Expeditors International of Washington Inc.

02/19/2026 | Press release | Distributed by Public on 02/19/2026 16:24

Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2025, Expeditors International of Washington, Inc. (the "Company") entered into employment agreement with Roberto A. Martinez, President, Global Products (hereinafter "Employment Agreement") effective as of June 1, 2025.

Under the terms of the Employment Agreement, Mr. Martinez will receive an annual base salary of $100,000, subject to periodic review and adjustment by the Company's Board of Directors or its Compensation Committee. Mr. Martinez is also eligible to receive incentive-based compensation as established by the Company's Board of Directors or its Compensation Committee.

The Employment Agreement also provide for severance benefits in the event of a termination without cause, subject to a release of claims or resignation. The Employment Agreement contain a mandatory six-month non-compete and 12-month non-solicitation provision.

There are no family relationships between Mr. Martinez and any director or executive officer of the Company, and there are no related party transactions that would require disclosure under Item 404(a) of Regulation S-K, except as already disclosed in the most recent Proxy Statement filed on March 25, 2025.

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