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 06, 2025

    

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

(Exact name of Registrant as Specified in Its Charter)


Washington	001-41871	91-1069248
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Sterling Plaza 2 3rd Floor 3545 Factoria Blvd SE
Bellevue, Washington		98006
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 206 674-3400

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EXPD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 6, 2025, the shareholders of the Company: (1) elected each of the nine director nominees set forth below; (2) approved an advisory vote on the compensation of the Company's Named Executive Officers; and (3) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025.

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 nine directors, each to serve until the next Annual Meeting or until the election or qualification of his or her successor:


	Voted For	Voted Against	Abstain	Broker Non-Votes
Glenn M. Alger	115,125,249	1,062,061	103,659	9,805,493
Robert P. Carlile	113,693,719	2,488,033	109,217	9,805,493
James M. DuBois	81,900,878	34,282,310	107,781	9,805,493
Mark A. Emmert	106,534,834	9,615,544	140,591	9,805,493
Diane H. Gulyas	114,668,079	1,457,323	165,567	9,805,493
Brandon S. Pedersen	74,802,892	41,375,326	112,751	9,805,493
Liane J. Pelletier	107,459,303	8,728,941	102,725	9,805,493
Olivia D. Polius	82,049,975	34,135,278	105,716	9,805,493
Daniel R. Wall	115,246,491	939,374	105,104	9,805,493

(2)

Advisory vote to approve Named Executive Officer compensation:


Voted For	Voted Against	Abstain	Broker Non-Votes
104,096,199	11,859,204	335,566	9,805,493

(3)

Ratification of independent registered public accounting firm for the year ending December 31, 2025:


Voted For	Voted Against	Abstain	Broker Non-Votes
116,393,449	9,005,629	697,384	0


			EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Date:	May 7, 2025	By:	/S/ Bradley S. Powell
			Bradley S. Powell, Senior Vice President and Chief Financial Officer