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EX-10.1 - EX-10.1 - LAMAR ADVERTISING CO/NEWd544236dex101.htm

 

 

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): May 23, 2013

 

 

LAMAR ADVERTISING COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
  0-30242
  72-1449411
(State or other jurisdiction
of incorporation)
  (Commission File
Number)
  (IRS Employer
Identification No.)

5321 Corporate Boulevard, Baton Rouge, Louisiana 70808

(Address of principal executive offices and zip code)

(225) 926-1000

(Registrant’s telephone number, including area code)

 

 

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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

At the 2013 Annual Meeting (as defined below) of Lamar Advertising Company (the “Company”), the Company’s stockholders approved an amendment to the 1996 Equity Incentive Plan to increase the number of shares of Class A Common Stock of the Company available for issuance under the plan by 2,500,000 shares from 13,000,000 to 15,500,000 shares. A copy of the 1996 Equity Incentive Plan, as amended, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information in Item 1.01 above is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 23, 2013, the Company held its 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”). Only stockholders of record as of the close of business on March 27, 2013 were entitled to vote at the 2013 Annual Meeting. As of March 27, 2013, 79,258,589 shares of Class A common stock, 14,910,365 shares of Class B common stock, and 5,718 whole shares of Series AA preferred stock were outstanding and entitled to vote at the 2013 Annual Meeting. With respect to the matters submitted for vote at the 2013 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 2013 Annual Meeting, 71,735,945 shares of Class A common stock, all 14,910,365 shares of Class B common stock, and all 5,718 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 April 26, 2013, were before the meeting, and they received the following votes:

Proposal 1: Election of Seven Directors to Serve until the 2014 Annual Meeting. The following individuals were elected to serve as directors of the Company:

 

Name of Director

Nominees

   For      Withheld      Broker Non-Votes  

John Maxwell Hamilton

     208,927,167         6,234,854         5,683,292   

John E. Koerner, III

     214,156,265         1,005,756         5,683,292   

Stephen P. Mumblow

     207,619,309         7,542,712         5,683,292   

Thomas V. Reifenheiser

     208,870,134         6,291,887         5,683,292   

Anna Reilly

     212,282,345         2,879,676         5,683,292   

Kevin P. Reilly, Jr.

     212,654,758         2,507,263         5,683,292   

Wendell Reilly

     181,152,973         34,009,048         5,683,292   


Proposal 2: Approve an amendment of the Company’s 1996 Equity Incentive Plan to increase the number of shares of Class A Common Stock of the Company available for issuance under the plan by 2,500,000 shares from 13,000,000 to 15,500,000 shares. The stockholders approved the amendment.

 

For    Against    Abstain    Broker Non-Votes
172,180,642    42,872,675    108,703    5,683,293

Proposal 3: Reaffirm the material terms of the performance-based goals specified in the 1996 Equity Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code. The stockholders reaffirmed the material terms of the performance-based goals.

 

For    Against    Abstain    Broker Non-Votes
211,714,597    3,337,556    109,867    5,683,293

Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the 2013 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, 2013.

 

For    Against    Abstain    Broker Non-Votes
220,325,570    487,138    32,604    0

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

10.1    Lamar Advertising Company 1996 Equity Incentive Plan, as amended and restated by the Board of Directors on February 28, 2013 and approved by Stockholders on May 23, 2013.


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 24, 2013     LAMAR ADVERTISING COMPANY
    By:  

        /s/ Keith A. Istre

      Keith A. Istre
      Treasurer and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

No.

  

Description

10.1    Lamar Advertising Company 1996 Equity Incentive Plan, as amended and restated by the Board of Directors on February 28, 2013 and approved by Stockholders on May 23, 2013.