8-KLeadership ChangesRegulation FDExhibits & Filings

EXPEDITORS INTERNATIONAL OF WASHINGTON INC 8-K Report, Executive Changes (Oct 8, 2013)

Filed October 8, 2013For Securities:EXPD

Summary

Expeditors International of Washington Inc. (EXPD) announced a significant leadership transition through an 8-K filing on October 8, 2013. The report details the succession agreement with Peter J. Rose, who will retire as Chief Executive Officer effective March 1, 2014. Mr. Rose is expected to remain as Chairman of the Board until the annual shareholder meeting in May 2015, after which he will not seek reelection. This planned transition aims to ensure a smooth handover of leadership and continuity for the company. The succession agreement outlines Mr. Rose's compensation and benefits through his retirement as CEO and his continued role as Chairman. Key aspects include a retirement bonus tied to his historical incentive compensation, a lump sum for health insurance, continued expense reimbursement for director duties, and a waiver of director fees. The company will also benefit from Mr. Rose's assistance in identifying and selecting his successor as CEO, with an anticipated announcement in early 2014. A covenant not to compete is also in place for a defined period post-service.

Key Highlights

  • 1Peter J. Rose will retire as CEO of Expeditors International effective March 1, 2014.
  • 2Mr. Rose plans to remain Chairman of the Board until the May 2015 annual shareholder meeting and will not seek reelection.
  • 3A succession agreement details Mr. Rose's compensation and benefits through his transition, including a retirement bonus.
  • 4The retirement bonus is calculated based on a percentage of the 2008 Executive Incentive Compensation Plan, assuming a 2014 bonus similar to recent performance.
  • 5Mr. Rose will receive a $150,000 lump sum payment for future health insurance costs.
  • 6Mr. Rose has waived director fees but will have travel and other director expenses reimbursed until he steps down as Chairman.
  • 7Mr. Rose will assist the Board in the selection process for a new CEO, with an announcement planned for January 2014.
  • 8The agreement includes a 6-month covenant not to compete and a non-solicitation clause after Mr. Rose ceases to be Chairman.

Frequently Asked Questions

Peter J. Rose will retire as Chief Executive Officer of Expeditors International effective March 1, 2014.

Mr. Rose is expected to remain as Chairman of the Board of Directors until the annual meeting of shareholders in May 2015. He has indicated he will not stand for reelection at that meeting.

Mr. Rose will receive his regular base and incentive pay until his retirement date as CEO. He will also receive a retirement bonus calculated based on his historical incentive compensation under the 2008 Executive Incentive Compensation Plan, a $150,000 lump sum for future health insurance, and continued reimbursement for director expenses until he steps down as Chairman. He has waived director fees during this period.

Mr. Rose will assist the Board in identifying and selecting a new CEO, with the goal of announcing the successor at the Company's District Managers meeting in January 2014.