Landstar System, Inc. (LSTR) Earnings Call Transcript & Summary

Good morning, and welcome to the Landstar System, Inc. Annual Meeting of Shareholders. I would now like to introduce Landstar’s President and CEO, Jim Gattoni.

Thank you. Good morning, ladies and gentlemen. I am Jim Gattoni, President and Chief Executive Officer of Landstar System, Inc. and a member of Landstar's Board of Directors. I'd like to welcome all of you to the 2021 Landstar System Annual Meeting of Stockholders. At this time, I would like to introduce the other members of Landstar's Board of Directors who are here today, beginning with our Chairman of the Board, Diana Murphy. The other members of our Board are Homaira Akbari, David Bannister, Anthony Orlando, George Scanlon and Larry Thoele. I would also like to introduce Landstar's other executive officers who are here today. Mike Kneller, Vice President, General Counsel and Secretary; Rob Brasher, Vice President and Chief Commercial Officer; Ric Coro, Vice President and Chief Information Officer; and Joe Beacom, Vice President and Chief Safety and Operations Officer. Also in attendance today are Roddy Melendez and [ Lauren Mapanue ] from KPMG LLP, the company's independent registered public accounting firm for the 2020 fiscal year. KPMG has also been nominated to serve as the company's independent registered public accounting firm for the 2021 fiscal year. After my report has been completed, there will be a question-and-answer, period during which time the representatives from KPMG will be available to answer questions. It would be appreciated if you would hold your questions until then. Sean Dunleavy of Broadridge is the company's investor -- inspector of election for this meeting. Mr. Dunleavy has signed an oath that he will faithfully execute his duties as the inspector for this election. He will also submit a certified report describing the results of the votes on all matters presented at this meeting. Mr. Dunleavy has advised the company that a quorum is present, the meeting is lawfully and properly convened, and we may proceed with this meeting. Mr. Dunleavy has in his possession a list of the company's stockholders as of the record date. It is available for inspection at this meeting and has been available for more than at least the last 10 days at the principal office of the company. Mr. Kneller, Secretary of the company, has reported that on March 30, 2021, stockholders' record as of March 17, 2021, were mailed a notice and access card regarding the availability of proxy materials for the annual stockholder meeting. Alternatively, stockholders who requested a full mailing were mailed a notice of the meeting together with a proxy, a proxy statement and the company's annual report for 2020. An affidavit of an officer of Broadridge describing these mailings, together with a copy of those documents, will be filed with the minutes of this meeting. The matters set forth in the notice of this meeting will not be considered. Those stockholders who have previously returned their proxies should not vote by using the voting tool on the Annual Meeting portal unless they wish to revoke their proxies. Anyone wishing to vote in-person, including those who wish to revoke their proxies, should vote by using the voting tool on the Annual Meeting portal. If you have filed a proxy with the company or with the inspector of the election, your shares will be voted in accordance with the proxy. [ This ] does not indicate how you wish to vote on one or more proposals on a filed proxy. Your shares will be voted in favor of Proposals 1, 2 and 3. We will present each of the matters to be voted upon and voting will take place after they have been presented and discussed. The first matter to come before the meeting and be voted upon by stockholders is the election of directors. I recognize Joe Beacom.

I move that James B. Gattoni and Anthony J. Orlando, each be elected to serve as a Class I Director on the Landstar Board of Directors for a term to expire at the 2024 annual meeting of stockholders.

I recognize Rob Brasher.

I second the motion.

Are there any nominations from the floor? Is there any discussion as to the nominees? There being no nominations or further discussion, I will entertain a motion that nominations for the election of directors be closed. I recognize Joe Beacom.

I move that the nominations for election of directors be closed.

I recognize Rob Brasher.

I second the motion.

The second matter to be voted on is the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the company's 2021 fiscal year. The Audit committee has selected KPMG, and the Board of Directors recommends that stockholders vote in favor of ratifying this appointment. In this role, KPMG will audit financial statements and perform other accounting services for the company for the fiscal year ending December 25, 2021 or until the Audit committee in its discretion replaces them. I recognize Joe Beacom.

I move that the stockholders ratify the appointment of KPMG LLP as the independent registered public accounting firm for the company's 2021 fiscal year.

I recognize Rob Brasher.

I second the motion.

The third matter to be considered by Landstar's stockholders is the advisory vote to approve the company's executive compensation. I recognize Joe Beacom.

I move that the stockholders vote for the approval on an advisory basis of the compensation paid by the company to its named executives as discussed in the company's proxy statement for the 2021 annual meeting.

I recognize Rob Brasher.

I second the motion.

I'll now proceed with the voting. I declare the polls open at 9:06 a.m. today, May 12, 2021, for each matter to be voted on at this meeting. [Voting]

The meeting is now open for discussion. Is there any discussion on Proposal 1, the election of directors? Proposal 2, the ratification of the appointment of KPMG LLP? Proposal number 3, the advisory vote to approve Landstar's executive compensation? I now declare the polls closed at 9:07 a.m. today, May 12, 2021, for each matter to be voted on at this meeting. Are there any other matters to be properly presented at the meeting? Seeing none. I will now entertain questions from stockholders attending this virtual meeting. Seeing no questions, we will move on and report on balloting. Mr. Dunleavy, the inspector of election for this meeting has reported the results of the balloting to me. I would now like to report the results of the balloting to you. The election to the Board of each of James B. Gattoni and Anthony J. Orlando has been approved. The ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2021 has been approved. The resolution relating to the advisory vote to approve Landstar's executive compensation has been approved. Is there any other business to come before this meeting? Seeing none, I will entertain a motion to adjourn. I recognize Joe Beacom.

I move that the meeting be adjourned.

I recognize Rob Brasher.

I second the motion.

If there are no objections, seeing none, the meeting is adjourned.

Thank you. The Annual Meeting for Landstar System Inc. has now come to an end. Thank you for attending. You may now leave the virtual meeting.