UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 3, 2020
(Date of earliest event reported)
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
(Exact name of registrant as specified in its charter)
Washington | | 000-13468 | | 91-1069248 |
(State or other jurisdiction of | | (Commission File No.) | | (IRS Employer |
incorporation or organization) | | | | Identification Number) |
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1015 Third Avenue, | | | | |
Seattle, Washington | | (206) 674-3400 | | 98104 |
(Address of principal executive offices) | | (Registrant's telephone number, including area code) | | (Zip Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | EXPD | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change to Allow Company to Hold Virtual Annual Meeting
On August 3, 2020, the Board of Directors of Expeditors International of Washington, Inc. (the "Company") adopted an amendment (the "Amendment") to Article II(14) of the Bylaws of the Company to clarify the Company’s ability to hold its annual meeting of shareholders virtually by any means of remote communication that satisfy the Washington Business Corporation Act and to permit the Board of Directors to establish guidelines and procedures applicable to participation of the meeting. The Amendment became effective immediately upon its adoption.
The Bylaws, as so amended and restated, are attached hereto as Exhibit 3.2, which exhibit is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number | Description |
3.2 | Amended and Restated Bylaws of Expeditors International of Washington, Inc. (as of August 3, 2020) |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. |
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August 4, 2020 | | /s/ JEFFREY F. DICKERMAN |
| | Jeffrey F. Dickerman, Senior Vice President, General Counsel and Corporate Secretary |
