UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 2019
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction |
001-36756 (Commission File |
72-1449411 (IRS Employer |
5321 Corporate Blvd.
Baton Rouge, Louisiana 70808
(Address of Principal Executive Offices) (Zip Code)
(225) 926-1000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Keith A. Istre, Chief Financial Officer and Treasurer of Lamar Advertising Company (the “Company”), has informed the Company of his intent to retire from the Company effective December 31, 2019, after more than 40 years of service. Mr. Istre made his intention known to the Company at this time so that appropriate succession and transition planning can occur. The Company is conducting a comprehensive search for his successor and has retained an executive search firm to assist in the process.
Item 7.01. Regulation FD Disclosure
On January 9, 2019, the Company issued a press release announcing the planned retirement of Mr. Istre discussed above (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the Press Release, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of the Company dated January 9, 2019. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| Date: January 9, 2019 | LAMAR ADVERTISING COMPANY | |||||
| By: | /s/ Keith A. Istre | |||||
| Keith A. Istre | ||||||
| Treasurer and Chief Financial Officer | ||||||
Exhibit 99.1
5321 Corporate Boulevard
Baton Rouge, LA 70808
Lamar Advertising Company Chief Financial Officer Keith Istre To Retire
January 9, 2019 — Baton Rouge, LA – Lamar Advertising Company (Nasdaq: LAMR), a leading owner of outdoor advertising and logo sign displays, today announced that Keith A. Istre, Chief Financial Officer and Treasurer, has informed Lamar of his intent to retire from the company effective December 31, 2019, after more than 40 years of service.
“Keith’s shrewd management of our finances has been invaluable to Lamar’s growth over the past four decades,” said Lamar board chairman Kevin Reilly Jr., noting that Mr. Istre joined Lamar as Controller in 1978 when the company’s revenue was approximately $14 million. Lamar’s 2017 revenue exceeded $1.5 billion.
“The strength of our balance sheet, the envy of the industry, is a testament to Keith’s steady hand and financial acumen,” said Lamar Chief Executive Sean Reilly. “Keith has been a terrific partner to both Kevin and to me, and the company will miss him tremendously.”
Mr. Istre, who became Chief Financial Officer in 1989, made his intention known to the Company now so that appropriate succession and transition planning can occur. Lamar is conducting a comprehensive search for Mr. Istre’s successor and has retained an executive search firm to assist in the process.
About Lamar Advertising Company
Founded in 1902, Lamar Advertising Company (Nasdaq: LAMR) is one of the largest outdoor advertising companies in the world, with more than 348,000 displays across the United States and Canada. Lamar offers advertisers a variety of billboard, interstate logo, transit and airport advertising formats, helping both local businesses and national brands reach broad audiences every day. In addition to its more traditional out of home inventory, Lamar is proud to offer its customers the largest network of digital billboards in the United States with over 3,000 displays. Please feel free to explore our website www.lamar.com or contact us at hello@lamar.com for additional information.
Press Contact:
Buster Kantrow
Director of Investor Relations
Lamar Advertising Company
(225) 926-1000
bkantrow@lamar.com