8-K 1 a2019annualmeetingresults8.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 7, 2019
(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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
EXPD
 
NASDAQ





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 7, 2019, 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) approved an amendment to the Company's 2002 Employee Stock Purchase Plan; and (4) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019. A shareholder proposal was not voted upon at the Annual Meeting because neither the proponent, nor a qualified representative of the proponent, appeared to properly present the proposal.
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 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
140,808,849

 
1,639,991

 
135,206

 
12,504,433

Glenn M. Alger
141,389,113

 
1,067,195

 
127,738

 
12,504,433

Robert P. Carlile
140,899,230

 
1,546,427

 
138,389

 
12,504,433

James M. DuBois
140,805,930

 
1,644,982

 
133,134

 
12,504,433

Mark A. Emmert
138,905,579

 
3,581,233

 
97,234

 
12,504,433

Diane H. Gulyas
140,621,061

 
1,865,711

 
97,274

 
12,504,433

Richard B. McCune
141,245,271

 
1,204,907

 
133,868

 
12,504,433

Alain Monié
140,299,065

 
2,183,076

 
101,905

 
12,504,433

Jeffrey S. Musser
141,451,296

 
1,002,794

 
129,956

 
12,504,433

Liane J. Pelletier
140,371,243

 
2,115,749

 
97,054

 
12,504,433

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

 
Voted Against

 
Abstain

 
Broker Non-Votes

134,495,298

 
7,897,523

 
191,225

 
12,504,433

(3)    Approve amendment to Employee Stock Purchase Plan:
Number of Shares
Voted For

 
Voted Against

 
Abstain

 
Broker Non-Votes

142,242,439

 
220,641

 
120,966

 
12,504,433

(4)    Ratification of independent registered public accounting firm for the year ending December 31, 2019:
Number of Shares
Voted For

 
Voted Against

 
Abstain

 
Broker Non-Votes

149,480,231

 
5,508,272

 
99,976

 








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 8, 2019
By:
/s/ Benjamin G. Clark
 
 
Benjamin G. Clark
 
 
Senior Vice President, General Counsel and Corporate Secretary