8-KOther Events

EXPEDITORS INTERNATIONAL OF WASHINGTON INC 8-K Report, Corporate Update (Nov 20, 2008)

Filed November 20, 2008For Securities:EXPD

Summary

Expeditors International of Washington, Inc. (EXPD) filed an 8-K on November 20, 2008, to report a significant update to its corporate governance and internal policies. The company's Board of Directors has approved a modification to its Equal Employment Opportunity (EEO) policy to expressly include "sexual orientation." This change follows a shareholder proposal that had been presented for the past three years. The decision to update the EEO policy was prompted by a review of the voting results from the company's recent shareholder meeting. A by-law change meant that abstentions were previously counted as votes against the proposal, but should have been considered non-votes. This reclassification resulted in the shareholder proposal passing, leading to the Board's unanimous approval of the requested change.

Key Highlights

  • 1Expeditors International's Board of Directors approved an update to its EEO policy.
  • 2The EEO policy now expressly includes "sexual orientation" as a protected category.
  • 3This policy change was driven by a shareholder proposal that has been presented for three consecutive years.
  • 4A recent by-law change impacted the interpretation of shareholder votes.
  • 5Abstentions, previously counted as 'against,' are now considered 'non-votes,' causing the shareholder proposal to pass.
  • 6The Board unanimously approved the modification in response to the vote outcome.
  • 7The filing emphasizes Expeditors' commitment to its EEO policy and a diverse workforce.

Frequently Asked Questions

The main event reported is the modification of Expeditors International's Equal Employment Opportunity (EEO) policy to explicitly include protection based on "sexual orientation." This change was approved by the company's Board of Directors.

The update was a direct result of a shareholder proposal that had been put forth for the past three years. After reviewing the voting results from the most recent shareholder meeting, and considering a recent by-law change that reclassified abstentions as non-votes (rather than votes against), the proposal was deemed to have passed, prompting the Board's approval.

The by-law change altered how votes were tallied. Previously, abstentions were counted as votes against a proposal. With the change, abstentions were considered non-votes. This reclassification meant that the shareholder proposal, which had previously not passed, now met the required threshold for approval.

Expeditors International stated that the complete EEO policy statement can be found in their Code of Business Conduct, available on their website at www.expeditors.com.