UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 10, 2023, Lamar Advertising Company (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). Only stockholders of record as of the close of business on March 13, 2023 were entitled to vote at the 2023 Annual Meeting. As of March 13, 2023, 87,457,686 shares of Class A Common Stock, 14,420,085 shares of Class B Common Stock, and 5,719.49 shares of Series AA Preferred Stock were outstanding and entitled to vote at the 2023 Annual Meeting. With respect to the matters submitted for vote at the 2023 Annual Meeting, each share of Class A Common Stock is entitled to one vote, each share of Class B Common Stock is entitled to ten votes, and each share of Series AA Preferred Stock is entitled to one vote. At the 2023 Annual Meeting, 81,073,022 shares of Class A Common Stock, all shares of Class B Common Stock, and all shares of Series AA Preferred Stock of the Company were represented, in person or by proxy, constituting a quorum for the meeting.
The following four proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2023, were before the meeting, and they received the following votes:
Proposal 1: Election of Nine Directors to Serve until the 2024 Annual Meeting. The following individuals were elected to serve as directors of the Company:
| Name of Director Nominees |
For |
Withheld |
Broker Non-Votes | |||
| Nancy Fletcher |
217,919,011.49 | 1,880,736 | 5,479,844 | |||
| John E. Koerner, III |
190,210,194.49 | 29,589,553 | 5,479,844 | |||
| Marshall A. Loeb |
219,296,389.49 | 503,358 | 5,479,844 | |||
| Stephen P. Mumblow |
194,465,251.49 | 25,334,496 | 5,479,844 | |||
| Thomas V. Reifenheiser |
194,433,865.49 | 25,365,882 | 5,479,844 | |||
| Anna Reilly |
197,001,005.49 | 22,798,742 | 5,479,844 | |||
| Kevin P. Reilly, Jr. |
196,043,676.49 | 23,756,071 | 5,479,844 | |||
| Wendell Reilly |
197,000,643.49 | 22,799,104 | 5,479,844 | |||
| Elizabeth Thompson |
199,556,136.49 | 20,243,611 | 5,479,844 | |||
Proposal 2: Approval, on an advisory and non-binding basis, of the compensation paid to the Company’s named executive officers. The stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the Proxy.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 215,144,258.49 | 4,515,233 | 134,545 | 5,479,844 |
Proposal 3: Non-Binding, Advisory Vote on the Frequency of Future Advisory Votes on the compensation paid to the Company’s named executive officers. A proposal relating to the frequency of the stockholder advisory vote to approve the compensation of the Company’s named executive officers received a majority of the votes cast in favor of a stockholder advisory vote every three years with the votes shown:
| Every |
Every |
Every |
Abstain |
Broker Non-Votes | ||||
| 68,295,892 | 44,312 | 151,318,586.49 | 135,246 | 5,479,844 |
Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2023 Fiscal Year. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 224,215,000.49 | 1,029,507 | 35,084 | 0 |
In light of the voting results with respect to the frequency of future stockholder votes on executive compensation (detailed above under the voting results for Proposal 3), the Company’s Board of Directors has determined that the Company will hold a triennial advisory vote on executive compensation until the next required advisory vote on the frequency of the vote on executive compensation, or until the Board of Directors determines it is in the best interest of the Company to hold such vote with different frequency.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 16, 2023 | LAMAR ADVERTISING COMPANY | |||||
| By: | /s/ Jay L. Johnson | |||||
| Jay L. Johnson | ||||||
| EVP, Chief Financial Officer and Treasurer | ||||||