Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2019 Annual Meeting (as defined below) of Lamar Advertising Company (the “Company”), the Company’s stockholders approved an amendment and restatement of the 1996 Equity Incentive Plan, as amended, to increase the number of shares of Class A Common Stock of the Company available for issuance under the plan by 2,000,000 shares from 15,500,000 to 17,500,000 shares. A copy of the 1996 Equity Incentive Plan, as amended and restated, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
Additionally, at the 2019 Annual Meeting of the Company, the Company’s stockholders also approved the Company’s new 2019 Employee Stock Purchase Plan (the “2019 ESPP”), which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02. Under the 2019 ESPP, eligible employees of the Company may purchase shares of Class A Common Stock at a discount from fair market value. 300,000 shares of Class A Common Stock (subject to adjustments for stock-splits and similar capital changes) are reserved for issuance under the 2019 ESPP, plus (i) all shares, if any, that remain available for purchase under the Company’s existing 2009 Employee Stock Purchase Plan (the “2009 ESPP”) upon its termination on June 30, 2019 and (ii) an annual increase of a maximum of 500,000 shares per year beginning in 2020. The 2019 ESPP will be effective upon the termination of the 2009 ESPP.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 30, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”). Only stockholders of record as of the close of business on April 1, 2019 were entitled to vote at the 2019 Annual Meeting. As of April 1, 2019, 85,584,434 shares of Class A Common Stock, 14,420,085 shares of Class B Common Stock, and 5,719.49 shares of Series AA Preferred Stock were outstanding and entitled to vote at the 2019 Annual Meeting. With respect to the matters submitted for vote at the 2019 Annual Meeting, each share of Class A Common Stock is entitled to one vote, each share of Class B Common Stock is entitled to ten votes, and each share of Series AA Preferred Stock is entitled to one vote. At the 2019 Annual Meeting, 82,764,875 shares of Class A Common Stock, all shares of Class B Common Stock, and all shares of Series AA Preferred Stock of the Company were represented, in person or by proxy, constituting a quorum for the meeting.
The following four proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2019, were before the meeting, and they received the following votes:
Proposal 1: Election of Eight Directors to Serve until the 2020 Annual Meeting.The following individuals were elected to serve as directors of the Company:
| | | | | | | | | | | | |
Name of Director Nominees | | For | | | Withheld | | | Broker Non-Votes | |
| | | |
John E. Koerner, III | | | 201,570,147.49 | | | | 18,236,597 | | | | 7,164,700 | |
| | | |
Marshall A. Loeb | | | 219,273,224.49 | | | | 533,520 | | | | 7,164,700 | |
