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EXPD > SEC Filings for EXPD > Form 8-K on 3-May-2013All Recent SEC Filings

Show all filings for EXPEDITORS INTERNATIONAL OF WASHINGTON INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for EXPEDITORS INTERNATIONAL OF WASHINGTON INC


3-May-2013

Change in Directors or Principal Officers


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 and ratification of the 2013 Stock Option Plan (the "2013 Plan") is incorporated herein by reference. A summary of the 2013 Plan's 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 29, 2013. This summary is incorporated herein by reference to the Proxy Statement and qualified in its entirety by reference to the full text of the 2013 Plan and related form of stock option agreement, 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 1, 2013, 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 the election and qualification of his or her successor; (2) approved, on a non-binding basis, the compensation of the Company's Named Executive Officers; (3) approved and ratified the adoption of the 2013 Plan; (4) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013; and (5) did not approve a shareholder proposal. 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 ten (10) 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
Peter J. Rose       157,978,430        3,222,056    725,143          16,089,539
Robert R. Wright    156,694,368        5,077,095    154,166          16,089,539
Mark A. Emmert      156,605,153        5,190,508    129,968          16,089,539
R. Jordan Gates     160,686,729        1,141,333     97,567          16,089,539
Dan P. Kourkoumelis 156,054,809        5,734,621    136,199          16,089,539
Michael J. Malone   156,042,541        5,719,542    163,546          16,089,539
John W. Meisenbach  155,915,880        5,841,421    168,328          16,089,539
Liane J. Pelletier  161,149,881          587,957    187,791          16,089,539
James L.K. Wang     160,851,820          943,889    129,920          16,089,539
Tay Yoshitani       158,902,913        2,831,780    190,936          16,089,539

(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 138,231,824 22,898,671 794,750 16,089,923

(3) To approve and ratify the adoption of the 2013 Plan:

Number of Shares
Voted For Voted Against Abstain Broker Non-Votes 155,840,376 5,816,179 268,690 16,089,923

(4) To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013:

Number of Shares
Voted For Voted Against Abstain Broker Non-Votes 177,256,127 620,896 138,145 -

(5) The consider a shareholder proposal:

Number of Shares
Voted For Voted Against Abstain Broker Non-Votes 37,675,712 122,690,437 1,559,096 16,089,923


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