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 15, 2014
LANDSTAR SYSTEM, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 021238 | 06-1313069 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 13410 Sutton Park Drive South, Jacksonville, Florida | 32224 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(904) 398-9400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
(e) On December 15, 2014, Landstar System, Inc. (the “Company”) announced the promotion of L. Kevin Stout to the position of Vice President, Chief Financial Officer and Assistant Secretary of the Company, effective December 29, 2014, the first business day of the Company’s 2015 fiscal year. Effective with his promotion, Mr. Stout’s annual salary has been increased to $250,000 from $190,000 and his annual target bonus percentage has been increased to 65% from 30% of his annual salary.
A press release announcing these changes was issued by the Company on December 15, 2014, a copy of which is included as Exhibit 99.1 hereto and hereby incorporated by reference.
| Item 9.01 | Exhibits |
Exhibit 99.1 Press Release of Landstar System, Inc., dated December 15, 2014
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.
| LANDSTAR SYSTEM, INC. | ||||||||
| Date: December 15, 2014 | By: | /s/ James B. Gattoni | ||||||
| Name: James B. Gattoni | ||||||||
| Title: President and Chief Financial Officer | ||||||||
Exhibit 99.1
| For Immediate Release | Contact: Patty McMenamin Vice President, Corporate Communications Landstar System, Inc. | |
| December 15, 2014 | 904-398-9400 |
Landstar Promotes Stout to Chief Financial Officer
Jacksonville, Florida—Landstar System, Inc. (NASDAQ:LSTR), a worldwide, asset-light provider of integrated transportation management solutions delivering safe, specialized transportation logistics services, announced today that Kevin Stout has been named Vice President and Chief Financial Officer of the Company, effective December 29, 2014.
Stout, who joined Landstar in 1997 as Director of Financial Reporting, is responsible for safeguarding the Company’s assets, and managing the entire financial and administrative operation for the nearly $3 billion transportation services provider.
“Kevin and I have been working together for more than 17 years,” said Landstar President and CFO Jim Gattoni. “As I take on the role of CEO, Kevin’s promotion is a natural step in our succession planning process. In addition to his impeccable integrity and work ethic, he is a solutions-oriented, team player. His promotion is well-deserved.”
Stout was promoted to Director of Budget and Planning in 2003 and promoted again in 2004 to Vice President of Finance for the Landstar Carrier Group. In 2007, he was named Landstar Vice President and Corporate Controller, and, in 2014, Vice President of Finance and Corporate Controller. He lives in Jacksonville, Florida with his wife, Shannon, and their two children.
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not based on historical facts are “forward-looking statements”. This press release contains forward-looking
statements, such as statements which relate to Landstar’s business objectives, plans, strategies and expectations. Terms such as “anticipates,” “believes,” “estimates,” “intention,” “expects,” “plans,” “predicts,” “may,” “should,” “could,” “will,” the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: an increase in the frequency or severity of accidents or other claims; unfavorable development of existing accident claims; dependence on third party insurance companies; dependence on independent commission sales agents; dependence on third party capacity providers; decreased demand for transportation services; substantial industry competition; disruptions or failures in the Company’s computer systems; dependence on key vendors; changes in fuel taxes; status of independent contractors; regulatory and legislative changes; catastrophic loss of a Company facility; intellectual property; unclaimed property; and other operational, financial or legal risks or uncertainties detailed in Landstar’s Form 10K for the 2013 fiscal year, described in Item 1A Risk Factors, and in other SEC filings from time to time. These risks and uncertainties could cause actual results or events to differ materially from historical results or those anticipated. Investors should not place undue reliance on such forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking statements.
About Landstar:
Landstar System, Inc. is a worldwide, asset-light provider of integrated transportation management solutions delivering safe, specialized transportation logistics services to a broad range of customers utilizing a network of agents, third-party capacity owners and employees. All Landstar transportation services companies are certified to ISO 9001:2008 quality management system standards and RC14001:2013 environmental, health, safety and security management system standards. Landstar System, Inc. is headquartered in Jacksonville, Florida. Its common stock trades on The NASDAQ Stock Market® under the symbol LSTR.
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