LAMR.NASDAQLamar Advertising Co/new
DEF 14A: Lamar Advertising Sets Date for 2024 Annual Stockholders Meeting, Outlines Key Proposals
Sentiment:
Proxy Statement
Lamar Advertising Company will hold its 2024 Annual Meeting of Stockholders virtually on May 16, 2024, to elect directors and ratify the appointment of KPMG LLP as its independent accounting firm.
Summary
- Lamar Advertising Company will hold its 2024 Annual Meeting of Stockholders on May 16, 2024, in a virtual-only format.
- Stockholders of record as of March 18, 2024, are entitled to vote at the meeting.
- The meeting will include the election of nine directors for one-year terms and the ratification of KPMG LLP as the company's independent registered public accounting firm for the 2024 fiscal year.
- The board of directors recommends voting for the election of all director nominees and for the ratification of KPMG LLP.
- Holders of Class A Common Stock can vote electronically via the internet or by telephone until 11:59 p.m. Central Daylight Time on May 15, 2024.
- Holders of Class B Common Stock and Series AA Preferred Stock may vote by submitting the proxy card by mail.
- As of March 18, 2024, there were 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 outstanding and entitled to vote.
- The company's executive officers are Kevin P. Reilly, Jr. (Executive Chairman), Sean E. Reilly (CEO and President), and Jay L. Johnson (Executive Vice President, CFO, and Treasurer).
Sentiment
Score: 7
Explanation: The document is primarily factual and procedural, outlining the details of the upcoming annual meeting and related proposals. The tone is professional and neutral, with no significant positive or negative sentiment expressed.
Positives
- The Board of Directors recommends voting FOR the election of each of the nominees listed.
- The Board of Directors recommends a vote FOR the ratification of KPMG as the Company's independent public accounting firm.
- At the Company's 2023 Annual Meeting of Stockholders, more than 99% of shares present at the meeting for purposes of the proposal were voted to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for that meeting, thus ratifying our compensation philosophy and approach.
Future Outlook
The Compensation Committee of the Company approved certain changes to the compensation of the Company's named executive officers for 2024, which will be further described in the Compensation Discussion & Analysis section included in the proxy statement for the Company's 2025 Annual meeting.
Industry Context
The document provides information relevant to the outdoor advertising industry, including discussion of the Outdoor Advertising Association of America and the company's competitive landscape.
Comparison to Industry Standards
- The document compares the company's cumulative total stockholder return (TSR) to that of OUTFRONT Media Inc., identified as the company's peer.
- For the four years ended December 31, 2023, the company's cumulative TSR was $144.58, while the peer group's TSR was $62.94, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Recovery Policy | The Company adopted a Compensation Recovery Policy (the Clawback Policy) pursuant to the regulations mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Nasdaq Listing Rule 5608. | 2023-10-02 | The Clawback Policy applies to certain incentive-based compensation that is received on or after the effective date. The Clawback Policy requires the Company to recover certain excess incentive-based compensation from current and former executive officers if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws or as otherwise described in the Clawback Policy and paid during the three completed fiscal years immediately preceding the trigger date, as defined in the Clawback Policy. |
Related Party Transactions
- During the year ended December 31, 2023, the Company was a customer of EATEL for data back-up and recovery services, paying approximately $90,000.
- Since January 1, 2023, the Company has been contracted by EATEL to provide advertising services in the aggregate amount of approximately $250,000.
- In connection with his employment during 2023, Rosss aggregate compensation, including his base salary, bonus and value of performance stock awards, was approximately $433,000.
Stakeholder Impact
- The document informs stockholders about the upcoming annual meeting and provides them with the opportunity to vote on important matters.
- The document provides information about executive compensation, which is of interest to stockholders and employees.
- The document provides information about the company's financial performance, which is of interest to stockholders, employees, and creditors.
Next Steps
- Stockholders should review the proxy materials and vote on the proposals.
- Attend the virtual Annual Meeting on May 16, 2024, if desired.
Key Dates
| Date | Description |
|---|---|
| 1984-02-01 | Kevin P. Reilly, Jr. has served as one of our directors since February 1984. |
| 1985-01-01 | Wendell Reilly previously served as the Company's Chief Financial Officer from 1985 to 1989. |
| 1987-01-01 | Sean E. Reilly began working with the Company as Vice President of Mergers and Acquisitions in 1987. |
| 1989-02-01 | Kevin P. Reilly, Jr. served as our President from February 1989 until February 2020. |
| 1989-02-01 | Kevin P. Reilly, Jr. served as our Chief Executive Officer from February 1989 until February 2011. |
| 1989-01-01 | Sean E. Reilly served as a director of the Company from 1989 to 1996 and from 1999 until 2003. |
| 1991-01-01 | Nancy Fletcher served as the President and Chief Executive Officer of the Outdoor Advertising Association of America, Inc., a trade association representing the out of home advertising industry in the United States, from 1991 until her retirement in 2019. |
| 1995-01-01 | John E. Koerner, III has been the managing member of Koerner Capital, LLC, a private investment company, or the President of its predecessor, Koerner Capital Corporation, since 1995. |
| 1995-01-01 | Thomas V. Reifenheiser was a Managing Director and Group Executive for the Global Media and Telecom Group of Chase Securities Inc., an investment banking firm, from 1995 to 2000. |
| 1996-01-01 | Sean E. Reilly served as a director of the Company from 1989 to 1996 and from 1999 until 2003. |
| 1996-01-01 | Wendell Reilly has been the Managing Partner of Grapevine Partners LLC since 2000, and in 2009, he joined Peachtree Equity Partners II as a General Partner. |
| 1998-01-01 | Stephen P. Mumblow was the President and a Director of Communications Corporation of America, a television and radio broadcasting company, having joined that company in 1998. |
| 1999-01-01 | Sean E. Reilly served as a director of the Company from 1989 to 1996 and from 1999 until 2003. |
| 1999-01-01 | Stephen P. Mumblow brings to the Board experience in advertising and marketing trends based upon his ownership of Manhan Media and Deerfield Media. |
| 1999-01-01 | Wendell Reilly previously served as the Company's Chief Financial Officer from 1985 to 1989 and director from 1999 to 2001. |
| 2000-01-01 | Thomas V. Reifenheiser was a Managing Director and Group Executive for the Global Media and Telecom Group of Chase Securities Inc., an investment banking firm, from 1995 to 2000. |
| 2000-01-01 | Wendell Reilly has been the Managing Partner of Grapevine Partners LLC since 2000, and in 2009, he joined Peachtree Equity Partners II as a General Partner. |
| 2001-11-01 | Sean E. Reilly had been Chief Operating Officer and President of the Company's Outdoor Division, a position that he had held since November 2001. |
| 2001-01-01 | Wendell Reilly previously served as the Company's Chief Financial Officer from 1985 to 1989 and director from 1999 to 2001. |
| 2001-01-01 | Sean E. Reilly served as a director of the Company from 1989 to 1996 and from 1999 until 2003. |
| 2002-01-01 | Until January 2002, Mr. Mumblow was the President and a Director of Communications Corporation of America, a television and radio broadcasting company, having joined that company in 1998. |
| 2003-01-01 | Sean E. Reilly served as a director of the Company from 1989 to 1996 and from 1999 until 2003. |
| 2003-01-01 | Wendell Reilly also served as CEO of SignPost Networks from 2003 to 2011. |
| 2005-01-01 | Wendell Reilly, with over 30 years of private equity, entrepreneurial and executive management experience in media and communications, has extensive expertise in our industry from both inside and outside Lamar. |
| 2005-01-01 | Marshall A. Loeb previously served as President and Chief Operating Officer of Glimcher Realty Trust from 2005 to 2015. |
| 2007-01-01 | John E. Koerner, III has extensive experience in corporate finance, the management of capital intensive organizations, and capital markets. |
| 2009-01-01 | Wendell Reilly has been the Managing Partner of Grapevine Partners LLC since 2000, and in 2009, he joined Peachtree Equity Partners II as a General Partner. |
| 2011-02-01 | Kevin P. Reilly, Jr. served as our Chief Executive Officer from February 1989 until February 2011. |
| 2011-02-01 | Sean E. Reilly has served as our Chief Executive Officer since February 2011 and President since February 2020. |
| 2015-01-01 | Marshall A. Loeb previously served as President and Chief Operating Officer of Glimcher Realty Trust from 2005 to 2015. |
| 2018-04-01 | Jay L. Johnson served as Executive Vice President and Chief Financial Officer of DiamondRock Hospitality Company beginning in April 2018. |
| 2019-10-01 | Jay L. Johnson has been Chief Financial Officer, Executive Vice President and Treasurer of the Company since October 2019. |
| 2019-01-01 | Nancy Fletcher served as the President and Chief Executive Officer of the Outdoor Advertising Association of America, Inc., a trade association representing the out of home advertising industry in the United States, from 1991 until her retirement in 2019. |
| 2020-02-01 | Kevin P. Reilly, Jr. was appointed as Executive Chairman of the Board in February 2020 and has served as one of our directors since February 1984. |
| 2020-02-01 | Sean E. Reilly has served as our Chief Executive Officer since February 2011 and President since February 2020. |
| 2021-01-01 | Wendell Reilly also served as Chairman of Berman Capital Advisors until its merger with Cresset Asset Management in 2021. |
| 2023-12-31 | The Audit Committee has reviewed and discussed the consolidated financial statements with management and KPMG LLP, our independent registered public accounting firm for the fiscal year ended December 31, 2023. |
| 2023-10-02 | Effective October 2, 2023, the Company adopted a Compensation Recovery Policy (the Clawback Policy) pursuant to the regulations mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Nasdaq Listing Rule 5608. |
| 2024-03-12 | On March 12, 2024, the Compensation Committee of the Company approved certain changes to the compensation of the Company's named executive officers for 2024, which will be further described in the Compensation Discussion & Analysis section included in the proxy statement for the Company's 2025 Annual meeting. |
| 2024-03-18 | The Board of Directors has fixed March 18, 2024, as the record date for determining the holders of our capital stock who are entitled to vote at the Annual Meeting. |
| 2024-03-18 | The following table sets forth certain information known to us as of March 18, 2024 with respect to the shares of our Class A Common Stock and Class B Common Stock beneficially owned as of that date by: (i) each of our directors and each of our nominees for director; (ii) each of our executive officers named in the 2023 Summary Compensation Table contained in this proxy statement; (iii) all of our directors and executive officers as a group; and (iv) each person known by us to beneficially own more than 5% of our Class A Common Stock or Class B Common Stock. |
| 2024-03-18 | As of March 18, 2024, there were outstanding and entitled to vote 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. |
| 2024-04-05 | Accordingly, on or about April 5, 2024, we will mail a Notice of Internet Availability of Proxy Materials (the Notice) to holders of Class A Common Stock that contains instructions on how to access the proxy materials, including this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2023, on the internet. |
| 2024-04-05 | Baton Rouge, Louisiana April 5, 2024 |
| 2024-05-13 | Questions may be submitted until 10:59 p.m. CDT, on Monday, May 13, 2024. |
| 2024-05-15 | Internet and telephone voting are available through 11:59 p.m. Central Daylight Time on May 15, 2024. |
| 2024-05-16 | The 2024 Annual Meeting of Stockholders of Lamar Advertising Company, a Delaware corporation (the Company), will be held solely by remote communication, in a virtual-only format, at 9:00 a.m. Central Daylight Time on Thursday, May 16, 2024, for the following purposes: 1. To elect nine directors, each for a one-year term. 2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2024 fiscal year. 3. To transact any other business as may properly come before the meeting. |
| 2024-05-16 | ANNUAL MEETING OF STOCKHOLDERS OF LAMAR ADVERTISING COMPANY MAY 16, 2024 |
| 2024-12-06 | In order for a stockholder proposal to be considered for inclusion in our proxy materials for the 2025 Annual Meeting of Stockholders, we must receive it no later than December 6, 2024 (120 days before the anniversary of the mailing date of this proxy statement), assuming that the 2025 Annual Meeting of the Stockholders is not more than 30 days before or after May 16, 2025. |
| 2025-01-16 | In addition, our bylaws require a stockholder who wishes to bring business before an annual meeting or propose director nominations at an annual meeting to give advance written notice to the Secretary as described in the bylaws. To be timely for the 2025 Annual Meeting of Stockholders, proposals must be received no earlier than January 16, 2025 and no later than February 15, 2025 (120 days and 90 days before the anniversary date of this year's Annual Meeting, respectively), assuming that the 2025 Annual Meeting of the Stockholders is not more than 30 days before or 70 days after May 16, 2025. |
| 2025-02-15 | In addition, our bylaws require a stockholder who wishes to bring business before an annual meeting or propose director nominations at an annual meeting to give advance written notice to the Secretary as described in the bylaws. To be timely for the 2025 Annual Meeting of Stockholders, proposals must be received no earlier than January 16, 2025 and no later than February 15, 2025 (120 days and 90 days before the anniversary date of this year's Annual Meeting, respectively), assuming that the 2025 Annual Meeting of the Stockholders is not more than 30 days before or 70 days after May 16, 2025. |
| 2025-05-16 | In order for a stockholder proposal to be considered for inclusion in our proxy materials for the 2025 Annual Meeting of Stockholders, we must receive it no later than December 6, 2024 (120 days before the anniversary of the mailing date of this proxy statement), assuming that the 2025 Annual Meeting of the Stockholders is not more than 30 days before or after May 16, 2025. |
| 2025-05-16 | In addition, our bylaws require a stockholder who wishes to bring business before an annual meeting or propose director nominations at an annual meeting to give advance written notice to the Secretary as described in the bylaws. To be timely for the 2025 Annual Meeting of Stockholders, proposals must be received no earlier than January 16, 2025 and no later than February 15, 2025 (120 days and 90 days before the anniversary date of this year's Annual Meeting, respectively), assuming that the 2025 Annual Meeting of the Stockholders is not more than 30 days before or 70 days after May 16, 2025. |
| 2026-01-01 | On January 1, 2024, 87,645 shares of Class A Common Stock were added to the 2019 Employee Stock Purchase Plan pursuant to the evergreen formula. |
| 2026-01-01 | The next advisory stockholder vote on executive compensation will occur at the 2026 Annual Meeting of Stockholders. |
Keywords
Annual Meeting, Stockholders, Proxy Statement, Directors, KPMG, Voting, Compensation, Lamar Advertising
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