8-KShareholder Matters

EXPEDITORS INTERNATIONAL OF WASHINGTON INC 8-K Report, Shareholder Vote Results (May 7, 2020)

Filed May 7, 2020For Securities:EXPD

Summary

Expeditors International of Washington, Inc. (EXPD) filed an 8-K on May 7, 2020, detailing the results of its Annual Meeting of Shareholders held on May 5, 2020. The filing primarily concerns shareholder votes on key corporate governance and compensation matters. All director nominees were elected, and the company's independent auditor, KPMG LLP, was ratified for the upcoming fiscal year. Additionally, shareholders approved amendments to the 2017 Omnibus Incentive Plan and an advisory vote on executive compensation. Notably, the filing includes the voting results for a shareholder proposal submitted by the NYC Comptroller. While the proposal received significant support, it did not pass with a majority of the votes cast. The company has indicated that its Nominating and Corporate Governance Committee will draft a policy in response to this proposal, aiming for adoption by the Board of Directors in 2020, suggesting a proactive approach to addressing shareholder concerns even on proposals that did not achieve majority approval.

Key Highlights

  • 1All eight director nominees were successfully elected by shareholders.
  • 2Shareholders approved the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2020.
  • 3An advisory vote to approve the compensation of Named Executive Officers received majority shareholder support.
  • 4Amendments to the 2017 Omnibus Incentive Plan were approved by shareholders.
  • 5A shareholder proposal submitted by the NYC Comptroller received a substantial number of votes in favor but did not achieve majority approval.
  • 6The company committed to drafting and adopting a policy in response to the NYC Comptroller's proposal, indicating a focus on corporate governance responsiveness.

Frequently Asked Questions

The main outcomes were the election of all eight director nominees, the ratification of KPMG LLP as the independent auditor, approval of executive compensation on an advisory basis, and approval of amendments to the 2017 Omnibus Incentive Plan. Shareholders also voted on a proposal from the NYC Comptroller, which did not pass but prompted a commitment from the company to develop a responsive policy.

Yes, the advisory vote to approve the compensation of the Company's Named Executive Officers was approved by shareholders, with a majority of the shares voted being in favor.

The filing does not specify the exact details of the NYC Comptroller's Proposal, but it was a shareholder proposal put to a vote. While it received a significant number of 'For' votes (74,009,398), it was not approved by a majority of the votes cast (65,978,415 'Against'). However, the company's Nominating and Corporate Governance Committee will draft a responsive policy for Board adoption in 2020.

The total number of shares eligible to vote is not explicitly stated, but the voting tallies show millions of shares voted for, against, and abstained on various proposals. Broker non-votes (shares held by brokers for customers who have not instructed them how to vote) were significant for most items, typically around 10.7 million shares, indicating a substantial portion of shares were not voted by beneficial owners on those specific matters. Notably, there were zero broker non-votes for the ratification of the independent auditor.