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 17, 2016. A total of 40,211,087 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 2018 Annual Meeting of Stockholders and the election of three Class II Directors whose terms will each expire at the 2019 Annual Meeting of Stockholders; (ii) the ratification of the
appointment of KPMG LLP as the Companys independent registered public accounting firm for fiscal year 2016; (iii) an advisory vote on the Companys 2015 executive compensation; (iv) the approval of the Companys Amended and
Restated 2013 Directors Stock Compensation Plan; and (v) the re-approval of the material terms of performance goals under the Companys 2011 Equity Incentive Plan.
(1)
Election of Directors
. At the meeting, the Stockholders elected Anthony J. Orlando to serve as a Class I Director, whose term will expire at
the 2018 Annual Meeting of Stockholders, and Homaira Akbari, Diana M. Murphy and Larry J. Thoele, each to serve as a Class II Director, whose term will expire at the 2019 Annual Meeting of Stockholders. The votes cast with respect to
Mr. Orlando, Dr. Akbari, Ms. Murphy and Mr. Thoele were as follows:
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Director
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Votes For
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Withheld
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Broker Non-Votes
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Anthony J. Orlando
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38,008,552
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681,810
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1,520,725
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Homaira Akbari
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37,871,706
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818,656
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1,520,725
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Diana M. Murphy
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37,646,236
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1,044,126
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1,520,725
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Larry J. Thoele
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38,009,399
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680,963
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1,520,725
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(2)
Ratification of Appointment of KPMG LLP
. At the meeting, the Stockholders ratified the appointment of KPMG LLP as
the Companys independent registered public accounting firm for fiscal year 2016. This proposal received 39,588,773 affirmative votes and 597,755 negative votes. There were 24,559 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 Companys stockholders approve, on an advisory basis, the compensation of the Named Executives, as disclosed in the
Companys Proxy Statement for the 2016 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2015 Summary Compensation Table and the other
related tables and disclosure.
This proposal received 37,710,620 affirmative votes and 923,736 negative votes. There were 56,006 abstentions and
1,520,725 broker non-votes with respect to this proposal.
(4)
Approval of the Amended and Restated 2013 Directors Stock Compensation Plan
. At the
meeting, the Stockholders voted to approve the Amended and Restated 2013 Directors Stock Compensation Plan.
This proposal received 37,668,181 affirmative
votes and 997,136 negative votes. There were 25,045 abstentions and 1,520,725 broker non-votes with respect to this proposal.
(5)
Re-Approval of
Material Terms of Performance Goals Under the Companys 2011 Equity Incentive Plan
. At the meeting, the Stockholders voted to re-approve the material terms of performance goals under the Companys 2011 Equity Incentive Plan.
This proposal received 36,942,000 affirmative votes and 1,701,639 negative votes. There were 46,723 abstentions and 1,520,725 broker non-votes with respect to
this proposal.
The meeting was then adjourned.