Good morning, and welcome to the Lamar Advertising Company Annual Meeting of Stockholders. I would now like to introduce the presenter, Kevin Reilly.
Good morning. Welcome to the virtual annual meeting of Lamar Advertising Company, and thank you for joining us today. I'm Kevin Reilly Jr., Executive Chairman of the Board of Directors, and I would now like to introduce James McIlwain, Secretary of the company, who will conduct the formal portion of this meeting.
Thank you, Kevin. I'll begin by introducing the other Lamar directors and officers present today. I'm joined today by members of Lamar's management team, including Sean Reilly, Chief Executive Officer and President, Jay Johnson, Executive Vice President, Chief Financial Officer, and Treasurer, and Ross Reilly, Executive Vice President and President of the Outdoor Division. The members of our Board of Directors, Nancy Fletcher, John E. Koerner, III, Mitch Landrieu, Marshall Loeb, Stephen P. Mumblow, Thomas V. Reifenheiser, Anna Reilly, Wendell Reilly, and Elizabeth Thompson, are also joining us. Matt Malinsky and Matt Brierley, representatives of our independent public accounting firm, KPMG LLP, are also in attendance today. This meeting was called by the Board of Directors of Lamar Advertising Company at a meeting held on February 26th, 2026.
I have received an affidavit of Broadridge Financial Solutions, Inc, the company's mailing agent, that notice of this meeting was furnished by the company on or about April 2, 2026 to every stockholder of record as of March 16, 2026. The Board of Directors has appointed [Brittany Carbullido] as an Inspector of Election for this meeting. I also have a report of the Inspector of Election stating that a quorum is present. If you'd like to vote your shares during this meeting, you may do so once the polls are open. If you've already submitted a proxy, you need not vote during the meeting unless you wish to change your vote.
We call your attention to the rules of conduct for the annual meeting, which are available on the virtual meeting platform. Per the rules of conduct, if you have questions relating to the matters being voted upon during the formal portion of the meeting, you can submit them by typing your questions into the questions box on your screen when I begin reading the proposals. We will review and respond to these questions prior to calling for a vote on such matters, provided that they properly relate to the matters being voted upon and comply with the rules of conduct.
During the registration process for this meeting, we ask that you submit any questions relating to general stockholder matters. No questions of a general nature were received from stockholders this year. We are now ready to proceed with the business of the meeting. There are five items of business on the agenda today. I will describe the first item, then call for a vote.
I will describe the second item and again call for a vote, and so on. After all the items have been voted on, we will close the polls, and the Inspector of Election will tally the votes, and we will report the results before we adjourn. The first item of business is to elect 10 directors to the Board of Directors of the company. The proposal is as follows: To elect Nancy Fletcher, John E. Koerner, III, Mitch Landrieu, Marshall Loeb, Stephen P. Mumblow, Thomas V. Reifenheiser, Anna Reilly, Kevin P. Reilly Jr., Wendell Reilly, and Elizabeth Thompson as directors of the company to serve until their next annual meeting of the stockholders of the company and until their successors are duly elected and qualified or until their earlier death, resignation, or removal.
The qualifications of the nominees are described on pages nine through 13 of the company's proxy statement for this meeting. Seeing no questions on this proposal, the polls are now open for anyone who wants to cast a vote or change an earlier vote. The second item of business is the ratification of KPMG LLP as the company's independent registered public accounting firm. The proposal is as follows: To ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the 2026 fiscal year. Information regarding the audit and tax fees we paid to KPMG LLP in 2025 and 2024 is disclosed on page 39 of the company's proxy statement. Additional information regarding KPMG LLP is found in the Audit Committee Report on page 38 of the company's proxy statement.
Seeing no questions on this proposal, the polls are now open for anyone who wants to cast a vote or change an earlier vote. The third item of business is to conduct an advisory vote on the compensation of the company's named executive officers. The proposed resolution is as follows: Voted that the stockholders of the company approve on an advisory and non-binding basis the compensation of the company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion contained in the proxy statement. A full description of the proposal is described on page 40 of the proxy statement. Seeing no questions on this proposal, the polls are now open for anyone who wants to cast a vote or change an earlier vote.
The fourth item of business is to approve an amendment and restatement of the company's 1996 Equity Incentive Plan. The proposed resolution is as follows: Voted to approve an amendment and restatement of the company's 1996 Equity Incentive Plan, which makes certain changes to the plan, including increasing the number of shares of Class A common stock of the company available for issuance under the plan by 2 million shares from 17,500,000 shares to 19,500,000 shares. A full description of this proposal is provided on pages 41 through 48 of the company's proxy statement. Seeing no questions on this proposal, the polls are now open for anyone who wants to cast a vote or change an earlier vote.
The fifth and final item of business is to approve an amendment and restatement of the company's 2019 employee stock purchase plan. The proposed resolution is as follows: Voted to approve an amendment and restatement of the company's 2019 Employee Stock Purchase Plan, which makes certain changes to the plan, including increasing the number of shares of Class A common stock of the company available for issuance under the plan by 500,000 shares. A full description of this proposal is provided on pages 49 through 51 of the company's proxy statement. Seeing no questions on this proposal, the polls are now open for anyone who wants to cast a vote or change an earlier vote.
The polls are now closed. I ask the Inspector of Election to prepare and submit her report. I have received the report of the Inspector of Election. The report of the Inspector of Election indicates that, one, all 10 director nominees have been elected by the appropriate vote. Two, KPMG LLP has been ratified as the company's independent registered public accounting firm. Three, stockholders have approved the compensation of the company's named executive officers. Four, the amendment and restatement of the company's 1996 Equity Incentive Plan has been approved by the appropriate vote. Five, the amendment and restatement of the company's 2019 Employee Stock Purchase Plan has been approved by the appropriate vote.
That concludes the formal portion of this meeting. I will now entertain a motion to adjourn the meeting. After adjournment, we will have a report from management. Do I have a motion to adjourn?
Moved.
Do I have a second?
Second.
The meeting is now adjourned. I will now introduce Sean Reilly, CEO and President, who will provide an informal report. Sean?
Thank you, Jim, and welcome to all of our shareholders, listening in. Briefly, a couple of things I'm gonna visit about. First, your leadership team just returned from the industry association conference in Dallas. I, I got a comment that in terms of the industry, there was palpable excitement at the conference. The industry is in a place, a great place, and, you could feel it. You could feel the vibe in Dallas.
Number two, your leadership team at Lamar figured very prominently at the convention, whether it was on stage, addressing issues of import to the industry, whether it was breakout sessions where we served as thought leaders on issues of import to the industry, or quite frankly, just being recognized for being the best in the business.
You should be proud of the team you sent there and what they did there and what they're doing to drive shareholder value for you. On 2026, it's a simple message. The company's gonna have the best year it's ever had. We're gonna set records for revenue, we're gonna set records for EBITDA, and we're gonna set records for consolidated operating margin. In short, the news is all good. That concludes my report, Jim.
Thank you, Sean. That will now conclude the annual meeting. Thank you for your attendance today, and thank you for your interest in Lamar.
This concludes today's meeting. You may now disconnect.