PROPOSAL 6-SHAREHOLDER PROPOSAL TO AMEND EXISTING EQUAL
OPPORTUNITY POLICY TO SPECIFICALLY INCLUDE SEXUAL ORIENTATION
Trillium Asset Management, 711 Atlantic Avenue, Boston, MA 02111-2809, who
has continuously managed more than $2,000 of Expeditors stock for at least one
year prior to November 27, 2007, has given notice of its intention to present
the following proposal for action at the Annual Meeting.
WHEREAS: Expeditors International does not explicitly prohibit
discrimination based on sexual orientation in its written employment policy;
Our direct competitors EGL and UPS explicitly prohibit this form of
discrimination in their written policies; in Washington where Expeditors is
headquartered, a number of major employers have this policy, including
Microsoft, Starbucks, Safeco, Weyerhauser, Washington Mutual, Costco, Expedia,
Nordstrom and others (see www.hrc.org/worklife);
Nearly 90% of the Fortune 500 companies have adopted written
nondiscrimination policies prohibiting harassment and discrimination on the
basis of sexual orientation, as have 98% of the Fortune 100 companies, according
to the Human Rights Campaign;
We believe that corporations that prohibit discrimination on the basis of
sexual orientation have a competitive advantage in recruiting and retaining
employees from the widest talent pool;
National public opinion polls consistently find more than three quarters
Americans support equal rights in the workplace for gay men, lesbians and
bisexuals.
º •
º According to a September 2005 survey by Harris Interactive and
Witeck-Combs, 57% of heterosexual respondents consider it extremely or
very important that a company have a written non-discrimination policy
that includes sexual orientation, compared to only 43% in 2002.
Additionally, only 47% believe that senior executives at their
companies welcome, hire, and encourage a diverse workforce.
º •
º A March 2003 Gallup poll found 88% of respondents favored equal
opportunity in employment for gays and lesbians.
The State of California and twelve cities, including Minneapolis, San
Francisco, Seattle and Los Angeles have adopted legislation restricting business
with companies that do not guarantee equal treatment for lesbian and gay
employees, and similar legistlation is pending in other jurisdictions;
Our company has operations in, and makes sales to institutions in states and
cities that prohibit discrimination on the basis of sexual orientation;
Eighteen states, the District of Columbia and 171 cities and counties
(including the cities of Seattle, Olympia, Burien and Tacoma), have laws
prohibiting employment discrimination based on sexual orientation;
RESOLVED: The Shareholders request that Expeditors International amend its
written equal employment opportunity policy to explicitly prohibit
discrimination based on sexual orientation and to substantially implement the
policy.
43
SUPPORTING STATEMENT:
Employment discrimination on the basis of sexual orientation diminishes
employee morale and productivity. Because state and local laws are inconsistent
with respect to employment discrimination, our company would benefit from a
consistent, corporate wide policy to enhance efforts to prevent discrimination,
resolve complaints internally, and ensure a respectful and supportive atmosphere
for all employees. Expeditors International will enhance its competitive edge by
joining the growing ranks of companies guaranteeing equal opportunity for all
employees.
BOARD OF DIRECTORS' RESPONSE:
The Board of Directors unanimously recommends voting against this proposal
and believes that our current policy and practice more than achieve the
objectives of this shareholder proposal.
Our long standing policy is as follows:
"Expeditors has a policy of equal opportunity with respect to race, sex,
marital status, age, color, religion, creed, national origin, handicapped,
veteran or other protected status. The Company is morally and legally
committed to give all persons an equal opportunity for employment and
promotion based solely on their individual qualifications and the valid
requirements of the position. While supervisors and managers are charged
with the responsibility of preventing discrimination, the success of the
Company's equal opportunity policy really depends on the unbiased attitudes
and actions of all employees."
The factors specifically listed in the first sentence of the existing policy
are those prohibited by existing federal law. The second sentence of this policy
goes beyond these basic legal requirements and obligates the Company to extend
equal opportunity in employment and promotion to all persons subject only to
classification based upon individual qualifications and valid requirements of
the particular position.
This shareholder resolution itself implies that some additional action would
be necessary to implement the resolution. This is simply not the case. The
Company has received no indication from its employees that discrimination on the
basis of sexual orientation is practiced within the Company, nor has the Company
received notice from its employees, customers or suppliers that the Company's
employment policies or practices jeopardize its relationship with any of them.
In conclusion, this shareholder resolution is both unwarranted and
unnecessary.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE AGAINST
PROPOSAL 6-SHAREHOLDER PROPOSAL TO AMEND EXISTING EQUAL OPPORTUNITY POLICY TO
SPECIFICALLY INCLUDE SEXUAL ORIENTATION.
44
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected KPMG LLP to continue as its principal independent
registered public accounting firm for the current year. Representatives of
KPMG LLP are expected to be present at the Annual Meeting and have the
opportunity to make a statement, if they so desire, and to respond to
appropriate questions.
Set forth below is information relating to the aggregate KPMG LLP fees for
professional services rendered for the fiscal years ended December 31, 2007 and
2006, including affiliated member firms of the KPMG International network.
Description of Professional Service 2007 2006
Audit Fees(1) $ 2,421,000 $ 2,368,000
Audit Related Fees $ - $ -
Tax Fees(2) $ 36,000 $ 29,000
All Other Fees $ - $ -
º (1)
º Includes fees associated with the annual audit, the reviews of the
Company's quarterly reports on Form 10-Q, and statutory audits required
internationally.
º (2)
º Includes the fees for tax advice and compliance. No fees were paid to
KPMG LLP in either year for tax planning.
In 2008, the Audit Committee updated a policy which prohibits the Company
from retaining its principal independent registered public accounting firm for
any engagements other than those that could be described above as audit, audit
related, or other services pre-approved by the Audit Committee.
In all cases, the Audit Committee has approved the services provided in
advance and has determined that the provision of any of these services is
compatible with KPMG LLP maintaining its independence.
OTHER BUSINESS
As of the date of this Proxy Statement, management knows of no other
business which will be presented for action at the meeting. If any other
business requiring a vote of the shareholders should come before the meeting,
the persons designated as your proxies will vote or refrain from voting in
accordance with their best judgment.