8-K



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 3, 2016
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 2016 Stock Option Plan is incorporated herein by reference. A summary of the 2016 Stock Option 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 24, 2016. This summary is incorporated herein by reference to the Proxy Statement and qualified in its entirety by reference to the full text of the Plan and related form of 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 of shareholders (the “Annual Meeting”) of Expeditors International of Washington, Inc. (the “Company”) held on May 3, 2016, 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 the 2016 Stock Option Plan; (4) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2016; (5) approved a Proxy Access Amendment to the Company's Bylaws; and (6) did not approve a shareholder proposal on recovery of unearned management bonuses. 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)
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:
 
Number of Shares
 
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
Robert R. Wright
145,041,693

 
762,787

 
312,394

 
15,909,389

James M. DuBois
145,041,072

 
968,687

 
107,115

 
15,909,389

Mark A. Emmert
139,745,479

 
6,334,972

 
36,423

 
15,909,389

Diane H. Gulyas
141,648,284

 
4,428,289

 
40,301

 
15,909,389

Dan P. Kourkoumelis
143,484,830

 
2,518,016

 
114,028

 
15,909,389

Michael J. Malone
143,026,400

 
2,982,973

 
107,501

 
15,909,389

Richard B. McCune
145,306,289

 
705,079

 
105,506

 
15,909,389

Jeffrey S. Musser
145,067,250

 
944,509

 
105,115

 
15,909,389

Liane J. Pelletier
145,237,013

 
842,315

 
37,546

 
15,909,389

James L.K. Wang
144,635,155

 
1,380,990

 
100,729

 
15,909,389

Tay Yoshitani
139,830,508

 
6,245,538

 
40,828

 
15,909,389

(2)    Advisory vote to approve Named Executive Officer compensation:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
98,552,187

 
47,387,411

 
177,276

 
15,909,389

(3)    Approve 2016 Stock Option Plan:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
136,607,870

 
9,352,349

 
156,655

 
15,909,389

(4)    Ratification of independent registered public accounting firm for the year ending December 31, 2016:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
160,851,743

 
1,075,838

 
98,682

 


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(5)    Approve a Proxy Access Amendment to the Company's Bylaws:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
145,677,412

 
308,163

 
131,299

 
15,909,389

(6)    Shareholder proposal: recovery of unearned management bonuses:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
42,884,488

 
102,885,932

 
346,454

 
15,909,389



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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 4, 2016
By:
/s/ Benjamin G. Clark
 
 
Benjamin G. Clark
 
 
Senior Vice President, General Counsel and Corporate Secretary




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