Current Report Filing (8-k)
November 17 2014 - 02:50PM
Edgar (US Regulatory)
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):
November 17, 2014
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
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0-30242 |
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72-1449411 |
(State or other jurisdiction
of incorporation) |
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(Commission File
Number) |
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(IRS Employer
Identification No.) |
5321 Corporate Boulevard, Baton Rouge, Louisiana 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrants 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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 17, 2014, Lamar Advertising Company (the Company) held a special meeting of stockholders to consider and act upon
the two proposals listed below, both of which were approved. Only stockholders of record as of the close of business on October 3, 2014, were entitled to vote at the special meeting. As of October 3, 2014, 80,828,878 shares of Class A
common stock, 14,610,365 shares of Class B common stock and 5,719.49 shares of Series AA preferred stock of the Company were outstanding and entitled to vote at the special meeting. With respect to the matters submitted for vote at the special
meeting, each share of Class A common stock is entitled to one vote, each share of Class B common stock is entitled to ten votes and each share of Series AA preferred stock is entitled to one vote. At the special meeting, 65,338,685
shares of Class A common stock, all 14,610,365 shares of Class B common stock, and all 5,719.49 shares of Series AA preferred stock of the Company were represented, in person or by proxy, constituting a quorum for the
meeting.
The following two proposals, each of which is described in detail in the Companys definitive proxy statement filed with
the Securities and Exchange Commission on October 17, 2014 (the Proxy), were before the meeting, and they received the following votes:
Proposal 1: |
Proposal to adopt the Agreement and Plan of Merger dated August 27, 2014, between Lamar Advertising Company and Lamar Advertising REIT Company, a newly formed wholly owned subsidiary of Lamar Advertising
Company, which is part of the reorganization through which Lamar Advertising Company intends to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes. |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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211,423,030.49 |
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6,936 |
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18,088 |
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0 |
Proposal 2: |
Proposal to permit Lamar Advertising Companys board of directors to adjourn the special meeting, if necessary, for further solicitation of proxies if there are not sufficient votes at the originally
scheduled time of the special meeting to approve proposal 1. |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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207,461,894.49 |
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3,965,880 |
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20,279 |
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0 |
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.
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Date: November 17, 2014 |
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LAMAR ADVERTISING COMPANY |
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By: |
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/s/ Keith A. Istre |
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Keith A. Istre |
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Treasurer and Chief Financial Officer |
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