PROPOSAL 6SHAREHOLDER 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.
-
-
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.
-
-
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 6SHAREHOLDER 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
|
|
$
|
|
|
$
|
|
-
(1)
-
Includes
fees associated with the annual audit, the reviews of the Company's quarterly reports on Form 10-Q, and statutory audits required internationally.
-
(2)
-
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.