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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: August 2, 2021

(Date of earliest event reported)

 

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

(Exact name of registrant as specified in its charter)

 

Washington

 

000-13468

 

91-1069248

(State or other jurisdiction of

 

(Commission File No.)

 

(IRS Employer

incorporation or organization)

 

 

 

Identification Number)

 

 

 

 

 

1015 Third Avenue,

 

 

 

 

Seattle, Washington

 

(206) 674-3400

 

98104

(Address of principal executive offices)

 

(Registrant's telephone number, including area code)

 

(Zip Code)

 

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

 

NASDAQ Global Select Market

 

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On August 2, 2021, Robert R. Wright, Chairman of the Board of Directors (the “Board”) of Expeditors International of Washington, Inc. (the “Company”), provided notice to the Board that upon completion of his current term as Director, he does not intend to stand for re-election at the Company’s 2022 Annual Meeting of Shareholders. Mr. Wright’s decision to not stand for re-election was not the result of any disagreement with management or the Board.

In connection with Mr. Wright’s decision to not stand for re-election, the Board has appointed Robert P. Carlile as Chair-Elect of the Board. Mr. Carlile has been a Director since May 2019 and currently serves as the Audit Committee Chair.


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 thereunto duly authorized.

 

 

 

 

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

 

 

 

August 5, 2021

 

/s/ JEFFREY F. DICKERMAN

 

 

Jeffrey F. Dickerman, Senior Vice President, General Counsel