Landstar System holders back board and pay plan

Landstar System, Inc. reported the results of its 2026 Annual Meeting of stockholders.

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Form Type

8-K

Rhea-AI Filing Summary

Landstar System, Inc. reported the results of its 2026 Annual Meeting of stockholders. A total of 31,613,594 shares, about 93% of common stock as of the record date, were represented in person or by proxy. Stockholders elected nine directors, each to serve until the 2027 annual meeting.

Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for fiscal 2026, with 31,106,739 votes for and 476,986 against. In an advisory vote on 2025 executive compensation, the say‑on‑pay resolution received 28,709,272 votes for and 1,650,850 against, with additional abstentions and broker non‑votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 31,613,594 shares KPMG ratification votes for: 31,106,739 votes KPMG ratification votes against: 476,986 votes +2 more

5 metrics

Shares represented 31,613,594 shares Approximately 93% of common stock at 2026 Annual Meeting

KPMG ratification votes for 31,106,739 votes Ratification of KPMG LLP as 2026 independent auditor

KPMG ratification votes against 476,986 votes Ratification of KPMG LLP as 2026 independent auditor

Say-on-pay votes for 28,709,272 votes Advisory approval of 2025 executive compensation

Say-on-pay votes against 1,650,850 votes Advisory approval of 2025 executive compensation

Key Terms

independent registered public accounting firm, advisory vote on executive compensation, broker non-votes, Compensation Discussion and Analysis

4 terms

independent registered public accounting firm financial

"the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on executive compensation financial

"an advisory vote on the Company’s 2025 executive compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

broker non-votes financial

"There were 31,851 abstentions and 1,221,621 broker non-votes with respect to this proposal"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Compensation Discussion and Analysis financial

"including the Compensation Discussion and Analysis, the 2025 Summary Compensation Table"

A compensation discussion and analysis is a section in corporate filings that explains how and why executives and other key employees are paid, linking pay choices to company goals, performance measures and risk controls. Investors use it like a company’s playbook for pay to judge whether incentives reward long-term value or encourage short-term risk-taking; clear explanations help assess alignment between management’s interests and shareholders’ returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Landstar System (LSTR) announce from its 2026 Annual Meeting?

Landstar System reported voting results from its 2026 Annual Meeting. Stockholders re-elected nine directors, ratified KPMG LLP as independent auditor for 2026, and approved on an advisory basis the company’s 2025 executive compensation as disclosed in the proxy statement.

How many Landstar System (LSTR) shares were represented at the 2026 Annual Meeting?

A total of 31,613,594 Landstar System shares were represented at the 2026 Annual Meeting. This equaled approximately 93% of the company’s common stock issued and outstanding as of the record date, indicating high stockholder participation in the voting process.

Were all director nominees elected at Landstar System’s 2026 Annual Meeting?

Yes, all nine director nominees were elected at Landstar System’s 2026 Annual Meeting. Each of 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 will serve until the 2027 annual meeting.

How did Landstar System (LSTR) stockholders vote on the ratification of KPMG LLP?

Stockholders ratified KPMG LLP as Landstar System’s independent registered public accounting firm for fiscal 2026. The proposal received 31,106,739 votes in favor, 476,986 votes against, and 29,869 abstentions, reflecting broad support for retaining KPMG in this role.

What was the outcome of Landstar System’s say-on-pay vote for 2025 executive compensation?

Landstar System stockholders approved the advisory say-on-pay resolution on 2025 executive compensation. The proposal received 28,709,272 affirmative votes and 1,650,850 negative votes, with 31,851 abstentions and 1,221,621 broker non-votes, signaling support for the disclosed compensation program.

Which key matters were voted on at Landstar System’s 2026 Annual Meeting?

Stockholders voted on three main items: election of nine directors to terms ending at the 2027 annual meeting, ratification of KPMG LLP as independent auditor for fiscal 2026, and an advisory approval of 2025 executive compensation as described in the company’s proxy statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/06/2026 - 08:57 AM EDT

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) May 5, 2026

LOGO

LANDSTAR SYSTEM, INC.

(Exact name of registrant as specified in its charter)


Delaware	021238	06-1313069
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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))

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


Title of each class	Trading Symbol(s)	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 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.

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 6, 2026	By:	/s/ James P. Todd
		Name:	James P. Todd
		Title:	Vice President, Chief Financial Officer and Assistant Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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