Expeditors International Of Washington Inc 8-K, filed Feb 19, 2026
Expeditors International Of Washington Inc (EXPD)
About this 8-K
Expeditors International Of Washington Inc filed this 8-K on February 19, 2026, reporting on events of May 23, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
Emerging growth company
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 5.02 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.
Item 9.01 Financial Statements and Exhibits.
(d) The following items are filed as exhibits to this report:
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10.29 |
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104 |
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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 hereunto duly authorized.
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. |
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February 19, 2026 |
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/s/ Jeffrey F. Dickerman |
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Jeffrey F. Dickerman, Senior Vice President, General Counsel and Corporate Secretary |
EXHIBIT 10.29
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and is effective as of June 1, 2025 by and between Roberto A. Martinez ("Employee") and Expeditors International of Washington, Inc., a Washington corporation ("Employer''). In consideration of the mutual covenants and conditions set forth herein, the parties hereby agree as follows:
Subject to Employer's right to terminate Employee's employment at the pleasure of its Board of Directors as set forth in Paragraph 6 below, this Agreement shall commence on the date first set forth above and end with the date of the next annual meeting of the Board of Directors (the "Initial Term"). The term of this Agreement shall be automatically extended for additional twelve (12) month terms in the event that the Employee shall be elected or re-elected as an executive officer at a subsequent annual meeting of the Board of Directors. This Agreement shall not be automatically extended and shall expire in the event that either party hereto shall have given written notice pursuant to the terms of Paragraph 6 of the Agreement.
For all services rendered by Employee under this Agreement, Employee shall receive base salary and incentive compensation, as established from time to time by the Compensation Committee of the Board of Directors. Employee's title and other benefits will be subject to reasonable adjustment by action of Employer's Board of Directors.
During the term of employment hereunder, Employee shall be entitled to participate fully in any policies which Employer may adopt generally for employees including policies for vacation, holidays, paid sick leave, group medical, life insurance and other employee benefits. Employer shall pay or reimburse Employee for all reasonable travel and other expenses incurred or paid by Employee in connection with the performance of services under this Agreement upon presentation of expense vouchers and such other supporting information as Employer may from time to time reasonably request.
Employee represents to Employer that Employee is free to enter into this Agreement and that Employee has no commitment, arrangement or understanding to or with any third party which restrains or is in conflict with this Agreement which would operate to prevent Employee from performing the services which Employee has agreed to provide.
Employment Agreement
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EXHIBIT 10.29
Employee recognizes that Employer's business and the business of other affiliates depend upon the use and
Employment Agreement
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EXHIBIT 10.29
protection of a large body of confidential and proprietary information now existing or to be developed in the future which will be referred to in this Agreement as "Confidential Trade Information." Employee intends that the meaning of Confidential Trade Information in this Agreement will be read as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible medium) which is related to Employer's business and the business of corporations affiliated with Employer or any of their potential future business and which is not generally and publicly known. Without limiting the foregoing, Employee agrees that the customer lists and lists of contracts and potential customers of Employer and its affiliates are and will be a part of the Confidential Trade Information. Employee agrees to protect and preserve as confidential during the term hereof, and at all times after its termination or expiration, all of the Confidential Trade Information at any time known to Employee or at any time in Employee's possession or control. Employee will neither use nor allow any other person or entity (including entities partially or wholly owned by Employee) to use in any way, except for the benefit of Employer and as directed by Employer, any of the Confidential Trade Information. Employee will, prior to or upon leaving employment with Employer, deliver to Employer any and all records, items, and media of any type (including all partial or complete copies or duplicates) containing or otherwise relating to any of the Confidential Trade Information, whether prepared or acquired by or provided to Employee. Employee acknowledges that all such records, items and media are at all times and shall remain the property of Employer.
Employee agrees that damages for breach of his/her covenants under Paragraphs 7 and 8 above will be difficult to determine and probably inadequate to remedy the harm caused thereby and therefor consents that these covenants may be enforced by temporary or permanent injunction. Such injunctive relief shall be in addition and not in place of any other remedies available at law or equity. Employee further agrees that profits made in violation of these covenants shall be held in constructive trust for Employer. Employee acknowledges that the provisions of this Paragraph and such covenants are reasonable, that any lump sum payment made under Paragraph 6 would be adequate compensation under the circumstances, and that in any event Employee is capable of gainful employment without breaching such covenants. However, should any court or tribunal ever find that any provision of such covenants are illegal or unenforceable on the grounds of unreasonableness whether in period of time, geographical
Employment Agreement
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EXHIBIT 10.29
area or otherwise, then in that event the parties agree that such covenants shall be interpreted and enforced to the maximum extent which the court or tribunal deems reasonable. For purpose of this Paragraph and Paragraphs 7 and 8 of this Agreement, the term "Employer" shall include any subsidiary, agent or other affiliate of Employer.
The provisions contained herein constitute the entire Agreement between the parties and supersedes all prior agreements with respect to the subject matter herein. Any waiver, alteration or modification of any provisions of this Agreement, or the replacement of this Agreement shall not be valid unless in writing and signed by all the parties signing hereunder.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. Any such arbitration shall be conducted before a panel of three (3) arbitrators, of which each Party shall select one arbitrator, and such two arbitrators shall select a third. All decisions of the arbitration panel shall be taken by majority vote. Any such arbitration shall take place in Seattle, Washington, U.S.A.
Employee may not assign any of his/her rights or delegate any of his/her duties hereunder. Employer may assign this Agreement and delegate its duties hereunder to any of its affiliates at any time owned by, owning or under common ownership, provided that Employee shall remain assigned to the business conducted by Employer or its successors.
No waiver of the terms or provisions hereof shall be valid unless in writing signed by the party against which the enforcement of such waiver is sought, nor shall any waiver or failure to enforce any right hereunder be deemed to be a waiver of the same or any other right in any other instance.
Subject to the restriction on assignment and delegation set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns and personal representatives.
Expeditors International of Washington, Inc.
By /s/ DANIEL R. WALL
Name: Daniel R. Wall
Title: President and Chief Executive Officer
EMPLOYEE
By /s/ ROBERTO A. MARTINEZ
Name: Roberto A. Martinez
Title: President, Global Products
Employment Agreement
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