Landstar System (LSTR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 16, 2025, in a virtual-only format, with voting on key proposals including director elections, auditor ratification, and executive compensation advisory vote.

• Proxy materials and annual report are available online, with an emphasis on electronic delivery to reduce costs and environmental impact.

• Record date for voting is March 21, 2025; 34,946,479 shares of Common Stock outstanding, each with one vote per share.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, ratify KPMG LLP as independent auditor for 2025, and approve an advisory say-on-pay resolution.

• No other shareholder proposals are included for voting at the 2025 meeting.

• Procedures for submitting proposals for future meetings are detailed, with specific deadlines for 2026 proposals.

Board of directors and corporate governance

• Board consists of eight members, all up for annual election following declassification approved in 2023.

• Seven directors are independent; board committees include Audit, Compensation, Nominating and ESG, Safety and Risk, and Strategic Planning.

• Non-executive Chairman leads the board; separation of Chairman and CEO roles is maintained.

• Board diversity matrix: 3 women, 5 men; representation includes Asian and African American/Black directors.

• Directors possess a range of skills including financial, operational, IT/cybersecurity, and risk management expertise.