SEC Comment Letter 0000000000-23-008122 to EXPEDITORS INTERNATIONAL OF WASHINGTON INC (EXPD) (CIK 0000746515) (EXPD)
EXPEDITORS INTERNATIONAL OF WASHINGTON INC (EXPD) (CIK 0000746515)
Date: July 28, 2023 · CIK: 0000746515 · Accession: 0000000000-23-008122
AI Filing Summary & Sentiment
File numbers found in text: 000-13468
Letter
United States securities and exchange commission logo July 28, 2023 Jeffrey Musser Chief Executive Officer Expeditors International of Washington, Inc. 3545 Factoria Blvd SE Bellevue, WA 98006 Re:Expeditors International of Washington, Inc. Definitive Proxy Statement on Schedule 14A Filed March 21, 2023 File No. 000-13468 Dear Jeffrey Musser: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed March 21, 2023 Pay versus Performance, page 45 1.Refer to the graph titled "Absolute Pay vs TSR Alignment." The vertical bars identified as CEO Compensation Actually Paid and NEO Average Compensation Actually Paid appear to reflect the Summary Compensation Table amounts, rather Compensation Actually Paid amounts. In addition, it is not clear why the title of the graph refers to “Absolute Pay,” or why such title refers to TSR but not to “Operating Income,” which is also included in the graph. The requirement of Items 402(v)(5)(i) and (iii) is to describe the relationship between compensation actually paid and total shareholder return, and compensation actually paid and the Company-Selected Measure, respectively. Please ensure that the disclosures provided pursuant to Regulation S-K Item 402(v)(5) reflect the correct amounts and terminology from the pay versus performance table. 2.Please provide a clear description of the relationship between compensation actually paid and net income, as required by Regulation S-K Item 402(v)(5)(ii).
FirstName LastNameJeffrey Musser Comapany NameExpeditors International of Washington, Inc. July 28, 2023 Page 2 FirstName LastName Jeffrey Musser Expeditors International of Washington, Inc. July 28, 2023 Page 2 Please contact Cheryl Brown at 202-551-3905 or Amanda Ravitz at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
July 28, 2023
Jeffrey Musser
Chief Executive Officer
Expeditors International of Washington, Inc.
3545 Factoria Blvd SE
Bellevue, WA 98006
Re:Expeditors International of Washington, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 21, 2023
File No. 000-13468
Dear Jeffrey Musser:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed March 21, 2023
Pay versus Performance, page 45
1.Refer to the graph titled "Absolute Pay vs TSR Alignment." The vertical bars identified
as CEO Compensation Actually Paid and NEO Average Compensation Actually Paid
appear to reflect the Summary Compensation Table amounts, rather Compensation
Actually Paid amounts. In addition, it is not clear why the title of the graph refers to
“Absolute Pay,” or why such title refers to TSR but not to “Operating Income,” which is
also included in the graph. The requirement of Items 402(v)(5)(i) and (iii) is to describe
the relationship between compensation actually paid and total shareholder return, and
compensation actually paid and the Company-Selected Measure, respectively. Please
ensure that the disclosures provided pursuant to Regulation S-K Item 402(v)(5) reflect the
correct amounts and terminology from the pay versus performance table.
2.Please provide a clear description of the relationship between compensation actually paid
and net income, as required by Regulation S-K Item 402(v)(5)(ii).
FirstName LastNameJeffrey Musser
Comapany NameExpeditors International of Washington, Inc.
July 28, 2023 Page 2
FirstName LastName
Jeffrey Musser
Expeditors International of Washington, Inc.
July 28, 2023
Page 2
Please contact Cheryl Brown at 202-551-3905 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program