LSTR 10-K Annual Report Dec. 30, 2023 | Alphaminr

LSTR 10-K Fiscal year ended Dec. 30, 2023

LANDSTAR SYSTEM INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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 May10, 2023, including Certificate of Designation of Junior Participating Preferred Stock dated February10, 1993. (Incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form8-Kfiled on May11, 2023 (Commission FileNo.0-21238)) 3.2 The Companys Second Amended and Restated Bylaws, as further adopted as of November2, 2023. (Incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form10-Qfiled on November3, 2023 (Commission FileNo.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+ Second Amended and Restated Credit Agreement, dated as of July1, 2022, 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 July 8, 2022 (Commission FileNo.0-21238)) 10.2+ 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 FileNo.0-21238)) 10.3+ 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 FileNo.0-21238)) 10.4+ Landstar System, Inc. 2011 Equity Incentive Plan, as amended through November2, 2023. (Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form10-Qfiled on November3, 2023 (Commission FileNo.0-21238)) 10.5+ Landstar System, Inc. 2022 Directors Stock Compensation Plan (Incorporated by reference to Appendix A to the Registrants Definitive Proxy Statement filed on March29, 2022 (Commission FileNo.0-21238)) 10.6+ Form of Indemnification Agreement between the Company and each of the directors and Executive Officers of the Company (Incorporated by reference to Exhibit 10.2 to the Registrants Annual Report on Form10-Kfor the fiscal year ended December27, 2003 (Commission FileNo.0-21238)) 10.7+ Form of Key Executive Employment Protection Agreement between Landstar System, Inc. and each of the Executive Officers of the Company, in the form as amended as of December26, 2015, (Incorporated by reference to Exhibit 10.12 to the Registrants Annual Report on Form10-Kfor fiscal year ended December26, 2015 (Commission FileNo.0-21238)) 10.8+ Letter Agreement, dated February27, 2023, by and between Landstar System, Inc. and Robert S. Brasher (Incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form8-Kfiled on February28, 2023 (Commission FileNo.0-21238)) 10.9+ Letter Agreement, dated December4, 2023, between Landstar System, Inc. and James B. Gattoni (Incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form8-Kfiled on December5, 2023 (Commission FileNo.0-21238)) 10.10+ Letter Agreement, dated December4, 2023, between Landstar System, Inc. and Frank A. Lonegro (Incorporated by reference to Exhibit 99.2 to the Registrants Current Report on Form8-Kfiled on December5, 2023 (Commission FileNo.0-21238)) 10.11*+ Total Shareholder Return Performance Related Stock Award Agreement, between Landstar System, Inc. and Frank A. Lonegro, dated February2, 2024 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 97.1* Landstar System, Inc. Clawback Policy, as adopted on August10, 2023