Policy on Director Nominations
1. Purpose of the Policy
This Policy on Director Nominations (the "Policy") describes the process by which candidates for possible inclusion in the Company's recommended slate of director nominees (the "Candidates") are selected. The Policy is established and administered by the Nominating Committee (the "Committee") of Expeditors International of Washington, Inc. (the "Company").
2. Board Membership Criteria
The Committee's charter provides that the Committee is responsible for, among other things, identifying individuals qualified to become members of the Company's Board of Directors (the "Board") and selecting, or recommending to the Board, the nominees to stand for election as directors.
The Committee shall take into account all of the following criteria when determining the qualifications of any candidate for director:
- Integrity and judgment;
- Knowledge and skills;
- Experience and accomplishments;
- Contribution to board diversity;
- Contribution to board interaction; and
- Ability and willingness to make long-term commitment.
3. Identification of Candidates
The Committee has two primary methods for identifying Candidates (other than those proposed by the Company's Stockholders, as discussed below). First, the Committee may solicit ideas for possible Candidates from a number of sources including present members of the Board; senior level Company executives; individuals personally known to the members of the Board; and research, including database and Internet searches.
Second, the Committee may from time to time use its authority under its charter to retain at the Company's expense one or more search firms to identify Candidates (and to approve any such firms' fees and other retention terms). If the Committee retains one or more search firms, such search firms may be asked to identify possible Candidates who meet the qualifications expressed in this Policy, to interview and screen such candidates (including conducting appropriate background and reference checks), to act as a liaison among the Board, the Committee and each Candidate during the screening and evaluation process, and thereafter to be available for consultation as needed by the Committee.
- i. Stockholder Nominations Pursuant to Bylaws.
Any stockholder of the Company may nominate one or more persons for election as a director of the Company at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions of Article II of the Company's bylaws.
- ii. Proposals by Stockholders.
In addition to those Candidates identified through its own internal processes, the Committee will evaluate Candidates proposed by stockholders in accordance with this Policy. All Candidates (whether identified internally or by a stockholder) who, after evaluation, are then recommended by the Committee and approved by the Board will be included in the Company's recommended slate of director nominees in its proxy statement.
Any stockholder that satisfies the notice, information and consent provisions in this Policy may propose a Candidate for evaluation by the Committee, by delivering a written notice to the Committee satisfying each of the requirements described below (the "Notice"). The Notice must be received by the Committee not less than 120 calendar days before the anniversary of the date of the Company's proxy statement released to stockholders in connection with the previous year's annual meeting. Where the Company changes its annual meeting date by more than 30 days from year to year, the Notice must be received by the Committee no later than the close of business on the 10th day following the day on which notice of the date of the upcoming annual meeting is publicly disclosed.
In considering a Candidate, the Committee will take into account the size and duration of a recommending stockholder’s ownership interest in the Company. In addition, any Candidate proposed by a stockholder must be independent of the stockholder in all respects (i.e., free of any material personal, professional, financial or business relationships from the nominating stockholder), as determined by the Committee or by applicable law and satisfy the minimum standards for directors set forth in this policy. Any Candidate submitted by a stockholder must also meet the definition of an "independent director" under applicable NASDAQ rules.
The Notice shall also contain or be accompanied by the following information or documentation:
- The stock ownership and holding period of the stockholder’s ownership interest in the Company.
- A written statement that the stockholder intends to continue to remain a stockholder through the date of the annual meeting with respect to which the Candidate is nominated.
- The name or names of each stockholder submitting the proposal, the name of the Candidate, and the written consent of each such stockholder and the Candidate to be publicly identified.
- Regarding the Candidate, such person's: name, age, business and residence addresses, principal occupation or employment, number of shares of the Company's stock, if any, beneficially owned, a written resume or curriculum vitae of personal and professional experiences, and all other information relating to the Candidate that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the regulations promulgated there under (the "Exchange Act").
- Regarding the Candidate, information, documents or affidavits demonstrating to what extent the Candidate meets the required minimum criteria, and the desirable qualities or skills, described in this Policy. Notice must also include a written statement that the stockholder submitting the proposal and the Candidate will make available to the Committee all information reasonably requested in furtherance of the Committee's evaluation of the Candidate.
- Regarding the stockholder submitting the proposal, the stockholder's business address and contact information and any other information that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act.
- The signature of each Candidate and of each stockholder submitting the proposal.
The Notice shall be delivered in writing, by registered or certified, first-class mail, postage prepaid, to the following address:
- Expeditors International of Washington, Inc.
- 1015 Third Avenue, Suite 1200
- Seattle, WA 98104
- Attention: Corporate Secretary
The Secretary will promptly forward the Notice to the Chair of the Committee. Except as may be required by applicable law, rule or regulation, the Committee will have no obligation to acknowledge receipt of the Notice or otherwise communicate with the stockholder submitting the Notice.
4. Evaluation of Candidates
Other than nominees of stockholders proposed pursuant to the Company's bylaws, the Committee will consider all Candidates identified through the processes described above, and will evaluate each of them, including incumbents, based on the criteria set forth above and in the Committee's Charter.
This Policy on Director Nominations is intended to provide a set of flexible guidelines for the effective functioning of the Company's director nominations process. The Committee intends to review this Policy at least annually and anticipates that modifications may be necessary from time to time as the Company's needs and circumstances evolve, and as applicable legal or listing standards change. The Committee may modify or amend this Policy at any time without advance notice.