LSTR 10-K Annual Report Dec. 25, 2021 | Alphaminr

LSTR 10-K Fiscal year ended Dec. 25, 2021

LANDSTAR SYSTEM INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

3.1 Restated Certificate of Incorporation of the Company dated March6, 2006, including Certificate of Designation of Junior Participating Preferred Stock dated February10, 1993. (Incorporated by reference to Exhibit 3.1 to the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2005 (Commission File No.0-21238)) 3.2 The Companys Bylaws, as amended and restated on February21, 2011. (Incorporated by reference to Exhibit 3.2 to the Registrants Annual Report on Form10-Kfor fiscal year ended December25, 2010 (Commission File No.0-21238)) 4.2 Description of Securities(Incorporated by reference to Exhibit 4.4 to the Registrants Annual Report on Form10-Kfor fiscal year ended December28, 2019 (Commission FileNo.0-21238)) 10.1+ Amended and Restated Credit Agreement, dated as of August18, 2020, among Landstar System Holdings, Inc., the Company, the lenders named therein, and JPMorgan Chase Bank, N.A. as Administrative Agent (including exhibits and schedules thereto). (Incorporated by reference to Exhibit 10.1 to the Registrants Form8-Kfiled on August24, 2020 (Commission File No.0-21238)) 10.2+ Landstar System, Inc. Executive Incentive Compensation Plan (Incorporated by reference to Appendix A to the Registrants Definitive Proxy Statement filed on April11, 2017 (Commission File No.0-21238)) 10.3+ Landstar System, Inc. Supplemental Executive Retirement Plan, as amended and restated as of January1, 2015 (Incorporated by reference to Exhibit 10.2 to the Registrants Annual Report on Form10-Kfor the fiscal year ended December27, 2014 (Commission File No.0-21238)) 10.4+ First Amendment, dated as of November1, 2018, to the Landstar System, Inc. Supplemental Executive Retirement Plan (as amended and restated as of January1, 2015) (Incorporated by reference to Exhibit 10.3 to the Registrants Annual Report on Form10-Kfor the fiscal year ended December29, 2018 (Commission File No.0-21238)) 10.5+ Landstar System, Inc. 2011 Equity Incentive Plan, as amended through December 2, 2015, (Incorporated by reference to Appendix B to the Registrants Definitive Proxy Statement filed on April 5, 2016 (Commission File No. 0-21238)) 10.6+ Landstar System, Inc. Amended and Restated 2013 Directors Stock Compensation Plan (Incorporated by reference to Appendix A to the Registrants Definitive Proxy Statement filed on April 5, 2016 (Commission File No. 0-21238)) 10.7+ Form of Indemnification Agreement between the Company and directors and Executive Officers of the Company (Incorporated by reference to Exhibit 10.2 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 27, 2003 (Commission File No. 0-21238)) 10.8+ Form of Key Executive Employment Protection Agreement between Landstar System, Inc. and Executive Officers of the Company, in the form as amended as of December 26, 2015, (Incorporated by reference to Exhibit 10.12 to the Registrants Annual Report on Form 10-K for fiscal year ended December 26, 2015 (Commission File No. 0-21238)) 10.9+ Total Shareholder Return Performance Related Stock Award Agreement, dated May 1, 2015, between Landstar System, Inc. and James B. Gattoni (Incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K filed on March 19, 2015 (Commission File No. 0-21238)) 10.10+ Total Shareholder Return Performance Related Stock Award Agreement, between Landstar System, Inc. and James B. Gattoni, dated April 24, 2018 (Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on April 25, 2018 (Commission File No. 0-21238)) 10.11+ Letter Agreement, dated May 20, 2021, between Landstar System, Inc. and Federico L. Pensotti (Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 10-Q filed on July 30, 2021 (Commission FileNo.0-21238)) 21.1* List of Subsidiaries of the Registrant 23.1* Consent of KPMG LLP as Independent Registered Public Accounting Firm 24.1* Powers of Attorney 31.1* Chief Executive Officer certification, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2* Chief Financial Officer certification, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1** Chief Executive Officer certification pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2** Chief Financial Officer certification pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002