Landstar System (LSTR) Proxy filing summary

Executive summary

• Supplemental proxy disclosure addresses shareholder feedback on CEO compensation and board responsiveness.

• Enhanced transparency provided on the CEO's 2024 TSR-based long-term outperformance award.

• Commitment made to avoid future off-cycle, special equity awards for the CEO's tenure.

Voting matters and shareholder proposals

• Shareholders are asked to elect nine director nominees for terms ending at the 2027 annual meeting.

• Proposal to ratify KPMG LLP as the independent registered public accounting firm for 2026.

• Advisory vote requested to approve executive compensation (Say-on-Pay).

Board of directors and corporate governance

• Board emphasizes the strategic importance of hiring the current CEO, the first external hire since IPO.

• Enhanced disclosure on the CEO hiring process in response to shareholder requests.