EXPD DEF 14A DEF-14A Report March 23, 2017 | Alphaminr
EXPEDITORS INTERNATIONAL OF WASHINGTON INC

EXPD DEF 14A Report ended March 23, 2017

EXPEDITORS INTERNATIONAL OF WASHINGTON INC
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TABLE OF CONTENTS
To Our Shareholders Executive Stock Ownership PolicyInsider Trading Policy Prohibits Hedging or PledgingNotice of Annual Meeting of Shareholders Other Retirement or Disability PaymentsAnnual Meeting of Shareholders Potential Payments upon Termination & Changein ControlProxy Summary Policy on Deductibility of CompensationAnnual Meeting of Shareholders Compensation Committee ReportMeeting Agenda & Voting Recommendations Summary Compensation Table for the Fiscal YearCompensation Philosophy Ended December 31, 2016Responding to Shareholders Grants of Plan-Based Awards TableCEO Compensation Option Exercises & Year-End Option Value TablesSubstantive Changes to 2017 Compensation Outstanding Option awards at December 31, 2016Governance Highlights Securities Authorized for Issuance Under EquityCompensation PlansProposal No. 1: Election of 11 DirectorsNominees for Election Proposal No. 3: Approve the Frequency ofDirector Identification & Nomination Process Advisory Votes on Executive CompensationMajority Vote Standard for Director ElectionsProposal No. 4: Approve the 2017 OmnibusCorporate Governance Incentive PlanBoard Operations IntroductionBoard Practices & Procedures Factors Considered in Setting Size of RequestedBoard Attendance Share ReserveDirector Retirement Policy Rationale for Implementing Proposed 2017 PlanBoards Role in Risk Oversight Principal Features of the Proposed 2017 PlanDirector Compensation Program No Outstanding Awards Under 2017 PlanDirector Compensation Table Equity Grants under Prior PlansCertain U.S. Federal Income Tax ConsequencesShareholder Engagement & Stock OwnershipInformation Proposal No. 5: Ratification of IndependentShareholder Engagement Registered Public Accounting FirmCommunicating with the Board of Directors Relationship with Independent Registered PublicInformation Requests Accounting FirmFair DisclosureFive Percent Owners of Company Stock Audit Committee ReportSecurity Ownership of Directors & Executive Officers Audit CommitteeSection 16(A) Beneficial Ownership Reporting 2016 Committee HighlightsComplianceSEC Filings & Reports Shareholder ProposalProposal No. 6: Link Executive CompensationNominating & Corporate Governance to Sustainability PerformanceCommittee Report Supporting StatementNominating & Corporate Governance Committee Company Statement in Opposition2016 Committee HighlightsKey Nominating & Corporate Governance Other InformationPolicies & Practices Other BusinessCertain Relationships & Related TransactionsProposal No. 2: Advisory Vote to Approve Voting ProceduresNamed Executive Officer Compensation Voting SecuritiesSubstantive Changes to 2017 Compensation Solicitation of ProxiesCompensation: What We Do and Don t Do Deadlines for Shareholder Proposals for the 2018Annual Meeting of ShareholdersCompensation Discussion & Analysis HouseholdingBase SalariesExecutive Incentive Compensation Plan Appendix A: Summary of the 2017 Omnibus2016 Long-Term Incentive Grants Incentive PlanPerquisites & Other Personal Benefits Appendix B: Omnibus Incentive PlanRisk & Compensation Clawback Recovery Form of Performance Share Award AgreementRole of the Compensation Committee, Management Exhibit A: Performance Share Award Agreement& Consultants Form of Executive Restricted Stock Unit AwardEmployment Agreements Agreement