---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-141775"
form_type: "8-K"
ticker: "LSTR"
cik: "0000853816"
company_name: "LANDSTAR SYSTEM INC"
filed_at: "2023-05-11T23:59:59+00:00"
generated_at: "2026-06-15T05:23:38.774929+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Landstar stockholders approve board declassification; annual director elections by 2025

## Summary
- Declassification approved with 32.8M votes for, 4.7K against; effective immediately.
- Board will be fully declassified by 2025; annually elected directors may be removed with or without cause by majority vote.
- Three directors elected: Bannister, Liang, Scanlon to terms expiring at 2024 annual meeting.
- KPMG LLP ratified as independent auditor for FY2023 (33.4M for, 556.9K against).
- Advisory votes on executive compensation approved; future votes to be held annually per shareholder preference.

## SEC filing metadata
- accession: 0001193125-23-141775
- form_type: 8-K
- ticker: LSTR
- cik: 0000853816
- company_name: LANDSTAR SYSTEM INC
- filed_at: 2023-05-11T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/853816/000119312523141775/0001193125-23-141775-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/853816/000119312523141775/d361941d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-141775
- JSON: https://secwatch.observer/filing/0001193125-23-141775.json
- Plain text: https://secwatch.observer/filing/0001193125-23-141775.txt

## Key facts
- Shareholder Votes
  LANDSTAR SYSTEM INC shareholders approved Election of three Directors whose terms will expire at the 2024 Annual Meeting at the 2023-05-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: At the meeting, David G. Bannister, James L. Liang, and George P. Scanlon were each elected by the Stockholders to serve a new term as a Director on the Board, with such term to expire at the 2024 Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/853816/000119312523141775/0001193125-23-141775-index.htm
- Shareholder Votes
  LANDSTAR SYSTEM INC shareholders approved Ratification of appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2023 at the 2023-05-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: At the meeting, the Stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/853816/000119312523141775/0001193125-23-141775-index.htm
- Shareholder Votes
  LANDSTAR SYSTEM INC shareholders approved Advisory vote on the frequency of the advisory vote on executive compensation at the 2023-05-10 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: At the meeting, the Stockholders voted to approve an annual advisory vote on executive compensation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/853816/000119312523141775/0001193125-23-141775-index.htm
- Shareholder Votes
  LANDSTAR SYSTEM INC shareholders approved Declassification Proposal to approve the COI Amendments at the 2023-05-10 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: At the meeting, the Stockholders voted to approve the Declassification Amendment.
  evidence_url: https://www.sec.gov/Archives/edgar/data/853816/000119312523141775/0001193125-23-141775-index.htm
- Shareholder Votes
  LANDSTAR SYSTEM INC shareholders approved Advisory vote on the Company's 2022 executive compensation at the 2023-05-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: This proposal received 31,054,801 affirmative votes and 1,719,176 negative votes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/853816/000119312523141775/0001193125-23-141775-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.