Landstar System (LSTR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 5, 2026, will be held virtually, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• The organization navigated a prolonged freight downturn, focusing on strategic growth, AI investments, and maintaining a strong balance sheet.

• Two new directors, J. Barr Blanton and Melanie M. Hart, were appointed in October 2025, bringing expertise in technology, private equity, and global supply chain management.

• The company emphasizes good governance, board refreshment, and stockholder engagement, especially regarding executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying KPMG LLP as auditor, and an advisory say-on-pay vote for executive compensation.

• Stockholder proposals for the 2027 meeting must be submitted by November 24, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of nine independent directors and one management director, with a strong focus on diversity (40% women, 90% independent).

• Board committees include Audit, Compensation, Corporate Governance/Nominating/Sustainability, Safety and Risk, and Strategic Planning.

• The board completed declassification in 2025; all directors now stand for annual election.

• The Non-Executive Chairman leads governance and succession planning, and the board regularly conducts self-evaluations and uses third-party advisors.