Expeditors (NYSE: EXPD) holders approve pay, board and KPMG

Rhea-AI Filing Summary

Expeditors International of Washington, Inc. held its annual meeting where shareholders elected nine directors, approved executive pay on an advisory basis, and ratified KPMG LLP as independent auditor for the year ending December 31, 2026.

Director support was strong, with most nominees receiving over 108 million votes in favor. The advisory vote on Named Executive Officer compensation passed with about 103.7 million votes for, and shareholders ratified KPMG with approximately 110.8 million votes in favor.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Glenn M. Alger votes for: 110,748,649 votes Executive pay votes for: 103,651,265 votes Executive pay votes against: 7,487,591 votes +3 more

6 metrics

Glenn M. Alger votes for 110,748,649 votes Director election at annual meeting

Executive pay votes for 103,651,265 votes Advisory vote on Named Executive Officer compensation

Executive pay votes against 7,487,591 votes Advisory vote on Named Executive Officer compensation

KPMG ratification votes for 110,799,170 votes Auditor ratification for year ending December 31, 2026

KPMG ratification votes against 8,370,398 votes Auditor ratification proposal

Broker non-votes on pay 11,018,734 votes Advisory vote on Named Executive Officer compensation

Key Terms

advisory vote, Named Executive Officers, independent registered public accounting firm, broker non-votes, +1 more

5 terms

advisory vote financial

"approved an advisory vote on the compensation of the Company's Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Named Executive Officers financial

"approved an advisory vote on the compensation of the Company's Named Executive Officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Broker Non-Votes | --------------------------------------------------------------------- Glenn M. Alger"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

annual meeting of shareholders financial

"At the annual meeting of shareholders (the “Annual Meeting”) of Expeditors International of Washington, Inc."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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Understanding 8-K Material Events →

0000746515false00007465152026-05-052026-05-05

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 05, 2026

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.)
3545 Factoria Blvd SE Sterling Plaza 2 3rd Floor
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 5, 2026, 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, 2026.

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		110,748,649			655,513			78,129			11,018,734
Robert P. Carlile		110,442,206			957,041			83,044			11,018,734
James M. DuBois		110,721,929			673,103			87,259			11,018,734
Mark A. Emmert		103,790,774			7,551,913			139,604			11,018,734
Diane H. Gulyas		108,038,928			3,244,198			199,165			11,018,734
Brandon S. Pedersen		110,215,539			1,126,357			140,395			11,018,734
Liane J. Pelletier		100,683,902			10,717,519			80,870			11,018,734
Olivia D. Polius		111,268,420			95,828			118,043			11,018,734
Daniel R. Wall		110,643,032			695,342			143,917			11,018,734

(2)Advisory vote to approve Named Executive Officer compensation:

Voted For			Voted Against			Abstain			Broker Non-Votes
	103,651,265			7,487,591			343,435			11,018,734

(3)Ratification of independent registered public accounting firm for the year ending December 31, 2026:

Voted For			Voted Against			Abstain			Broker Non-Votes
	110,799,170			8,370,398			3,331,457			0

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.
Date:	May 6, 2026	By:	/S/ David A. Hackett
			David A. Hackett, Senior Vice President and Chief Financial Officer

FAQ

What did Expeditors (EXPD) shareholders approve at the latest annual meeting?

Shareholders elected nine directors, approved an advisory vote on Named Executive Officer compensation, and ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, confirming the company’s proposed board, pay practices, and auditor selection.

How did Expeditors (EXPD) shareholders vote on director elections?

All nine director nominees were elected to serve until the next annual meeting or until their successors are qualified. Each nominee, including Glenn M. Alger and Olivia D. Polius, received more votes “For” than “Against,” with additional broker non-votes reported for each seat.

Was Expeditors (EXPD) executive compensation approved by shareholders?

Yes. The advisory vote on Named Executive Officer compensation received 103,651,265 votes in favor, 7,487,591 votes against, and 343,435 abstentions, with 11,018,734 broker non-votes, indicating overall shareholder support for the company’s current executive pay program structure and levels.

Which audit firm did Expeditors (EXPD) shareholders ratify?

Shareholders ratified KPMG LLP as Expeditors International of Washington, Inc.’s independent registered public accounting firm for the year ending December 31, 2026, with 110,799,170 votes for, 8,370,398 votes against, and 3,331,457 abstentions, and no broker non-votes recorded on this proposal.

Did any Expeditors (EXPD) director nominee receive notable opposition?

Some nominees saw higher opposition than others. For example, Mark A. Emmert received 103,790,774 votes for and 7,551,913 votes against, while Liane J. Pelletier received 100,683,902 votes for and 10,717,519 votes against, though each still secured enough support for election.

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