UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 16, 2024, Lamar Advertising Company (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Only stockholders of record as of the close of business on March 18, 2024 were entitled to vote at the 2024 Annual Meeting. As of March 18, 2024, 87,789,531 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 2024 Annual Meeting. With respect to the matters submitted for vote at the 2024 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 2024 Annual Meeting, 81,773,344 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 two proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2024, were before the meeting, and they received the following votes:
Proposal 1: Election of Nine Directors to Serve until the 2025 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 |
214,562,638 | 5,482,852 | 5,934,423 | |||||||||
| John E. Koerner, III |
189,670,679 | 30,374,811 | 5,934,423 | |||||||||
| Marshall A. Loeb |
219,436,994 | 608,496 | 5,934,423 | |||||||||
| Stephen P. Mumblow |
186,615,853 | 33,429,637 | 5,934,423 | |||||||||
| Thomas V. Reifenheiser |
193,681,583 | 26,363,907 | 5,934,423 | |||||||||
| Anna Reilly |
198,884,421 | 21,161,069 | 5,934,423 | |||||||||
| Kevin P. Reilly, Jr. |
198,626,162 | 21,419,328 | 5,934,423 | |||||||||
| Wendell Reilly |
198,883,007 | 21,162,483 | 5,934,423 | |||||||||
| Elizabeth Thompson |
201,280,514 | 18,764,976 | 5,934,423 | |||||||||
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2024 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, 2024.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 225,038,933 | 904,029 | 36,951 | 0 |
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 22, 2024 | LAMAR ADVERTISING COMPANY | |||||
| By: | /s/ Jay L. Johnson | |||||
| Jay L. Johnson | ||||||
| EVP, Chief Financial Officer and Treasurer | ||||||