Landstar System Inc.

05/06/2026 | Press release | Distributed by Public on 05/06/2026 06:58

Proxy Results (Form 8-K)

Item 5.07

Submission of Matters to a Vote of Security Holders

Landstar System, Inc. (the "Company") held its 2026 Annual Meeting on May 5, 2026. A total of 31,613,594 shares, or approximately 93% 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 Company's stockholders (the "Stockholders") at the 2026 Annual Meeting included: (i) the election of nine Directors whose terms will expire at the 2027 annual meeting of stockholders (the "2027 Annual Meeting"); (ii) the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026; and (iii) an advisory vote on the Company's 2025 executive compensation.

(1) Election of Directors. At the meeting, Homaira Akbari, David G. Bannister, J. Barr Blanton, Melanie M. Hart, James L. Liang, Frank A. Lonegro, Diana M. Murphy, George P. Scanlon and Teresa L. White were each elected by the Stockholders to serve a new term as a Director on the Board, with such term to expire at the 2027 Annual Meeting. The votes cast with respect to Dr. Akbari, Mr. Bannister, Mr. Blanton, Ms. Hart, Mr. Liang, Mr. Lonegro, Ms. Murphy, Mr. Scanlon and Ms. White were as follows:

Director Votes For Votes Against Abstain Broker Non-Votes

Homaira Akbari

29,260,412 1,110,285 21,276 1,221,621

David G. Bannister

28,929,147 1,426,399 36,427 1,221,621

J. Barr Blanton

30,144,955 201,001 46,017 1,221,621

Melanie M. Hart

30,161,411 200,304 30,258 1,221,621

James L. Liang

29,821,894 547,285 22,794 1,221,621

Frank A. Lonegro

29,887,670 473,378 30,925 1,221,621

Diana M. Murphy

28,725,593 1,630,078 36,302 1,221,621

George P. Scanlon

29,800,078 574,326 17,569 1,221,621

Teresa L. White

29,784,053 569,388 38,532 1,221,621

(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 2026. This proposal received 31,106,739 affirmative votes and 476,986 negative votes. There were 29,869 abstentions with respect to this proposal.

(3) Advisory Vote on Executive Compensation. At the meeting, the Stockholders voted to approve, on an advisory basis, 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 2026 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2025 Summary Compensation Table and the other related tables and disclosure."

This proposal received 28,709,272 affirmative votes and 1,650,850 negative votes. There were 31,851 abstentions and 1,221,621 broker non-votes with respect to this proposal.

The meeting was then adjourned.

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