the Company's 2021 executive compensation;
and (iv) the approval of the Company's 2022 Directors Stock Compensation Plan.
(1) Election of Directors. At the meeting, the Stockholders elected Teresa L.
White to serve as a Class I Director, whose term will expire at the 2024 Annual
Meeting of Stockholders, Homaira Akbari and Diana M. Murphy, each to serve as a
Class II Director, whose terms will expire at the 2025 Annual Meeting of
Stockholders, and James L. Liang to serve as a Class III Director, whose term
will expire at the 2023 Annual Meeting of Stockholders. The votes cast with
respect to Ms. White, Dr. Akbari, Ms. Murphy and Mr. Liang were as follows:
Director Votes For Votes Against Abstain Broker Non-Votes
Teresa L. White 33,775,319 102,721 137,596 1,099,841
Homaira Akbari 33,101,177 776,220 138,239 1,099,841
Diana M. Murphy 32,117,853 1,760,705 137,078 1,099,841
James L. Liang 33,831,786 46,023 137,827 1,099,841
(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 2022. This proposal received 34,296,928
affirmative votes and 682,151 negative votes. There were 136,398 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 Company's stockholders approve, on an advisory basis, the
compensation of the Named Executives, as disclosed in the Company's Proxy
Statement for the 2022 Annual Meeting pursuant to the compensation disclosure
rules of the Securities and Exchange Commission, including the Compensation
Discussion and Analysis, the 2021 Summary Compensation Table and the other
related tables and disclosure."
This proposal received 32,884,349 affirmative votes and 969,507 negative votes.
There were 161,780 abstentions and 1,099,841 broker non-votes with respect to
this proposal.
(4) Approval of 2022 Directors Stock Compensation Plan. At the meeting, the
Stockholders voted to approve the 2022 Directors Stock Compensation Plan. This
proposal received 33,369,216 affirmative votes and 538,980 negative votes. There
were 107,440 abstentions and 1,099,841 broker non-votes with respect to this
proposal.
The meeting was then adjourned.
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