[8-K] LANDSTAR SYSTEM INC Reports Material Event
Landstar System, Inc. appointed Barr Blanton and Melanie Housey Hart to its Board of Directors, effective October 31, 2025, and expanded the Board to ten members. The Board determined both new directors are independent under SEC and Nasdaq rules, financially literate, and eligible to serve on key committees. Ms. Hart was also designated an “audit committee financial expert.”
Both directors were appointed to the Audit, Compensation, Corporate Governance, Nominating and Sustainability, Safety and Risk, and Strategic Planning Committees. Each will receive a restricted stock award equal to $80,959 divided by the fair market value of Landstar common stock on October 31, 2025, rounded to whole shares, and an annual cash retainer of $100,000 payable quarterly, pro‑rated for Q4 2025. Each will enter into the Company’s standard Indemnification Agreement.
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Insights
Board expanded, two independent directors appointed with full committee coverage; governance capacity increases, impact likely modest.
The Board of Landstar System, Inc. added two independent directors, Barr Blanton and Melanie Housey Hart, effective
Compensation aligns with the 2022 Directors Stock Compensation Plan: each will receive a restricted stock award equal to
This enhances oversight bandwidth and committee continuity, particularly in audit oversight through the expert designation. Items to watch include committee reconstitutions, any changes disclosed in the proxy ahead of the 2026 annual meeting, and the effective date
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On October 30, 2025, the Board of Directors (the “Board”) of Landstar System, Inc. (the “Company”) elected Barr Blanton and Melanie Housey Hart to the Board, effective October 31. The current term of the appointments of Mr. Blanton and Ms. Hart will each expire at the Company’s 2026 annual meeting of stockholders. In connection with the appointments of Mr. Blanton and Ms. Hart, the size of the Board was expanded to ten members.
The Board has determined that Mr. Blanton and Ms. Hart each satisfy the independence requirements under the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder (the “Exchange Act Rules”) and the rules promulgated by The Nasdaq Stock Market, Inc. with respect to corporate governance matters (the “Nasdaq Rules”). In addition, the Board has determined that both Mr. Blanton and Ms. Hart are “financially literate” within the meaning of the Nasdaq Rules and meet the applicable requirements under the Exchange Act Rules and the Nasdaq Rules for service on the Audit Committee, the Compensation Committee, and the Corporate Governance, Nominating and Sustainability Committee. The Board has appointed both Mr. Blanton and Ms. Hart to the Audit Committee, the Compensation Committee, the Corporate Governance, Nominating and Sustainability Committee, the Safety and Risk Committee and the Strategic Planning Committee, in each case effective immediately upon joining the Board. The Board has also determined that Ms. Hart meets the requirements of an “audit committee financial expert” under the standards established by Item 407(d) of Regulation S-K under the Exchange Act Rules.
Under the Company’s 2022 Directors Stock Compensation Plan, as amended (the “Directors Stock Plan”), in the event that a non-employee director commences a term of Board service that is less than one year, such non-employee director shall be entitled to receive a restricted stock award equal to the quotient of (i) $150,000 multiplied by a fraction, the numerator of which is 365 minus the number of days from the Company’s most recent annual meeting of stockholders through the date the new director commences service on the Board, and the denominator of which is 365, divided by (ii) the fair market value of a share of common stock of the Company, par value $.01 per share (the “Common Stock”), on the date of grant, rounded to the nearest whole number of shares. In connection with the appointments of Mr. Blanton and Ms. Hart to the Board, the Board has determined each is entitled to receive a restricted stock award under the Directors Stock Plan in an amount equal to $80,959 divided by the fair market value of a share of Common Stock on October 31, 2025, which will be the date of grant, rounded to the nearest whole number of shares. In addition, the Board has previously determined that each non-employee director of the Company is entitled to receive an annual fee of $100,000, payable in quarterly installments. Accordingly, Mr. Blanton and Ms. Hart will each receive such fee, effective as of October 31, 2025, with Mr. Blanton and Ms. Hart each receiving a pro-rated payment for the 2025 fourth quarter based on the number of days served on the Board during such quarter. Mr. Blanton and Ms. Hart will each also enter into an Indemnification Agreement with the Company, substantially in the form filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003. This Indemnification Agreement is substantially identical to the Indemnification Agreements entered into by the Company with other members of the Board.
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: October 30, 2025 | By: | /s/ James P. Todd | ||||
| Name: | James P. Todd | |||||
| Title: | Vice President, Chief Financial Officer and Assistant Secretary | |||||
