8-KLeadership Changes

EXPEDITORS INTERNATIONAL OF WASHINGTON INC 8-K Report, Executive Changes (Dec 31, 2008)

Filed December 31, 2008For Securities:EXPD

Summary

Expeditors International of Washington, Inc. (EXPD) filed this Form 8-K on December 31, 2008, primarily to report on executive employment agreements. The most significant development is the new employment agreement for Chief Financial Officer Bradley S. Powell, detailing his compensation, bonus eligibility, and stock option grant. The filing also outlines severance provisions and restrictive covenants for Mr. Powell, including confidentiality and non-compete clauses. Additionally, the company announced amended and restated employment agreements for key executives, including President and Chief Operating Officer Jordan Gates, President - Europe, Africa, Near/Middle East and Indian Subcontinent Rommel C. Saber, President – The Americas Robert L. Villanueva, and Chairman and Chief Executive Officer Peter J. Rose. These amendments are largely technical in nature, aiming to ensure compliance with Section 409A of the Internal Revenue Code concerning deferred compensation, particularly relating to termination provisions and payment timing.

Key Highlights

  • 1New employment agreement established for CFO Bradley S. Powell, effective December 31, 2008.
  • 2CFO Powell's compensation includes $100,000 annual salary, eligibility for the Executive Bonus Pool, and a grant of 5,000 stock options.
  • 3Severance provisions for CFO Powell include a lump sum payment (50% of prior 12-month total cash compensation) if terminated without cause, with an extended non-compete period.
  • 4Amended and restated employment agreements were entered into with President and COO Jordan Gates, President - International Rommel C. Saber, and President – The Americas Robert L. Villanueva.
  • 5Key executive employment agreements, including that of CEO Peter J. Rose, were amended to ensure compliance with Section 409A of the Internal Revenue Code.
  • 6Amendments to CEO Rose's agreement specifically address non-compete clauses, delayed payments upon separation from service, and the terms of post-employment services.
  • 7The filing focuses on executive compensation and employment terms, with no immediate impact on operational or financial performance disclosed.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on the execution of new and amended employment agreements for key executive officers of Expeditors International of Washington, Inc., specifically focusing on compensation and compliance with tax regulations.

The new agreement provides Mr. Powell with an annual compensation of $100,000, eligibility for the company's Executive Bonus Pool, and a grant of 5,000 stock options. It also includes specific provisions for termination without cause and compliance with confidentiality and non-compete requirements.

The employment agreements for executives like Jordan Gates, Rommel C. Saber, Robert L. Villanueva, and Peter J. Rose were amended and restated primarily to ensure compliance with Section 409A of the Internal Revenue Code, which governs nonqualified deferred compensation arrangements.

No, this filing does not directly report on the company's financial performance or provide forward-looking statements. It is focused solely on executive employment agreements and compensation structures.