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EXPD > SEC Filings for EXPD > Form 8-K on 6-Nov-2012All Recent SEC Filings

Show all filings for EXPEDITORS INTERNATIONAL OF WASHINGTON INC

Form 8-K for EXPEDITORS INTERNATIONAL OF WASHINGTON INC


6-Nov-2012

Regulation FD Disclosure


Item 7.01. Regulation FD Disclosure.

Expeditors International of Washington, Inc. (NASDAQ:EXPD) has posted a description of the duties of the Board of Directors' Lead Independent Director (see below) on the Company's website at www.investor.expeditors.com.

Policy Regarding the Positions of
Lead Independent Director
and
Chairman of the Board of Directors
The Lead Independent Director of the Board of Directors (the "Board") of Expeditors International of Washington, Inc. (the "Company") shall be appointed and removed by action of the independent members of the Board. The Lead Independent Director shall be "independent" within the meaning of all applicable independence requirements of The NASDAQ Stock Market and the Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder. The Lead Independent Director is responsible for: (1) presiding at all meetings of the Board if/when the Chairman is not able to be present; (2) presiding at executive sessions of the independent directors; (3) advising the Chairman as to Board agenda items and meeting dates; (4) being a liaison between the Chairman and the independent directors; and (5) any other duties as requested and/or authorized by the Board, which include, but are not limited to:
1. Approving information sent to the Board;

2. Approving meeting agendas for the Board;

3. Approving meeting schedules to assure adequate time for discussion of all agenda items;

4. Calling meetings of independent directors; and

5. If requested by major shareholders, ensuring that he or she is available for consultation and direct communication.

On May 5, 2010, the Board appointed Robert R. Wright to the role of Lead Independent Director.
Following the completion of Peter Rose's service as the Chairman of the Board, the position of Chairman of the Board shall be filled by a director that is "independent" within the meaning of all applicable independence requirements of The NASDAQ Stock Market and the Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder. Following the appointment of an independent director to the position of Chairman of the Board, the position of Lead Independent Director shall be suspended.


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