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.
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