false000074651500007465152024-05-072024-05-07

 

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): May 07, 2024

 

 

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Washington

001-41871

91-1069248

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1015 Third Avenue

 

Seattle, Washington

 

98104

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 206 674-3400

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

EXPD

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders (the “Annual Meeting”) of Expeditors International of Washington, Inc. (the “Company”) held on May 7, 2024, the shareholders of the Company: (1) elected each of the nine director nominees set forth below; (2) approved an advisory vote on the compensation of the Company's Named Executive Officers; (3) approved an amendment to the employee stock purchase plan; (4) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; (5) did not approve a shareholder proposal on the effectiveness of DEI efforts; and (6) did not approve a shareholder proposal regarding the establishment of near- and long-term science-based greenhouse gas reduction targets.

The final voting results of each of the proposals submitted to a vote of the shareholders of the Company at the Annual Meeting are set forth below.

(1)
Election of the following nine directors, each to serve until the next Annual Meeting or until the election or qualification of his or her successor:

 

 

Voted For

Voted Against

Abstain

Broker Non-Votes

Glenn M. Alger

116,333,744

1,177,761

323,665

10,141,132

Robert P. Carlile

114,640,295

2,858,878

335,997

10,141,132

James M. Dubois

116,845,259

661,545

328,366

10,141,132

Mark A. Emmert

105,683,935

11,822,937

328,298

10,141,132

Diane H. Gulyas

112,811,048

4,699,200

324,922

10,141,132

Jeffrey S. Musser

116,442,265

1,069,988

322,917

10,141,132

Brandon S. Pedersen

114,026,398

3,480,753

328,019

10,141,132

Liane J. Pelletier

109,620,499

7,877,147

337,524

10,141,132

Olivia D. Polius

117,156,395

337,477

341,298

10,141,132

 

(2)
Advisory vote to approve Named Executive Officer compensation:

 

Voted For

Voted Against

Abstain

Broker Non-Votes

94,681,811

22,821,521

331,838

10,141,132

 

(3)
Approve amendment to Employee Stock Purchase Plan:

 

Voted For

Voted Against

Abstain

Broker Non-Votes

117,211,875

296,671

326,624

10,141,132

 

(4)
Ratification of independent registered public accounting firm for the year ending December 31, 2024:

 

Voted For

Voted Against

Abstain

Broker Non-Votes

116,586,790

11,070,266

319,246

0

 

(5)
Shareholder Proposal: Regarding Report on Effectiveness of DEI Efforts:

 

Voted For

Voted Against

Abstain

Broker Non-Votes

41,764,292

75,207,933

862,945

10,141,132

 

(6)
Shareholder Proposal: Regarding Establishment of Near- and Long-Term Science-Based Greenhouse Gas Reduction Targets:
 

Voted For

Voted Against

Abstain

Broker Non-Votes

26,267,116

90,668,305

899,749

10,141,132

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

 

 

 

 

Date:

May 9, 2024

By:

/S/ Bradley S. Powell

 

 

 

Bradley S. Powell, Senior Vice President and Chief Financial Officer

 

 

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Document And Entity Information
May 07, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 07, 2024
Entity Registrant Name EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
Entity Central Index Key 0000746515
Entity Emerging Growth Company false
Entity File Number 001-41871
Entity Incorporation, State or Country Code WA
Entity Tax Identification Number 91-1069248
Entity Address, Address Line One 1015 Third Avenue
Entity Address, City or Town Seattle
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98104
City Area Code 206
Local Phone Number 674-3400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol EXPD
Security Exchange Name NYSE
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