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): December 13, 2007
LAMAR ADVERTISING COMPANY
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
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0-30242 |
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72-1449411 |
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(Commission File Number)
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(IRS Employer Identification No.) |
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(Address of Principal Executive Offices) (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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
Per the recommendation of its Nominating and Governance Committee and pursuant to Article II,
Sections 3 and 4 of the Company’s Amended and Restated By-Laws, the Board of Directors of Lamar
Advertising Company (the “Company”) expanded the Board of Directors from seven to eight members and
elected John E. Koerner, III as a director to fill the vacancy in the Board created thereby to
serve until the Company’s next Annual Meeting of the Stockholders and until his successor is duly
elected and qualified, or until his earlier death, resignation or removal. Mr. Koerner was also
appointed to serve as a member of the Company’s Audit Committee.
Mr. Koerner has been the managing member of Koerner Capital, LLC, a private investment company, or
the President of its predecessor, Koerner Capital Corporation since 1995. He serves on a number of
business boards including Legg Mason, Inc., St. Charles Pharmaceuticals, Finetooth, Inc. and
Selltis.
As a non-employee director, Mr. Koerner will be entitled to the Company’s non-employee director
compensation package, which currently consists of both cash and shares of the Company’s Class A
common stock. The Company currently pays its non-employee directors $3,500 per month, plus $1,500
for each committee meeting attended. Mr. Koerner also received a restricted stock award of 295
shares of Class A common stock (the “Stock Award”) on the date of his election, which represents
the pro rata portion of the $35,000 grant made to non-employee directors also serving on a
Committee of the Board for the five months remaining in his current term based upon the $49.36
closing price of the Company’s Class A common stock on the date of election. The Stock Award was
50% vested on the grant date with the remaining 50% to vest on the last day of Mr. Koerner’s term
as a director (the business day prior to the Company’s next Annual Stockholders’ Meeting).
Other than receiving the standard fees for serving on the Board described above, there have been no
transactions since the beginning of the Company’s last fiscal year, or any currently proposed
transaction, or series of similar transactions, to which the Company was or is to be a party, in
which the amount involved exceeds $120,000 and in which Mr. Koerner had or will have a direct or
indirect material interest. There are no family relationships between Mr. Koerner and any other
officer or director of the Company. There are no arrangements or understandings between Mr.
Koerner and any other person, pursuant to which Mr. Koerner was selected as a director.