Landstar System (LSTR) Environmental, Social & Governance (ESG) Data

The Company held its 2023 Annual Meeting on May 10, 2023. A total of 33,973,077 shares, or approximately 94% 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 at the 2023 Annual Meeting included: (i) the election of three Directors whose terms will expire at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”); (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023; (iii) the proposal to approve the COI Amendments (the “Declassification Proposal”); (iv) an advisory vote on the Company’s 2022 executive compensation; and (v) an advisory vote on the frequency of the advisory vote on executive compensation.
(1) Election of Directors. At the meeting, David G. Bannister, James L. Liang, and George P. Scanlon were each elected by the Stockholders to serve a new term as a Director on the Board, with such term to expire at the 2024 Annual Meeting. The votes cast with respect to Mr. Bannister, Mr. Liang and Mr. Scanlon were as follows:

(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 2023. This proposal received 33,395,370 affirmative votes and 556,870 negative votes. There were 20,837 abstentions with respect to this proposal.
(3) Declassification Proposal. At the meeting, the Stockholders voted to approve the Declassification Amendment. This proposal received 32,790,155 affirmative votes and 4,673 negative votes. There were 30,802 abstentions and 1,147,447 broker non-votes with respect to this proposal.
(4) 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 2023 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2022 Summary Compensation Table and the other related tables and disclosure.”
This proposal received 31,054,801 affirmative votes and 1,719,176 negative votes. There were 51,653 abstentions and 1,147,447 broker non-votes with respect to this proposal.
(5) Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation. At the meeting, the Stockholders voted to approve an annual advisory vote on executive compensation.

This proposal received 32,097,483 votes in favor of a vote each year, 5,946 votes in favor of a vote every two years and 693,652 votes in favor of a vote every three years. There were 28,549 abstentions and 1,147,447 broker non-votes with respect to this proposal.
The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s Board in the proxy statement for the 2023 Annual Meeting, that the Company will hold future advisory votes on executive compensation on an annual basis until the occurrence of the next advisory vote on the frequency of executive compensation advisory votes. The next advisory vote regarding the frequency of such votes is required to occur no later than the Company’s 2029 annual meeting of stockholders.
The meeting was then adjourned.