UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 14, 2020 (
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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 12, 2021. A total of 36,871,605 shares, or approximately 96% 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 two Class I Directors whose terms will each expire at the 2024 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 2021; and (iii) an advisory vote on the Company’s 2020 executive compensation.
(1) Election of Directors. At the meeting, the Stockholders elected James B. Gattoni and Anthony J. Orlando, each to serve as a Class I Director, whose term will expire at the 2024 Annual Meeting of Stockholders. The votes cast with respect to Messrs. Gattoni and Orlando were as follows:
| Director | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||
| James B. Gattoni |
34,866,513 | 993,486 | 20,173 | 991,433 | ||||
| Anthony J. Orlando |
33,863,680 | 1,995,888 | 20,604 | 991,433 |
(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 2021. This proposal received 36,152,601 affirmative votes and 699,345 negative votes. There were 19,659 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 2021 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2020 Summary Compensation Table and the other related tables and disclosure.”
This proposal received 35,400,071 affirmative votes and 397,307 negative votes. There were 82,794 abstentions and 991,433 broker non-votes with respect to this proposal.
The meeting was then adjourned.
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: May 14, 2021 | By: | /s/ James B. Gattoni | ||||
| Name: James B. Gattoni | ||||||
| Title: President and Chief Executive Officer | ||||||