0000746515-18-000021.txt : 20180509 0000746515-18-000021.hdr.sgml : 20180509 20180509160833 ACCESSION NUMBER: 0000746515-18-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180509 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180509 DATE AS OF CHANGE: 20180509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPEDITORS INTERNATIONAL OF WASHINGTON INC CENTRAL INDEX KEY: 0000746515 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 911069248 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13468 FILM NUMBER: 18818311 BUSINESS ADDRESS: STREET 1: 1015 THIRD AVENUE 12TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2066743400 MAIL ADDRESS: STREET 1: 1015 THIRD AVENUE 12TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98104 8-K 1 a2018annualmeetingresults8.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                                            
                                    
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: May 9, 2018
(Date of earliest event reported)


EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
(Exact name of registrant as specified in its charter)
Washington
 
000-13468
 
91-1069248
(State or other jurisdiction of
 
(Commission File No.)
(IRS Employer Identification Number)
incorporation or organization)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1015 Third Avenue, 12th Floor, Seattle, Washington
98104
 
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
 
 
 
 
(206) 674-3400
 
 
 
(Registrant's telephone number, including area code)
 
 
 
 
 
 
 
 
N/A
 
 
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         o





Item 5.07
Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders (the “Annual Meeting”) of Expeditors International of Washington, Inc. (the “Company”) held on May 8, 2018, the shareholders of the Company: (1) elected each of the ten director nominees set forth below; (2) approved an advisory vote on the compensation of the Company's Named Executive Officers; (3) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018; (4) did not approve a shareholder proposal to link executive compensation to sustainability performance; and (5) did not approve a shareholder proposal to enhance shareholder proxy access. No other business was transacted at the meeting.
The final voting results of each of the proposals submitted to a vote of the shareholders of the Company at the Annual Meeting are set forth below.
(1)
Election of the following ten directors, each to serve until the next annual meeting of shareholders or until the election or qualification of his or her successor:
 
Number of Shares
 
Voted For

 
Voted Against

 
Abstain

 
Broker Non-Votes

Robert R. Wright
145,181,988

 
666,533

 
282,707

 
12,944,294

Glenn M. Alger
145,508,637

 
513,426

 
109,165

 
12,944,294

James M. DuBois
145,319,385

 
506,929

 
304,914

 
12,944,294

Mark A. Emmert
143,464,697

 
2,590,407

 
76,124

 
12,944,294

Diane H. Gulyas
144,362,256

 
1,668,968

 
100,004

 
12,944,294

Richard B. McCune
145,286,304

 
539,256

 
305,668

 
12,944,294

Alain Monié
132,795,910

 
13,029,771

 
305,547

 
12,944,294

Jeffrey S. Musser
145,509,865

 
513,016

 
108,347

 
12,944,294

Liane J. Pelletier
145,333,394

 
722,754

 
75,080

 
12,944,294

Tay Yoshitani
143,910,830

 
2,145,720

 
74,678

 
12,944,294

(2)    Advisory vote to approve Named Executive Officer compensation:
Number of Shares
Voted For

 
Voted Against

 
Abstain

 
Broker Non-Votes

140,426,641

 
5,526,218

 
178,074

 
12,944,589

(3)    Ratification of independent registered public accounting firm for the year ending December 31, 2018:
Number of Shares
Voted For

 
Voted Against

 
Abstain

 
Broker Non-Votes

156,212,805

 
2,759,064

 
103,653

 
—

(4)    Shareholder proposal: link executive compensation to sustainability performance:
Number of Shares
Voted For

 
Voted Against

 
Abstain

 
Broker Non-Votes

26,245,813

 
119,248,619

 
636,501

 
12,944,589

(5)    Shareholder proposal: enhanced shareholder proxy access:
Number of Shares
Voted For

 
Voted Against

 
Abstain

 
Broker Non-Votes

44,523,913

 
101,426,265

 
180,715

 
12,944,629







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
(Registrant)
 
 
 
 
 
 
Date: May 9, 2018
By:
/s/ Benjamin G. Clark
 
 
Benjamin G. Clark
 
 
Senior Vice President, General Counsel and Corporate Secretary