Landstar System Stockholders Reelect Directors, Back KPMG Auditor and Executive Pay at AGM

Key Points

• Stockholders reelected nine directors to Landstar’s board, including CEO Frank Lonegro, with each nominee approved to serve new terms.
• Stockholders ratified KPMG LLP as Landstar’s independent registered public accounting firm for fiscal 2026.
• Stockholders gave advisory approval to the company’s executive compensation as disclosed in the proxy statement.

Landstar System NASDAQ: LSTR held its 2026 Annual Meeting of Stockholders on May 5, 2026, with President and Chief Executive Officer Frank Lonegro presiding. The meeting was conducted virtually and included votes on three proposals: the election of directors, the ratification of the company’s independent auditor, and an advisory vote on executive compensation.

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Board and management attendance

Lonegro opened the meeting by introducing the independent members of the board in attendance, led by Chairman Diana Murphy. He also introduced the other directors present: Homaira Akbari, David Bannister, Barr Blanton, Melanie Hart, Jim Liang, George Scanlon, and Teresa White.

Lonegro also introduced executive officers attending the meeting, including Jim Applegate (Vice President and Chief Corporate Sales, Strategy, and Specialized Freight Officer), Rick Coro (Vice President and Chief Information Officer), Matt Dannegger (Vice President and Chief Field Sales Officer), Michael Kneller (Vice President, General Counsel, and Secretary), Terri Lewis (Vice President and Chief Human Resources Officer), Matt Miller (Vice President and Chief Safety and Operations Officer), and Jim Todd (Vice President and Chief Financial Officer).

Meeting procedures and inspector of election

Lonegro noted that Jerry Delgado and Randy Green of KPMG LLP, the company’s independent registered public accounting firm for fiscal 2025, were in attendance and would be available to answer questions during a question-and-answer period. KPMG was also nominated to serve as the independent registered public accounting firm for fiscal 2026.

He said Beth VanDerbeck of The Carideo Group, on behalf of Broadridge Financial Solutions, served as inspector of election and had signed an oath to faithfully execute her duties. VanDerbeck advised the company that a quorum was present, and Lonegro stated the meeting was “lawfully and properly convened.”

Michael Kneller reported that stockholders of record as of March 10, 2026 were mailed notice and access materials on March 23, 2026, and that those requesting full mailings received the meeting notice along with a proxy, proxy statement, and the company’s annual report for fiscal 2025.

Proposals presented to stockholders

Stockholders voted on the following matters:

• Proposal 1: Election of directors
• Proposal 2: Ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026
• Proposal 3: Advisory vote to approve executive compensation

For Proposal 1, Matt Miller moved that nine nominees—Akbari, Bannister, Blanton, Hart, Liang, Lonegro, Murphy, Scanlon, and White—be elected to serve new terms on the board. Applegate seconded the motion. With no additional nominations or discussion, Miller moved to close nominations and Applegate seconded.

For Proposal 2, the company presented a vote to ratify KPMG LLP’s appointment as auditor for the fiscal year ending Dec. 26, 2026. The operator stated that the audit committee selected KPMG and that the board recommended stockholders vote in favor of ratification. Miller moved approval and Applegate seconded.

For Proposal 3, Miller moved that stockholders approve, on an advisory basis, the compensation paid to named executive officers “as discussed in the company’s proxy statement for the 2026 annual meeting.” Applegate seconded the motion.

Voting and results

The operator declared the polls open at 9:05 a.m. on May 5, 2026, and closed them at 9:06 a.m., noting that no questions or comments were submitted through the virtual meeting web portal on the proposals. A brief Q&A period was also offered, but no questions were submitted.

After voting concluded, Lonegro reported results provided by VanDerbeck. Stockholders approved:

• the election of each of the nine director nominees (Akbari, Bannister, Blanton, Hart, Liang, Lonegro, Murphy, Scanlon, and White);
• the ratification of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026; and
• the advisory resolution to approve Landstar’s executive compensation.

Adjournment

With no further business raised, Miller moved to adjourn and Applegate seconded. With no objections, the operator declared the meeting adjourned.

About Landstar System NASDAQ: LSTR

Landstar System, Inc provides integrated transportation management solutions through a network of independent agents and third-party capacity providers. The company specializes in truckload brokerage, intermodal, air and ocean freight, expedited and heavy-haul services, along with value-added offerings such as cargo insurance, customs brokerage and supply chain management. Landstar's proprietary technology platform enables real-time load matching, shipment tracking and data analytics to optimize fleet utilization and improve customer service.

Founded in 1968 and headquartered in Jacksonville, Florida, Landstar pioneered an asset-light brokerage model that has evolved into a global logistics operation.

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