EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. (NASDAQ:EXPD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth below under Item 5.07 regarding the
approval of the 2017 Omnibus Incentive Plan (“2017 Plan”) is
incorporated herein by reference. A summary of the 2017 Plan terms
was provided in the Company’s definitive proxy statement (the
Proxy Statement) on Schedule 14A filed with the Securities and
Exchange Commission on March 23, 2017. This summary is incorporated
herein by reference to the Proxy Statement and qualified in its
entirety by reference to the full text of the 2017 Plan and related
form of agreement, copies of which are attached as appendices to
the Proxy Statement.
approval of the 2017 Omnibus Incentive Plan (“2017 Plan”) is
incorporated herein by reference. A summary of the 2017 Plan terms
was provided in the Company’s definitive proxy statement (the
Proxy Statement) on Schedule 14A filed with the Securities and
Exchange Commission on March 23, 2017. This summary is incorporated
herein by reference to the Proxy Statement and qualified in its
entirety by reference to the full text of the 2017 Plan and related
form of agreement, copies of which are attached as appendices to
the Proxy Statement.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the annual meeting of shareholders (the Annual Meeting) of
Expeditors International of Washington, Inc. (the Company) held on
May 2, 2017, the shareholders of the Company: (1) elected each of
the eleven director nominees set forth below; (2) approved an
advisory vote on the compensation of the Company’s Named Executive
Officers; (3) approved 1 year as the frequency of advisory votes on
executive compensation; (4) approved the 2017 Omnibus Incentive
Plan; (5) ratified the appointment of KPMG LLP as the Company’s
independent registered public accounting firm for the year ending
December 31, 2017; and (6) did not approve a shareholder proposal
to link executive compensation to sustainability performance. No
other business was transacted at the meeting.
Expeditors International of Washington, Inc. (the Company) held on
May 2, 2017, the shareholders of the Company: (1) elected each of
the eleven director nominees set forth below; (2) approved an
advisory vote on the compensation of the Company’s Named Executive
Officers; (3) approved 1 year as the frequency of advisory votes on
executive compensation; (4) approved the 2017 Omnibus Incentive
Plan; (5) ratified the appointment of KPMG LLP as the Company’s
independent registered public accounting firm for the year ending
December 31, 2017; and (6) did not approve a shareholder proposal
to link executive compensation to sustainability performance. 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.
vote of the shareholders of the Company at the Annual Meeting are
set forth below.
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(1)
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Election of the following eleven directors, each to serve
until the next annual meeting of shareholders or until the election or qualification of his or her successor: |
|
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Number of Shares
|
||||||||||
|
|
Voted For
|
Voted Against
|
Abstain
|
Broker Non-Votes
|
|||||||
|
Robert R. Wright
|
145,733,808
|
|
|
1,460,796
|
|
|
285,625
|
|
|
14,118,241
|
|
|
Glenn M. Alger
|
146,723,060
|
|
663,296
|
|
93,873
|
|
14,118,241
|
||||
|
James M. DuBois
|
146,590,850
|
|
|
606,684
|
|
|
282,695
|
|
|
14,118,241
|
|
|
Mark A. Emmert
|
142,921,386
|
|
4,508,174
|
|
50,669
|
|
14,118,241
|
||||
|
Diane H. Gulyas
|
146,225,352
|
|
|
1,052,207
|
|
|
202,670
|
|
|
14,118,241
|
|
|
Dan P. Kourkoumelis
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144,365,838
|
|
3,003,126
|
|
111,265
|
|
14,118,241
|
||||
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Richard B. McCune
|
146,521,561
|
|
|
831,405
|
|
|
127,263
|
|
|
14,118,241
|
|
|
Alain Moni
|
146,558,816
|
|
789,250
|
|
132,163
|
|
14,118,241
|
||||
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Jeffrey S. Musser
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146,763,914
|
|
|
610,088
|
|
|
106,227
|
|
|
14,118,241
|
|
|
Liane J. Pelletier
|
146,036,736
|
|
1,401,451
|
|
42,042
|
|
14,118,241
|
||||
|
Tay Yoshitani
|
146,124,817
|
|
|
1,305,777
|
|
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49,635
|
|
|
14,118,241
|
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(2) Advisory vote to approve Named Executive Officer compensation:
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Number of Shares
|
||||||||||
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Voted For
|
Voted Against
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Abstain
|
Broker Non-Votes
|
|||||||
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138,564,682
|
|
|
8,322,242
|
|
|
593,305
|
|
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14,118,241
|
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(3) Approve the frequency of advisory votes on executive
compensation:
compensation:
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Number of Shares
|
|||||||||||||
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1 Year
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2 Years
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3 Years
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Broker Non-Votes
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Non-Votes
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|||||||||
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131,134,107
|
|
|
166,987
|
|
|
16,069,686
|
|
|
109,449
|
|
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14,118,241
|
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After considering these results, and consistent with its own
recommendation, the Board of Directors has determined to continue
to provide the Companys shareholders with an annual advisory vote
to approve executive compensation until the next vote on the
frequency of such advisory votes.
recommendation, the Board of Directors has determined to continue
to provide the Companys shareholders with an annual advisory vote
to approve executive compensation until the next vote on the
frequency of such advisory votes.
(4) Approve the 2017 Omnibus Incentive Plan:
|
Number of Shares
|
||||||||||
|
Voted For
|
Voted Against
|
Abstain
|
Broker Non-Votes
|
|||||||
|
138,604,157
|
|
|
8,706,583
|
|
|
169,489
|
|
|
14,118,241
|
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(5) Ratification of independent registered public accounting firm
for the year ending December 31, 2017:
for the year ending December 31, 2017:
|
Number of Shares
|
||||||||||
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Voted For
|
Voted Against
|
Abstain
|
Broker Non-Votes
|
|||||||
|
159,875,438
|
|
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1,632,665
|
|
|
90,367
|
|
|
|
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(6) Shareholder proposal: link executive compensation to
sustainability performance:
sustainability performance:
|
Number of Shares
|
||||||||||
|
Voted For
|
Voted Against
|
Abstain
|
Broker Non-Votes
|
|||||||
|
31,214,024
|
|
|
111,731,323
|
|
|
4,534,882
|
|
|
14,118,241
|
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. (NASDAQ:EXPD) Recent Trading Information
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. (NASDAQ:EXPD) closed its last trading session at with 1,615,592 shares trading hands.