Lamar Advertising Company (LAMR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2025, to elect ten directors and ratify KPMG LLP as the independent auditor for 2025.

• Shareholders of record as of March 17, 2025, are eligible to vote, with detailed instructions for electronic, phone, and mail voting provided.

• Proxy materials are distributed via internet for Class A shareholders and by mail for Class B and Series AA Preferred shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on the election of ten directors for one-year terms and the ratification of KPMG LLP as the independent auditor.

• Proposals require a plurality or majority of votes cast, with abstentions and broker non-votes not affecting outcomes.

• Shareholder proposals for the 2026 meeting must be submitted by December 5, 2025.

Board of directors and corporate governance

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

• Board committees include Audit, Compensation, and Nominating and Governance, all chaired by independent directors.

• The board held four meetings in 2024, with all directors attending at least 75% of meetings.

• The board structure separates the roles of Executive Chairman and CEO.

• The Nominating and Governance Committee considers diversity of experience and background but has no formal diversity policy.