Expeditors International Of Washington Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine director nominees to hold office until the next annual meeting or until their successors are elected or qualified.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote approving the compensation of the Named Executive Officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s Named Executive Officer (NEO) compensation as disclosed in the proxy. Management seeks shareholder approval to reaffirm its long-standing pay-for-performance program, which features base salaries intentionally set well below market, incentive payouts tied to a fixed percentage of U.S. GAAP operating income (the Incentive Pool), and equity awards (RSUs and PSUs) with multi-year performance conditions. The Board emphasizes that the design aligns executives’ incentives with profitable, long-term value creation and that payouts fall with operating income, including a policy that no incentive payments are made for quarters with operating losses. The Compensation Committee has progressively reduced NEO allocations to the Incentive Pool since 2021 and increased equity-based pay to emphasize long-term alignment and retention. The vote is advisory and non-binding, but the Board will consider the outcome in future compensation decisions; management highlights prior strong shareholder support (approximately 89.8% in 2025) as evidence of alignment. Potential governance criticisms would focus on the high pay concentration for executives when performance is strong and the limited disclosure of PSU targets (not disclosed due to policy), which may raise transparency concerns for some investors. The Board’s rationale stresses cultural and operational context: the program supports a unique pay culture at Expeditors that ties executives’ fortunes directly to company profitability and is presented as a competitive advantage. The Compensation Committee’s active oversight, clawback policy, and engagement with shareholders are cited as mitigants to excessive risk-taking and as supporting the Board’s recommendation to vote FOR the proposal.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm to audit the consolidated financial statements for 2026.

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When is the Expeditors International Of Washington Inc 2026 annual meeting?

Expeditors International Of Washington Inc (EXPD) holds its 2026 annual shareholder meeting on Tuesday, May 5, 2026.

What is the record date for the Expeditors International Of Washington Inc 2026 meeting?

The record date for the Expeditors International Of Washington Inc 2026 meeting is Tuesday, March 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Expeditors International Of Washington Inc's 2026 meeting?

The board is presenting 9 director nominees at the Expeditors International Of Washington Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Expeditors International Of Washington Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Expeditors International Of Washington Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.