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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:

  • A. Integrity and Judgment. Directors should have the highest level of integrity, ethical character and the ability to exercise sound business judgment on a broad range of issues consistent with the Company's values.
  • B. Knowledge. Directors should be financially literate and have a sound understanding of business strategy, corporate governance and board operations.
  • C. Diversity. Directors should be capable of representing the multi-cultural nature of our global corporation with consideration being given to a diverse board in terms of gender and ethnic membership.
  • D. Independence. Directors who are not current or former management should meet the spirit as well as the letter of the applicable independence standards. In addition, all Directors should be independent in their thought and judgment so that they represent the long-term interests of all shareholders of the Company.
  • E. Experience and Accomplishments. Directors should have significant experience and proven superior performance in professional endeavors whether this experience is in business, government, academia or with non-profit organizations.
  • F. Board Interaction. Directors should value board and team performance over individual performance, demonstrate respect for others and facilitate superior board performance. Directors should be willing and able to devote the time required to become familiar with Company's business and to be actively involved in the Board and its decision-making.
  • G. Skills. Directors should have expertise in one or more of the following areas: accounting and finance, technology, management, international business outside of the United States, compensation, corporate governance, strategy, industry knowledge and general business matters.
  • H. Long-Term Commitment. Directors should have the ability and commitment to serve on the Board for an indefinite period.

3. Identification of Candidates

A. Internal Process for Identifying 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.

B. Candidates Proposed by Stockholders.

  • i. General Nomination Right of All Stockholders.

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 following notice, information and consent provisions. In order for a stockholder's director nomination to be timely, the stockholder must deliver written notice to the Company's secretary not less than 120 days prior to any meeting of stockholders called for the election of directors. Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected together with detailed background of the candidate that will demonstrate how the individual meets the Board Membership Criteria set forth above and shall identify each person, acting alone or as part of a group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee or nominees.

  • ii. Proposals by Qualified Stockholders.

In addition to those Candidates identified through its own internal processes, the Committee will evaluate Candidates proposed by Qualified Stockholders (defined below) in accordance with this Policy. All Candidates (whether identified internally or by a Qualified 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 single stockholder, or group of stockholders, that has beneficially owned more than 5% of the Company's outstanding common stock for at least one year and that satisfies the notice, information and consent provisions in this Policy (such individual or group, the "Qualified Stockholder"), 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.

Any Candidate proposed by a Qualified Stockholder must be independent of the Qualified 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 Qualified 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:

    • Proof of the required stock ownership (including the required holding period) of the stockholder or group of stockholders. The Committee may determine whether the required stock ownership condition has been satisfied for any stockholder that is the registered owner. Any stockholder that is not the registered stockholder may submit one of the following to the Company to evidence the required ownership percentage and holding period:
      • A written statement from the record holder of the stock (usually a bank or broker) verifying that, at the time the stockholder mailed the Notice, the stockholder had held the required percentage of shares for at least one year; or
      • If the stockholder has filed a Schedule 13D, Schedule 13G, Form 3, Form 4, and/or Form 5, or amendments to those documents or updated forms, reflecting ownership of the shares as of or before the date that the Notice was mailed, a copy of the schedule and/or form, and any subsequent amendments reporting a change in ownership level, as well as a written statement from the stockholder that the stockholder continuously held the required percentage of shares for the one-year period as of the date that the Notice was mailed.
    • A written statement that the stockholder intends to continue to own the required percentage of shares 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. The 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 through general stockholder nomination rights pursuant to the Amended and Restated Bylaws of the Company, 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.