8-KLeadership ChangesShareholder Matters

EXPEDITORS INTERNATIONAL OF WASHINGTON INC 8-K Report, Executive Changes (May 26, 2015)

Filed May 26, 2015For Securities:EXPD

Summary

This 8-K filing reports on the results of Expeditors International of Washington, Inc.'s (EXPD) Annual Meeting of Shareholders held on May 21, 2015. Key outcomes include the election of all ten director nominees, the approval of the 2015 Stock Option Plan, and the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015. The company also received shareholder approval for an advisory vote on executive compensation and its sponsored proxy access framework. While the company's proposals generally passed, several shareholder-sponsored proposals did not receive majority approval. These include proposals related to shareholder-sponsored proxy access, performance-based executive equity awards, no accelerated vesting of equity awards upon change in control, retaining significant stock from equity compensation, and recovery of unearned management bonuses. This indicates a divergence in views between management and a portion of its shareholders on specific corporate governance and compensation matters.

Key Highlights

  • 1All ten director nominees were successfully elected by shareholders.
  • 2The 2015 Stock Option Plan was approved by a significant majority of voting shareholders.
  • 3KPMG LLP was ratified as the company's independent auditor for the fiscal year ending December 31, 2015.
  • 4Shareholders provided an advisory vote of approval for the compensation of Named Executive Officers.
  • 5An advisory vote on the Company-sponsored proxy access framework received shareholder approval.
  • 6Several shareholder-sponsored proposals, including those related to proxy access and executive compensation structures, did not receive majority support from shareholders.

Frequently Asked Questions

The main outcomes included the election of all ten director nominees, approval of the 2015 Stock Option Plan, ratification of KPMG LLP as the independent auditor, and advisory votes in favor of Named Executive Officer compensation and the company's sponsored proxy access framework.

No, several shareholder-sponsored proposals did not receive majority approval. These included proposals on shareholder-sponsored proxy access, performance-based executive equity awards, no accelerated vesting of equity awards upon a change in control, retaining significant stock from equity compensation, and recovery of unearned management bonuses.

The approval of the 2015 Stock Option Plan indicates shareholder support for management's proposed equity compensation strategy, which can be used to incentivize and retain key employees. The detailed terms were previously outlined in the company's proxy statement.

Shareholders ratified the appointment of KPMG LLP as Expeditors International of Washington, Inc.'s independent registered public accounting firm for the year ending December 31, 2015, with a substantial majority of votes in favor.