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 (Date of earliest event reported): May 4, 2011
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
(Exact name of registrant as specified in its charter)
| Washington | 000-13468 | 91-1069248 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1015 Third Avenue, 12th Floor
Seattle, Washington 98104
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (206) 674-3400
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
See Item 5.07.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting (the “Annual Meeting”) of shareholders of Expeditors International of Washington, Inc. (the “Company”) held on May 4, 2011, the shareholders of the Company: (1) elected each of the director nominees set forth below to serve until the next annual meeting of shareholders and until a successor is elected and qualified; (2) approved, on a non-binding basis, the compensation of the Company’s Named Executive Officers; (3) favored a non-binding vote on compensation of the Company’s Named Executive Officers on an annual basis; (4) approved and ratified the adoption of the 2011 Stock Option Plan; and (5) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011. 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) | To elect the following eight (8) directors, each to serve until the next annual meeting of shareholders and until a successor is elected and qualified: |
| Number of Shares | ||||||||||||||||
| Voted For | Voted Against | Abstain | Broker Non-Votes | |||||||||||||
| Mark A. Emmert |
162,867,676 | 7,130,256 | 35,949 | 13,167,982 | ||||||||||||
| R. Jordan Gates |
148,919,824 | 21,079,962 | 34,095 | 13,167,982 | ||||||||||||
| Dan P. Kourkoumelis |
165,373,150 | 4,625,787 | 34,944 | 13,167,982 | ||||||||||||
| Michael J. Malone |
165,784,034 | 4,206,589 | 43,258 | 13,167,982 | ||||||||||||
| John W. Meisenbach |
165,297,187 | 4,700,765 | 35,929 | 13,167,982 | ||||||||||||
| Peter J. Rose |
161,463,958 | 8,516,311 | 53,612 | 13,167,982 | ||||||||||||
| James L.K. Wang |
163,042,504 | 6,960,060 | 31,317 | 13,167,982 | ||||||||||||
| Robert R. Wright |
167,434,912 | 2,562,763 | 36,207 | 13,167,982 | ||||||||||||
| (2) | To approve, on a non-binding basis, the compensation of the Company’s Named Executive Officers: |
| Number of Shares | ||||||
| Voted For |
Voted Against |
Abstain |
Broker Non-Votes | |||
| 163,184,491 |
6,183,570 | 665,820 | 13,167,982 | |||
| (3) | To conduct a non-binding vote on the frequency of a non-binding vote on compensation of the Company’s Named Executive Officers: |
| Number of Shares | ||||||||
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 145,111,802 |
4,412,591 | 19,822,057 | 687,431 | 13,167,982 | ||||
| (4) | To approve and ratify the adoption of the 2011 Stock Option Plan: |
| Number of Shares | ||||||
| Voted For |
Voted Against |
Abstain |
Broker Non-Votes | |||
| 145,194,128 |
24,116,795 | 722,958 | 13,167,982 | |||
| (5) | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011: |
| Number of Shares | ||||||
| Voted For |
Voted Against |
Abstain |
Broker Non-Votes | |||
| 180,772,481 |
2,119,595 | 309,787 | — | |||
Given the strong shareholder support for the Board of Directors’ recommendation of submitting the non-binding vote on compensation of the Company’s Named Executive Officers to shareholders on an annual basis, the Board of Directors has decided at this time to conduct this vote annually.
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 6, 2011 | By: | /s/ Amy J. Tangeman | ||||
| Amy J. Tangeman | ||||||
| Vice President, General Counsel and Secretary | ||||||