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 7, 2014
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):
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))





Item 5.02
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 2014 Stock Option Plan; the approval of the amendment to the 2002 Employee Stock Purchase Plan; and the approval of the 2014 Directors' Restricted Stock Plan (the “Plans”) are incorporated herein by reference. Summaries of each Plan terms were provided in the Company's definitive proxy statement (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2014. These summaries are incorporated herein by reference to the Proxy Statement and qualified in its entirety by reference to the full text of the Plans and related form of agreements, copies of which are attached as appendices to the Proxy Statement.
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 7, 2014, the shareholders of the Company: (1) elected each of the director nominees set forth below to serve until the next annual meeting of shareholders; (2) advised against, on a non-binding basis, the compensation of the Company's Named Executive Officers; (3) approved the adoption of the 2014 Plan; (4) approved the amendment to the 2002 Plan; (5) approved the adoption of the 2014 Directors' Plan; and (6) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014. No other business was transacted at the meeting.
The Compensation Committee of the Board of Directors has reviewed the results of the non-binding vote on compensation of Named Executive Officers and will conduct further analysis over the next several months, including review of feedback received from shareholders.
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 eleven (11) directors, each to serve until the next annual meeting of shareholders:
 
Number of Shares
 
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
Peter J. Rose
146,154,496

 
13,195,263

 
116,126

 
15,524,477

Robert R. Wright
138,656,291

 
20,713,437

 
96,157

 
15,524,477

Mark A. Emmert
156,316,470

 
3,046,148

 
103,267

 
15,524,477

R. Jordan Gates
146,137,239

 
13,229,908

 
98,739

 
15,524,477

Dan P. Kourkoumelis
154,070,883

 
5,298,225

 
96,778

 
15,524,477

Michael J. Malone
136,917,167

 
22,451,002

 
97,717

 
15,524,477

John W. Meisenbach
137,555,546

 
21,814,825

 
95,515

 
15,524,477

Jeffrey S. Musser
152,889,024

 
6,469,393

 
107,469

 
15,524,477

Liane J. Pelletier
157,789,431

 
1,577,128

 
99,326

 
15,524,477

James L.K. Wang
137,489,498

 
21,879,404

 
96,984

 
15,524,477

Tay Yoshitani
157,047,362

 
2,315,884

 
102,640

 
15,524,477

(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
69,091,584

 
87,184,972

 
3,189,330

 
15,524,477

(3)    To approve the adoption of the 2014 Plan:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
154,520,850

 
4,721,558

 
223,478

 
15,524,477

(4)    To approve the amendment to the 2002 Plan:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
158,242,170

 
1,064,120

 
159,595

 
15,524,477


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(5)    To approve the adoption of the 2014 Directors' Plan:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
155,193,869

 
4,060,078

 
211,939

 
15,524,477

(6)
To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
174,156,340

 
702,896

 
131,127

 



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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, 2014
By:
/s/ Amy J. Scheer
 
 
Amy J. Scheer
 
 
Senior Vice President, General Counsel and Secretary




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