Expeditors International of Washington (EXPD) Proxy filing summary

Executive summary

• 2025 was marked by significant external challenges, including geopolitical tensions and tariff changes, leading to a renewed focus on operational excellence and growth, with realignment of departments and leadership transitions, including new CEO and CFO appointments.

• Financial performance in 2025 was strong despite a decline in ocean markets, with double-digit growth in customs, road freight, and warehousing services; $875 million was returned to shareholders via repurchases and dividends.

• The company expects ongoing industry volatility and is committed to growth diversification, pricing optimization, and cost alignment in 2026.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the election of nine directors, an advisory vote on executive compensation, and ratification of the independent auditor.

• The board recommends voting FOR all director nominees and both proposals.

• A shareholder proposal regarding director resignation after failed elections was excluded, as existing bylaws already require immediate resignation for directors not receiving a majority vote.

Board of directors and corporate governance

• The board consists of nine members (eight independent, one non-independent), with a mix of tenures and diverse backgrounds in operations, finance, technology, and governance.

• Annual board and committee evaluations are conducted, and director retirement is set at age 75 unless waived.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors.

• Proxy access is available for qualifying shareholders, and there is no shareholder rights plan.