Lamar Advertising Company (LAMR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and amendments to equity and employee stock plans.

• Shareholders of record as of March 16, 2026, are eligible to vote, with different voting rights for Class A, Class B, and Series AA Preferred Stock.

• Proxy materials are distributed electronically for Class A holders and by mail for Class B and Series AA holders.

Voting matters and shareholder proposals

• Proposals include electing ten directors for one-year terms, ratifying KPMG LLP as auditor, advisory vote on executive compensation, amending the 1996 Equity Incentive Plan, and amending the 2019 Employee Stock Purchase Plan.

• Board recommends voting FOR all proposals.

• Shareholders can submit questions in advance and vote electronically or by mail.

Board of directors and corporate governance

• Board consists of ten directors, including several members of the Reilly family, with a mix of independent and non-independent directors.

• Four standing committees: Audit, Compensation, Nominating and Governance, and a newly established Succession Planning Committee.

• All directors attended at least 75% of meetings in 2025; independent directors meet in executive session.

• Director independence is determined per Nasdaq standards; seven directors are independent.

• Board encourages diversity of experience and background but has no formal diversity policy.