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| LSTR > SEC Filings for LSTR > Form 8-K on 6-Dec-2012 | All Recent SEC Filings |
6-Dec-2012
Change in Directors or Principal Officers, Other Events
On December 4, 2012, the Board of Directors (the "Board") of Landstar System, Inc. (the "Company") elected each of Homaira Akbari and Larry J. Thoele as a Class II Director, effective as of January 1, 2013. As Class II Directors, the terms of Ms. Akbari and Mr. Thoele will expire at the Company's 2013 annual meeting of stockholders. The Board has determined that each of Ms. Akbari and Mr. Thoele satisfy the independence requirements under the Sarbanes-Oxley Act of 2002 and the rules promulgated by The Nasdaq Stock Market, Inc. with respect to corporate governance matters (the "Nasdaq Rules"). The Board has also determined that Mr. Thoele satisfies the requirements to serve as a "financial expert" under the Sarbanes-Oxley Act. In addition, the Board has determined that each of Ms. Akbari and Mr. Thoele is "financially literate" within the meaning of the Nasdaq Rules, and has appointed each of them to the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Safety and Risk Committee and the Strategic Planning Committee, in each case effective as of January 1, 2013.
Under the Company's 2003 Directors Stock Compensation Plan, as amended (the
"Directors Stock Plan"), in the event that a non-employee director commences a
term of Board service that is fewer than three years, such non-employee director
shall be entitled to receive a restricted stock award equal to the quotient of
(i) $225,000 multiplied by a fraction, the numerator of which is the number of
days in such term and the denominator of which is 1,095, divided by (ii) the
fair market value of a share of common stock of the Company, par value $.01 per
share (the "Common Stock"), on the date of grant, rounded to the nearest whole
number of shares. In connection with the election of Ms. Akbari and Mr. Thoele
to the Board, the Board has determined each of them is entitled to receive a
restricted stock award under the Directors Stock Plan in an amount equal to
$29,383.56 divided by the fair market value of a share of Common Stock on
January 2, 2013, which will be the date of grant, rounded to the nearest whole
number of shares. In addition, the Board has previously determined that each
non-employee director of the Company is entitled to receive an annual fee of
$75,000, payable in quarterly installments. Accordingly, Ms. Akbari and Mr.
Thoele will each receive such fee, effective as of their respective appointments
to the Board. Ms. Akbari and Mr. Thoele will each also enter into an
Indemnification Agreement with the Company, substantially in the form filed as
Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 27, 2003. These Indemnification Agreements are substantially
identical to the Indemnification Agreements entered into by the Company with
other members of the Board.
On December 5, 2012, the Company announced that its Board of Directors declared a dividend of $0.50 per share to holders of its Common Stock. This dividend will be paid on or about December 27, 2012, to stockholders of record as of the close of business on December 17, 2012. The Company also announced that it expects this dividend will be in lieu of any quarterly dividends it may otherwise have declared and paid in connection with its quarterly earnings results for the fourth quarter of fiscal 2012, the four quarters of fiscal 2013, and for the first, second and third quarters of fiscal 2014.
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