8-KShareholder Matters

EXPEDITORS INTERNATIONAL OF WASHINGTON INC 8-K Report, Shareholder Vote Results (May 8, 2019)

Filed May 8, 2019For Securities:EXPD

Summary

Expeditors International of Washington, Inc. (EXPD) filed an 8-K report on May 8, 2019, detailing the outcomes of its Annual Meeting of Shareholders held on May 7, 2019. The primary focus of this filing is the voting results on several key corporate matters. Shareholders overwhelmingly supported the re-election of all ten director nominees, demonstrating strong confidence in the current board's leadership. Additionally, an advisory vote on the compensation of Named Executive Officers received significant approval, indicating shareholder agreement with the company's executive pay structure. Further, the shareholders approved an amendment to the 2002 Employee Stock Purchase Plan, which is a positive signal for employee engagement and long-term alignment with company performance. The ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019, also passed with strong support, reinforcing the integrity of the company's financial reporting. Notably, a shareholder proposal was not voted upon due to the absence of the proponent or their representative.

Key Highlights

  • 1All ten director nominees were overwhelmingly re-elected, indicating strong shareholder confidence in the board's composition and governance.
  • 2Shareholders approved, on an advisory basis, the compensation of the company's Named Executive Officers with substantial support.
  • 3An amendment to the 2002 Employee Stock Purchase Plan was approved by shareholders.
  • 4KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2019, with a high affirmative vote.
  • 5The company saw a significant number of broker non-votes (12,504,433 shares) in the director elections and executive compensation votes, a common occurrence in many shareholder meetings.
  • 6A shareholder proposal was not voted on due to the absence of the proponent, meaning it did not proceed to a shareholder decision.
  • 7The voting results for most proposals demonstrate a high level of shareholder agreement and support for management's recommendations.

Frequently Asked Questions

The main outcomes were the re-election of all ten director nominees, the approval of an advisory vote on executive compensation, the approval of an amendment to the employee stock purchase plan, and the ratification of KPMG LLP as the independent auditor for fiscal year 2019. A shareholder proposal was not voted on.

Yes, the voting results show overwhelming support for all ten director nominees, with a vast majority of votes cast in favor of their re-election, indicating strong shareholder confidence in the board.

The advisory vote on executive compensation, often referred to as 'Say-on-Pay', allows shareholders to express their opinion on the compensation of the company's top executives. The strong approval in this case suggests shareholders are generally satisfied with the company's executive compensation practices.

The shareholder proposal was not voted on because neither the proponent nor a qualified representative appeared at the Annual Meeting to properly present the proposal, as required for it to be considered.