EXPEDITORS INTERNATIONAL OF WASHIN (EXPD)
Sector: Industrials
2026 Annual Meeting Analysis
EXPEDITORS INTERNATIONAL OF WASHIN · Meeting: May 5, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Carlile has served since 2019 (approximately 7 years), passes the overboarding check (one other public board seat), attended all meetings, and EXPD's 3-year price return of 40.2% is strongly positive; the gap versus XLI of -36.0pp falls well short of the 65pp trigger threshold required to vote against directors when absolute TSR exceeds 20%.
Alger has served since 2017, holds no other public board seats, attended all required meetings, and the TSR underperformance versus XLI (-36.0pp) does not meet the 65pp threshold required to trigger a no vote given EXPD's strong positive absolute 3-year return.
DuBois has served since 2016, holds no public board seats (only private/advisory roles), attended all meetings, and the TSR gap versus XLI (-36.0pp) does not exceed the 65pp trigger threshold applicable when absolute 3-year TSR is above 20%.
Emmert has served since 2008, holds one other public board seat (Weyerhaeuser), attended all meetings, and the TSR underperformance versus XLI (-36.0pp) does not reach the 65pp threshold required for a no vote given the strongly positive absolute 3-year return.
Gulyas has served since 2015, holds one other public board seat (Ingevity), attended all meetings, and the TSR gap versus XLI (-36.0pp) does not trigger the 65pp threshold applicable to directors at a company with strong positive absolute 3-year TSR.
Pedersen has served since 2022 (approximately 4 years), holds one other public board seat (trivago), is a CPA and designated audit committee financial expert, attended all meetings, and the TSR underperformance versus XLI (-36.0pp) does not meet the 65pp threshold required to vote against directors with strong positive absolute 3-year TSR.
Pelletier has served since 2013, holds two other public board seats (Frontdoor and Ameriprise Financial) which keeps her at three total public board seats — below the four-seat overboarding threshold — attended all meetings, and the TSR gap versus XLI (-36.0pp) does not exceed the applicable 65pp trigger.
Polius has served since 2021 (approximately 5 years), holds no other public board seats, is a CPA and designated audit committee financial expert, attended all meetings, and the TSR underperformance versus XLI (-36.0pp) does not meet the 65pp threshold applicable to a company with strongly positive absolute 3-year TSR.
Wall joined the board in April 2025 — less than 24 months ago — and is therefore exempt from the TSR underperformance trigger under the policy; he holds no other public board seats, attended all meetings since joining, and brings 38+ years of industry experience as the current CEO.
All nine director nominees pass the policy screens. EXPD's 3-year absolute price return of 40.2% is strongly positive; the underperformance versus the sector ETF XLI is -36.0pp, which does not meet the 65pp trigger threshold applicable at this return level. No director is overboarded, all attended at least 75% of meetings, the board discloses a skills matrix, audit committee members have demonstrated financial expertise, and no disqualifying familial or independence issues arise. The new CEO-director (Wall) joined within the past 24 months and is exempt from the TSR trigger. All nine directors receive a FOR vote.
Say on Pay
✓ FORCEO
Daniel R. Wall
Total Comp
$9,643,863
Prior Support
89.8%%
CEO Daniel Wall's total compensation of $9,643,863 is within a reasonable range for a CEO of a $19.2B market-cap industrial/logistics company, and the prior Say on Pay vote received 89.8% support — well above the 70% threshold that would require responsive action. The compensation structure is genuinely performance-driven: base salary is capped at $100,000 (less than 2% of total pay), with over 80% of CEO pay tied directly to operating income and multi-year stock performance through the incentive pool and PSU/RSU awards; PSU awards vest only upon achieving aggressive 3-year net revenue and earnings-per-share targets, and the 2023 PSU awards vested at 190% of target reflecting strong actual performance. The Compensation Committee has also reduced overall NEO allocation percentages by 40% since 2021, demonstrating active stewardship, and a meaningful clawback policy covering all senior executives is in place.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,397,000
Non-Audit Fees
$0
KPMG's non-audit fees were zero in 2025 (total fees equaled audit fees of $4,397,000), so the non-audit fee ratio is 0% — well below the 50% threshold that would trigger a no vote. KPMG is a Big 4 firm appropriate for EXPD's $19.2B market cap. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy. No material restatements attributable to audit failure are indicated; the previously reported material weaknesses in IT controls were remediated by year-end 2025 under active Audit Committee oversight.
Actual Vote Results
Meeting held May 5, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Olivia D. Polius | 99.9% | 111.3M | 95,828 | ✓ Elected |
| Glenn M. Alger | 99.4% | 110.7M | 655,513 | ✓ Elected |
| James M. DuBois | 99.4% | 110.7M | 673,103 | ✓ Elected |
| Daniel R. Wall | 99.4% | 110.6M | 695,342 | ✓ Elected |
| Robert P. Carlile | 99.1% | 110.4M | 957,041 | ✓ Elected |
| Brandon S. Pedersen | 99.0% | 110.2M | 1.1M | ✓ Elected |
| Diane H. Gulyas | 97.1% | 108.0M | 3.2M | ✓ Elected |
| Mark A. Emmert | 93.2% | 103.8M | 7.6M | ✓ Elected |
| Liane J. Pelletier | 90.4% | 100.7M | 10.7M | ✓ Elected |
Say on Pay
For 103.7M · Against 7.5M · Abstain 343,435
Auditor Ratification
For 110.8M · Against 8.4M · Abstain 3.3M
Overall Assessment
EXPD's 2026 annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under the policy. The compensation program is genuinely performance-linked with minimal fixed pay, the auditor relationship is clean with zero non-audit fees, and no director triggers the TSR, overboarding, attendance, or independence screens; there are no stockholder proposals on the ballot, as the Chevedden proposal was excluded from the proxy on the basis of substantial implementation.