8-KCorporate ChangesExhibits & Filings

EXPEDITORS INTERNATIONAL OF WASHINGTON INC 8-K Report, Bylaw Amendment (Mar 27, 2015)

Filed March 27, 2015For Securities:EXPD

Summary

Expeditors International of Washington, Inc. (EXPD) filed an 8-K on March 27, 2015, reporting an amendment to its corporate Bylaws, effective March 23, 2015. The majority of these changes are characterized as non-substantive, aimed at modernizing and clarifying the existing bylaws to align with current corporate governance practices and Washington state law. Key updates include provisions for holding shareholder meetings entirely by remote communication, removal of specific dates for the annual meeting, and clarifications on adjournment procedures and proxy conformities. The amendment also revises rules regarding stock transfers, board committee powers, director expense reimbursement, officer appointments (including a new Chairperson of the Board), and the process for authorizing shareholder distributions. While primarily technical in nature, these amendments reflect an effort to streamline corporate procedures and ensure compliance with the Washington Business Corporation Act.

Key Highlights

  • 1Expeditors International of Washington, Inc. (EXPD) amended its corporate Bylaws effective March 23, 2015.
  • 2The amendments are largely non-substantive, focused on modernization and clarification of existing bylaws.
  • 3Shareholder meetings can now be held solely by means of remote communication.
  • 4Bylaws were updated to allow the Board of Directors to set the record date for shareholder actions up to 70 days in advance.
  • 5Clarifications were made regarding the powers of Board committees and director expense reimbursement.
  • 6A Chairperson of the Board of Directors position was specified.
  • 7Certain outdated sections were removed, including those pertaining to fractional shares, loans and guarantees, and bonds.

Frequently Asked Questions

The primary purpose of the amendment is to modernize and clarify the Company's Bylaws, ensuring they are up-to-date with current corporate governance practices and in compliance with the Washington Business Corporation Act.

Yes, the amendment allows for shareholder meetings to be conducted entirely by remote communication, increasing flexibility for shareholder participation.

The filing states that most changes are non-substantive. However, the Board's authority to set record dates has been extended to 70 days, and the appointment of a Chairperson of the Board is now specified. The process for shareholder distributions remains largely consistent, subject to legal and charter permissions.

Yes, several sections were removed, including those related to Fractional Shares or Scrip, Loans and Guarantees, and Bonds, indicating a streamlining of certain operational aspects within the Bylaws.