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o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Under Rule 14a-12 |
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
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(4) | Date Filed: |
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/s/HENRY H. GERKENS | |
Henry H. Gerkens | |
Chief Executive Officer |
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By Order of the Board of Directors | |
/s/ Robert C. Larose | |
Robert C. LaRose | |
Executive Vice President, Chief Financial Officer and Secretary |
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Name | Age | Business Experience | ||||
CLASS III — Nominees to serve as Directors until the 2008 Annual Meeting | ||||||
David G. Bannister | 49 | Mr. Bannister has been a Director of the Company since April 1991 and was a Director of Landstar System Holdings, Inc. (a wholly-owned subsidiary of the Company) (“LSHI”) from October 1988 to July 2004. Mr. Bannister is an independent investor. From 1998 to 2003, Mr. Bannister was a General Partner of Grotech Capital Group, a private equity and venture capital firm. Prior to joining Grotech Capital Group in May 1998, Mr. Bannister was a Managing Director at Deutsche Bank Alex. Brown Incorporated. Mr. Bannister also serves on the Board of Directors of Allied Holdings, Inc. | ||||
Jeffrey C. Crowe | 58 | Mr. Crowe has been Chairman of the Board of the Company since April 1991. Mr. Crowe was Chief Executive Officer of the Company from December 2001 to June 30, 2004 and President and Chief Executive Officer of the Company from April 1991 to December 2001. He was Chief Executive Officer of LSHI from June 1989 to June 30, 2004. He was Chairman of the Board of LSHI from March 1991 to June 30, 2004. Mr. Crowe was a member of the Board of Directors of each wholly-owned direct or indirect subsidiary of the Company (collectively the “Subsidiaries”) except Signature Insurance Company (“Signature”) until June 30, 2004 namely: Landstar Gemini, Inc. (“Landstar Gemini”) Landstar Inway, Inc. (“Landstar Inway”), Landstar Ligon, Inc., (“Landstar Ligon”), Landstar Contactor Financing, Inc. (“LCFI”), Landstar Carrier Services, Inc. (“LCS”), Risk Management Claim Services, Inc., (“RMCS”), Landstar Ranger, Inc., (“Landstar Ranger”), Signature Technology Services, Inc. (“STSI”), Landstar Corporate Services, Inc. (“LCSI”), Landstar Express America, Inc. (“Landstar Express America”) and Landstar Logistics, Inc. (“Landstar Logistics”). Mr. Crowe has served as a Director of the U.S. Chamber of Commerce since February 1998, serving as Vice Chairman from June 2002 until May 2003 and served as Chairman of the U.S. Chamber of Commerce from June 2003 to June 2004. He has served as Chairman of the National Defense Transportation Association (“NDTA”) from October 1993 to July 2003. He served as a Director of Silgan Holdings Inc. since May 1997, a Director of the National Chamber Foundation since November 1997 and a Director of SunTrust Banks, Inc. since April 2004. He became a member of the Board of Trustees of United Way North East Florida in August 2003. He served as a member of the Board of Advisors for the U.S. Merchant Marine Academy Global Maritime and Transportation School from April 2001 to April 2002 and served as a Director for the ENO Transportation Foundation, Inc. from October 2001 until January 2004. |
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Name | Age | Business Experience | ||||
CLASS I — Directors whose term expire at the 2006 Annual Meeting | ||||||
Ronald W. Drucker | 63 | Mr. Drucker has been a Director of the Company since April 1994 and was a Director of LSHI from April 1994 to July 2004. Mr. Drucker is a consultant. From 1966 through 1997 Mr. Drucker served with CSX Corporation and predecessor companies in various capacities including President and CEO of CSX Rail Transport and Chairman of the Board of Encompass, a global logistics information joint venture of AMR and CSX Corporation. He is a member of the American Railway Engineering and Maintenance-of-Way Association and the American Society of Civil Engineers. He is Chairman of the Board of Trustees of The Cooper Union for the Advancement of Science and Art and serves on the Board of Directors of SunTrust Bank-North Florida, the National Defense Transportation Association and the L.D. Pankey Dental Foundation. | ||||
Henry H. Gerkens | 54 | Mr. Gerkens has been a Director of the Company and LSHI since May 2000. Mr. Gerkens has been President and Chief Executive Officer of the Company and LSHI since July 1, 2004. He was President and Chief Operating Officer of the Company and LSHI from December 2001 to June 30, 2004. He served as Executive Vice President and Chief Financial Officer of the Company and LSHI from November 1994 to July 2001. He served as Vice President and Chief Financial Officer of the Company from January 1993 to November 1994 and held the same positions at LSHI from August 1988 to November 1994. He is a member of the Board of Directors of each of the Subsidiaries. | ||||
CLASS II — Directors whose terms expire at the 2007 Annual Meeting | ||||||
Merritt J. Mott | 59 | Mr. Mott has been a Director of the Company since August 1994 and was a Director of LSHI from August 1994 to July 2004. He is the Owner and Chief Executive Officer of Rockford Sanitary Systems, Inc. Mr. Mott also serves as a consultant to various private enterprises. From 1980 through 1996, he served in various capacities at Mott Bros. Company including Executive Vice President and Chief Financial Officer. Mr. Mott was a Director of Rockford Health Plans from 1994 through 1997. He serves as a Director of Blackhawk Bancorp, Inc. and has served as a trustee of the William Howard Trust since 1984. | ||||
William S. Elston | 64 | Mr. Elston has been a Director of the Company since February 1998 and was a Director of LSHI from February 1998 to July 2004. Mr. Elston was an Executive Recruiting Consultant from December 1999 until December 2003. He was President and Chief Executive Officer of Clean Shower, L.P. from November 1998 to December 1999. He served as Managing Director/ Executive Vice President of DHR, International, an executive recruiting firm, from February 1995 to November 1998. He was Executive Vice President of Operations, Steelcase, Inc., April 1994 to January 1995. Mr. Elston was President and Chief Executive Officer of GATX Logistics, Inc. from 1990 through March 1994. |
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Name | Age | Business Experience | ||||
Diana M. Murphy | 48 | Ms. Murphy has been a Director of the Company since February 1998, was a director of LSHI from February 1998 to July 2004 and has been a Managing Director in the private equity firm of Chartwell Capital Management Company since 1997. Ms. Murphy was an associate with Chartwell Capital and served as interim President for one of Chartwell’s portfolio companies, Strategic Media Research, Inc. in 1996. She was Senior Vice President for The Baltimore Sun, a division of The Tribune Corporation from 1992 to 1995. Ms. Murphy also serves on the Board of Directors of Raymedica, Inc., eMotion and Enterworks, Inc. |
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THE AUDIT COMMITTEE | |
David G. Bannister, Chairman | |
Ronald W. Drucker | |
William S. Elston | |
Merritt J. Mott | |
Diana M. Murphy |
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Name | Age | Business Experience | ||||
Henry H. Gerkens | 54 | See previous description under ‘Directors of the Company.‘ | ||||
Robert C. LaRose | 50 | Mr. LaRose has been Executive Vice President, Chief Financial Officer and Secretary of the Company and LSHI since January 2005. Mr. LaRose was Vice President, Chief Financial Officer and Secretary of the Company and LSHI from December 2001 to January 2005. He served as Vice President of Finance, Treasurer and Assistant Secretary of the Company and LSHI from September 2001 to December 2001. He served as Vice President of Finance and Treasurer of the Company and LSHI from October 1995 to September 2001. He served as Vice President and Controller of the Company from January 1993 to October 1995 and held the same positions at LSHI from March 1989 to October 1995. Mr. LaRose was Assistant Treasurer of the Company from May 1991 to January 1993. He is also an officer of each of the Subsidiaries. | ||||
Ronald G. Stanley | 54 | Mr. Stanley has been an Executive Officer of the Company since January 2005. He has been President of Landstar Express America and a Vice President of LSHI since 1996. Previously he was Vice President-Marketing and Sales at Roadway Global Air. | ||||
Jim M. Handoush | 43 | Mr. Handoush has been an Executive Officer of the Company since January 2005. He has been President of Landstar Logistics since July 2004. From January 2003 until July 2004, he was Executive Vice President and Chief Financial Officer of Landstar Logistics. From January 1996 until July 2004 he was Vice President and Chief Financial Officer of Landstar Logistics. | ||||
Larry S. Thomas | 44 | Mr. Thomas has been an Executive Officer of the Company since January 2005. He has been Vice President-Chief Information Officer of LSHI since May 2001. He was Vice President Research and Development of LSHI from July 2000 until May 2001. From April 1994 until July 2000 he was Director-MIS of Landstar Ligon. | ||||
James B. Gattoni | 43 | Mr. Gattoni has been an Executive Officer of the Company since January 2005. He has been Vice President-Corporate Controller of LSHI since July 2000. He was Corporate Controller from November 1995 until July 2000. |
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Long-Term | |||||||||||||||||||||||||
Compensation | |||||||||||||||||||||||||
No. of | |||||||||||||||||||||||||
Annual Compensation | Securities | ||||||||||||||||||||||||
Underlying | |||||||||||||||||||||||||
Annual | Other Annual | Options | All Other | ||||||||||||||||||||||
Name and Principal Position | Year | Salary(1) | Bonus(2) | Compensation(3) | Granted | Compensation(4) | |||||||||||||||||||
Henry H. Gerkens* | 2004 | $ | 357,000 | $ | 3,000,000 | $ | 0 | 204,000 | $ | 17,240 | |||||||||||||||
Director, President & | 2003 | 314,000 | 600,000 | 0 | 96,000 | 15,520 | |||||||||||||||||||
Chief Executive Officer | 2002 | 300,000 | 690,000 | 16,425 | 360,000 | 30,486 | |||||||||||||||||||
Jeffrey C. Crowe** | 2004 | 343,000 | 2,000,000 | 0 | 104,000 | 12,568 | |||||||||||||||||||
Non-Executive Chairman | 2003 | 436,000 | 850,000 | 0 | 120,000 | 21,288 | |||||||||||||||||||
and former Chief Executive | 2002 | 420,000 | 950,000 | 65,979 | 480,000 | 114,891 | |||||||||||||||||||
Officer | |||||||||||||||||||||||||
Robert C. LaRose | 2004 | 234,000 | 1,930,000 | 0 | 80,000 | 10,591 | |||||||||||||||||||
Executive Vice President, Chief | 2003 | 234,000 | 340,000 | 0 | 72,000 | 10,591 | |||||||||||||||||||
Financial Officer & Secretary | 2002 | 220,000 | 350,000 | 13,649 | 240,000 | 23,006 | |||||||||||||||||||
Gary W. Hartter | 2004 | 230,000 | 206,582 | 0 | 0 | 14,226 | |||||||||||||||||||
President of Landstar Ranger, | 2003 | 230,000 | 275,000 | 0 | 24,000 | 14,091 | |||||||||||||||||||
Landstar Gemini, Landstar | 2002 | 220,000 | 300,000 | 2,943 | 192,000 | 10,579 | |||||||||||||||||||
Inway & Landstar Ligon | |||||||||||||||||||||||||
Ronald G. Stanley | 2004 | 190,000 | 366,143 | 0 | 0 | 9,346 | |||||||||||||||||||
President of Landstar Express | 2003 | 190,000 | 0 | 0 | 24,000 | 9,308 | |||||||||||||||||||
America | 2002 | 160,000 | 200,000 | 49,731 | 144,000 | 7,235 |
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* | Mr. Gerkens became Chief Executive Officer on July 1, 2004. |
** | Mr. Crowe resigned as Chief Executive Officer effective June 30, 2004. |
(1) | Amounts shown include any salary deferred at the election of the Named Executive under the Landstar 401(k) Savings Plan and/or the Landstar Supplemental Executive Retirement Plan. |
(2) | A portion of the bonus for fiscal 2004 includes shares of Common Stock, in lieu of cash, of 3,200 shares for Messrs. Gerkens, Crowe and LaRose and 1,300 shares for Mr. Stanley. |
(3) | Amounts shown represent amounts reimbursed during the fiscal year for the payment of taxes on behalf of the above Named Executives. |
(4) | Amounts for 2004 include contributions in the amount of $8,200 for Messrs. Gerkens, Crowe, LaRose and Hartter and $7,600 for Mr. Stanley which were made by the Company under the Landstar 401(k) Savings Plan on behalf of each of the Named Executives and contributions made by the Company under the Landstar Supplemental Executive Retirement Plan on behalf of Messrs. Gerkens, Crowe, LaRose, and Hartter in the amounts of $6,080, $520, $1,160, and $1,000, respectively. Amounts for 2004 include the dollar value of term life insurance premiums paid by the Company on behalf of Messrs. Gerkens, Crowe, LaRose, Hartter and Stanley in the amounts of $2,960, $3,848, $1,231, $5,026 and $1,746, respectively. |
Potential Realizable Value | ||||||||||||||||||||||||
at Assumed Annual Rates of | ||||||||||||||||||||||||
No. of Securities | % of | Stock Price Appreciation for | ||||||||||||||||||||||
Underlying | Total | Option Term | ||||||||||||||||||||||
Options | Options | Exercise | Expiration | |||||||||||||||||||||
Granted(1) | Granted | Price | Date | 5% | 10% | |||||||||||||||||||
Henry H. Gerkens | 104,000 | 15.8 | % | $ | 19.0250 | Jan. 02, 2014 | $ | 1,244,331 | $ | 3,153,379 | ||||||||||||||
Henry H. Gerkens | 100,000 | 15.2 | % | $ | 26.4688 | July 01, 2014 | $ | 1,664,609 | $ | 4,218,445 | ||||||||||||||
Jeffrey C. Crowe | 104,000 | 15.8 | % | $ | 19.0250 | Jan. 02, 2014 | $ | 1,244,331 | $ | 3,153,379 | ||||||||||||||
Robert C. LaRose | 80,000 | 12.1 | % | $ | 19.0250 | Jan. 02, 2014 | $ | 957,178 | $ | 2,425,676 | ||||||||||||||
Gary W. Hartter | — | — | — | — | — | — | ||||||||||||||||||
Ronald G. Stanley | — | — | — | — | — | — |
(1) | All the options granted for Messrs. LaRose and Crowe and 104,000 options for Mr. Gerkens shall become exercisable in three equal installments on each of the first three anniversaries of the respective dates of grant, provided the employee is employed by the Company on each such anniversary date. Mr. Gerkens options granted in 2004 also include 100,000 options becoming 100% exercisable on December 31, 2008, provided he is employed by the Company on December 31, 2008. |
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�� | ||||||||||||||||||||||||
Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Options at | In-the-Money Options at | |||||||||||||||||||||||
December 25, 2004 | December 25, 2004(2) | |||||||||||||||||||||||
Shares Acquired | Value | |||||||||||||||||||||||
On Exercise | Realized(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||
Henry H. Gerkens | 317,644 | $ | 5,238,266 | 32,000 | 481,120 | $ | 725,386 | $ | 10,561,950 | |||||||||||||||
Jeffrey C. Crowe | 659,840 | $ | 11,460,222 | 0 | 419,200 | $ | 0 | $ | 10,484,407 | |||||||||||||||
Robert C. LaRose | 270,400 | $ | 4,913,382 | 24,000 | 256,640 | $ | 544,039 | $ | 6,247,088 | |||||||||||||||
Gary W. Hartter | 107,200 | $ | 1,071,862 | 0 | 127,680 | $ | 0 | $ | 3,576,390 | |||||||||||||||
Ronald G. Stanley | 83,680 | $ | 1,164,101 | 0 | 83,680 | $ | 0 | $ | 2,307,162 |
(1) | The value realized represents the difference between the fair market value of the shares acquired on the date of exercise and the exercise price of the option. The fair market value was calculated based upon the average of the high and low bid and ask prices per share of Common Stock as quoted on NASDAQ on the respective option exercise dates. |
(2) | The value of in-the-money options represents the difference between the fair market value of the shares as of December 25, 2004 and the exercise price of the option. The fair market value was calculated based upon the average of the high and low bid and ask prices per share of Common Stock as quoted on the NASDAQ on the last business day of the Company’s fiscal year ended December 25, 2004, which was December 23, 2004. |
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COMPENSATION COMMITTEE OF THE BOARD | |
Ronald W. Drucker, Chairman | |
David G. Bannister | |
William S. Elston | |
Merritt J. Mott | |
Diana M. Murphy |
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Amount and | ||||||||||
Nature of | Ownership | |||||||||
Beneficial | Percent of | |||||||||
Name of Beneficial Owner | Position(s) | Ownership | Class(1) | |||||||
(i) | ||||||||||
FMR Corp.(2)(3) | 9,057,508 | 15.1 | % | |||||||
T. Rowe Price Associates, Inc.(2)(4) | 4,920,200 | 8.2 | % | |||||||
(ii) | ||||||||||
David G. Bannister(5) | Director and Nominee for Director | 55,680 | * | |||||||
Ronald W. Drucker(6) | Director | 150,000 | * | |||||||
Merritt J. Mott(7) | Director | 92,400 | * | |||||||
William S. Elston(8) | Director | 116,000 | * | |||||||
Diana M. Murphy(9) | Director | 176,000 | * | |||||||
Jeffrey C. Crowe(10) | Director and Nominee for Director, Chairman of the Board | 464,324 | * | |||||||
Henry H. Gerkens(11) | Director, President and Chief Executive Officer | 355,176 | * | |||||||
Robert C. LaRose(12) | Executive Vice President, Chief Financial Officer and Secretary | 307,268 | * | |||||||
Ronald G. Stanley(13) | President, Landstar Express America | 62,580 | * | |||||||
Jim M. Handoush | President, Landstar Logistics | 18,858 | * | |||||||
Larry S. Thomas | Vice President, Chief Information Officer | 25,268 | * | |||||||
James B. Gattoni | Vice President, Corporate Controller | 19,516 | * | |||||||
(iii) | ||||||||||
All Directors, Executive Officers and Named Executives as a group (13 persons)(14)(15) | 1,843,070 | 3.0 | % |
(1) | The percentages are based upon 59,983,218 shares, which equal the outstanding shares of the Company as of March 1, 2005. With respect to the calculation of the percentages for beneficial owners who hold options exercisable within 60 days of March 1, 2005, the number of shares of Common Stock on which such percentage is based also includes the number of shares underlying such options. |
(2) | In accordance with the rules of the Securities and Exchange Commission, the information set forth is based on the most recent Schedule 13G (and amendments thereto) filed by this entity. |
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(3) | According to an amendment to its Schedule 13G filed jointly by FMR Corp. with Edward C. Johnson 3d, Abigail P. Johnson and Fidelity Management & Research Company on February 14, 2005, FMR Corp. is the beneficial owner of 9,057,508 shares of Common Stock. Certain of these shares are beneficially owned by FMR Corp. subsidiaries and related entities. The Schedule 13G discloses that FMR Corp. has sole voting power as to 2,093,368 shares of Common Stock, shares power to vote no shares of Common Stock and has sole power to dispose of 9,057,508 shares of Common Stock. The 13G also discloses that Mr. Johnson (Chairman of FMR Corp.) and Ms. Johnson (a Director of FMR Corp.) do not have sole or shared voting power with respect to any shares of Common Stock, but both Mr. and Ms. Johnson have sole power to dispose of 9,057,508 shares of Common Stock. The Schedule 13G states that Mr. and Ms. Johnson and various family members, through their ownership of FMR Corp. voting stock and the execution of a shareholders’ voting agreement, may be deemed to form a controlling group with respect to FMR Corp. Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 6,964,540 shares, or 11.6% of the Common Stock outstanding, as a result of acting as investment adviser to various investment companies (the “Funds”) registered under Section 8 of the Investment Company Act of 1940. Such shares are voted by Fidelity in accordance with written guidelines established by the Funds’ boards of trustees. Mr. Johnson, FMR Corp. and the Funds each has sole power to dispose of the 6,964,540 shares owned by the Funds. Fidelity International Limited (“FIL”), Pembroke Hall, 42 Crowlane, Hamilton, Bermuda, and various foreign-based subsidiaries provide investment advisory and management services to non-U.S. investment companies (the “International Funds”) and certain institutional investors. FIL is the beneficial owner of 517,440 shares of the Common Stock outstanding. As a result of shares owned by a partnership controlled by Mr. Johnson (Chairman of FIL) and members of his family, FMR Corp. and FIL may be deemed to have formed a “group” for purposes of Section 13(d) under the Securities Exchange Act of 1934 (the “34 Act”) and may be required to attribute to each other the beneficial ownership of securities beneficially owned by the other corporation within the meaning of Rule 13d-3 promulgated under the 34 Act. As such, FMR Corp.’s beneficial ownership may include shares beneficially owned by FIL. FMR Corp. and FIL each expressly disclaim beneficial ownership of Common Stock beneficially owned by the other. With the exception of FIL, the business address of each of the foregoing is 82 Devonshire Street, Boston, Massachusetts 02109. |
(4) | According to an amendment to its Schedule 13G filed on February 14, 2005, T. Rowe Price Associates, Inc. (“Price Associates”) is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and is deemed to be the beneficial owner of 4,920,200 shares of Common Stock. Price Associates, however, expressly disclaims that it is, in fact, the beneficial owner of such shares. Price Associates has sole voting power with respect to 1,792,800 of such shares, no shared voting power with respect to such shares, and the sole dispositive power with respect to all 4,920,200 shares. The business address of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202. |
(5) | Includes 48,000 shares that may be acquired upon the exercise of options. |
(6) | Includes 46,000 shares held in trust for which Mr. Drucker has sole voting and investment power, 32,000 shares held in trust for which Mr. Drucker has shared voting and investment power with SunTrust Bank North Florida and 72,000 shares that may be acquired upon the exercise of options. |
(7) | Includes 72,000 shares that may be acquired upon the exercise of options. |
(8) | Includes 80,000 shares that may be acquired upon the exercise of options. |
(9) | Includes 168,000 shares that may be acquired upon the exercise of options. |
(10) | Includes 285,388 shares that may be acquired upon the exercise of options. |
(11) | Includes 238,084 shares that may be acquired upon the exercise of options. |
(12) | Includes 161,296 shares that may be acquired upon the exercise of options. |
(13) | Includes 47,084 shares that may be acquired upon the exercise of options. |
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(14) | Represents amount of shares deemed to be beneficially owned either directly or indirectly by all Directors, Executive Officers and Named Executives as a group. |
(15) | Includes 1,171,852 shares that may be acquired upon the exercise of options. |
PROPOSAL NUMBER TWO — RATIFICATION OF APPOINTMENT |
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Landstar System, Inc. | |
Investor Relations | |
13410 Sutton Park Drive South | |
Jacksonville, FL 32224 | |
Phone: 904-398-9400 |
By Order of the Board of Directors | |
/s/ Robert C. Larose | |
Robert C. LaRose | |
Executive Vice President, Chief Financial Officer & Secretary |
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LANDSTAR SYSTEM, INC.
13410 SUTTON PARK DRIVE SOUTH
JACKSONVILLE, FL 32224
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Henry H. Gerkens and Robert C. LaRose, jointly and severally, as Proxies, each with the power to appoint his substitute, and hereby authorizes each or both of them to represent and to vote, as designated on the reverse side, all of the shares of Common Stock of Landstar System, Inc. held of record by the undersigned on March 18, 2005, at the Annual Meeting of Shareholders to be held on May 12, 2005 or any adjournment thereof. None of the matters to be acted upon, each of which has been proposed by Landstar System, Inc. (the “Company”), is related to or conditioned on the approval of other matters.
**CONTINUED AND TO BE SIGNED ON REVERSE SIDE**
To change your address mark this boxo
To include comments, please mark this boxo
Comments or change of address
______________________________ | Landstar System, Inc. | |
______________________________ | P.O. Box 11113 | |
______________________________ | New York, NY | |
______________________________ | 10203-0113 | |
______________________________ | ||
______________________________ | ||
______________________________ |
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This proxy when properly executed will be voted in accordance with the specifications made herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR ALL Proposals.
**PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE**
VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK.
1. ELECTION OF DIRECTORS
FOR all nominees listed to the right (except as marked to the contrary) | o | (INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name below) | ||
WITHHOLD AUTHORITY to vote for all nominees listed to the right | o | DAVID G. BANNISTER JEFFREY C. CROWE |
2. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2005. |
FORo AGAINSTo ABSTAINo
3. | TO CONSIDER APPROVAL OF AN AMENDMENT TO ARTICLE IV OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY. |
FORo AGAINSTo ABSTAINo
4. | IN THEIR DISCRETION, EACH OF THE PROXIES IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. |
Please sign exactly as your name appears below. When shares are held by joint tenants, both should sign. When signed as attorney, as executor, administrator, trustee or guardian, please give full title as such. If a corporation, sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
DATED: