LANDSTAR SYSTEM INC 021-238 false 0000853816 0000853816 2023-12-04 2023-12-04





Washington, D.C. 20549






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 5, 2023 (December 4, 2023)






(Exact name of registrant as specified in its charter)




Delaware   021238   06-1313069

(State or other jurisdiction

of incorporation)



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)


(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock   LSTR   NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 8.01 Other Events.

On December 4, 2023, the Board of Directors (the “Board”) of Landstar System, Inc. (the “Company”) authorized the Company to purchase up to 319,332 additional shares of its common stock, par value $0.01 per share (the “Common Stock”), from time to time in the open market and in privately negotiated transactions under its share purchase program. No specific expiration date has been assigned to the December 4, 2023 authorization. The December 4, 2023 authorization is in addition to the existing authorization to purchase shares of Common Stock under the Company’s share purchase program. In the aggregate, as of December 4, 2023, the Company has authorization to purchase up to 3,000,000 shares of its Common Stock under its share purchase program. Also on December 4, 2023, the Board declared a special cash dividend of $2.00 per share to holders of Common Stock. The dividend will be paid on or about January 19, 2024, to stockholders of record as of the close of business on January 3, 2024.


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.


Date: December 5, 2023       By:  

/s/ James P. Todd

      Name:   James P. Todd
      Title:   Vice President, Chief Financial Officer and Assistant Secretary