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): February 21, 2011
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in their charters)
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| Delaware
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0-30242
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72-1449411 |
| Delaware
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1-12407
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72-1205791 |
| (State or other jurisdictions
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(Commission File
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(IRS Employer |
| of incorporation)
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Numbers)
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Identification Nos.) |
5321 Corporate Boulevard, Baton Rouge, Louisiana 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrants’ 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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On February 23, 2011, Lamar Advertising Company (“Lamar”) announced via press release its results
for the quarter and year ended December 31, 2010. A copy of Lamar’s press release is hereby
furnished to the Commission and incorporated by reference herein as Exhibit 99.1.
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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. |
Officer Appointment
On February 23, 2011, Lamar also announced that its Board of Directors appointed Sean E. Reilly as
Lamar’s Chief Executive Officer, effective February 21, 2011. This appointment followed the
Board’s acceptance of the resignation of Kevin P. Reilly, Jr. from that position. Kevin P. Reilly,
Jr. will continue to serve as a full time executive officer of Lamar as its President. Kevin P.
Reilly, Jr. will also remain Chairman of Lamar’s Board of Directors.
On February 21, 2011, Sean E. Reilly was also appointed Chief Executive Officer of Lamar Media
Corp., Lamar’s wholly-owned subsidiary (“Lamar Media”), by its Board of Directors, effective
immediately.
Sean E. Reilly, 49, had been Chief Operating Officer and President of Lamar’s Outdoor Division
since November 2001. Mr. Reilly also held the position of Vice President of Mergers and
Acquisitions. He began working with Lamar as Vice President of Mergers and Acquisitions in 1987
and served in that capacity until 1994. He also served as a director of Lamar from 1989 to 1996 and
from 1999 until 2003.
Certain Related Party Information
The Lamar Texas Limited Partnership, a subsidiary of Lamar, and Reilly Consulting Company, L.L.C.,
which Kevin P. Reilly, Sr. controls, entered into a consulting agreement in July 1996, as amended
in January 2004. This consulting agreement had a term through December 31, 2008 with automatic
renewals for successive one-year periods after that date unless either party provides written
notice of termination to the other. The agreement provides for an annual consulting fee of
$150,000 for any subsequent one-year renewal term. As of December 31, 2010, this agreement was
renewed for an additional one-year term at the previously agreed fee of $150,000. The agreement
also contains a non-disclosure provision and a non-competition restriction that extends for two
years beyond the termination of the agreement.
Kevin P. Reilly, Jr., Sean Reilly, Anna Reilly, and Wendell Reilly are siblings, and Kevin P.
Reilly, Sr. is their father. Sean E. Reilly and Kevin P. Reilly, Jr. are executive officers of
Lamar and Lamar Media. The Board of Directors of Lamar includes Kevin P. Reilly, Jr., Anna Reilly
and Wendell Reilly, and the Board of Directors of Lamar Media includes Sean E. Reilly and Kevin P.
Reilly, Jr.