8-KLeadership ChangesExhibits & Filings

EXPEDITORS INTERNATIONAL OF WASHINGTON INC 8-K Report, Executive Changes (Oct 11, 2013)

Filed October 11, 2013For Securities:EXPD

Summary

Expeditors International of Washington Inc. (EXPD) filed an 8-K on October 11, 2013, primarily to disclose details regarding a Second Amended Employment Agreement with Timothy C. Barber, President - Global Sales and Marketing. The agreement outlines the terms of Mr. Barber's employment, including its duration, compensation structure, and termination clauses. This filing is significant for investors as it provides insight into the executive compensation and retention strategies for a key leadership position within the company. The agreement establishes a term that renews annually contingent on Mr. Barber's election as an executive officer, ensuring continuity. It also includes a robust non-compete clause that extends for 24 months post-termination, with a provision for a significant lump-sum payment (twice the preceding 12 months' cash compensation) if this non-compete period is invoked. This indicates the company's commitment to retaining Mr. Barber and protecting its business interests.

Key Highlights

  • 1Timothy C. Barber, President - Global Sales and Marketing, has a Second Amended Employment Agreement dated October 7, 2013.
  • 2The agreement's term automatically extends for one year if Mr. Barber is re-elected as an executive officer by the Board.
  • 3Compensation includes base salary and incentive compensation determined by the Compensation Committee.
  • 4The company can terminate employment for 'cause' with two days' notice or without 'cause' with 15 days' notice.
  • 5A 24-month non-compete clause is in effect during the agreement term and extends post-termination.
  • 6If the non-compete period is extended post-termination, Mr. Barber will receive a lump sum payment equal to two times his total cash compensation from the preceding 12 months.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose the material terms of the Second Amended Employment Agreement between Expeditors International of Washington Inc. and its President - Global Sales and Marketing, Timothy C. Barber.

The initial term began on October 7, 2013, and ends at the next annual meeting of the Board of Directors. It will automatically extend for an additional one year term if Mr. Barber is elected as an executive officer at a subsequent Board meeting.

The non-compete clause applies during the term of the agreement and for a 24-month extension from the date of termination. If this 24-month extension period is activated, Mr. Barber will receive a lump sum payment equal to two times the total cash compensation he received in the preceding 12 months.

Mr. Barber's compensation includes a base salary and incentive compensation, which will be established from time to time by the Compensation Committee of the Board of Directors.