Item 5.03 Amendments to Articles of Incorporation or Bylaws; Update to Address Changes to Universal Proxy Access Rules

On November 7, 2022, the Board of Directors of Expeditors International of Washington, Inc. (the "Company") approved the amended and restated Bylaws. The amendments to Article II(15) and (15A) and Article IV(2) related to the Securities and Exchange Commission's recent universal proxy rules and include additional procedural and informational requirements for shareholders utilizing Rule 14a-19. Specifically, the amendments added a new Article II(15)(b)(i)(K), appended Article II(15)(f), amended the first paragraph of Article II(15A)(a) and added a sentence to the end of Article IV(2). The Company's Bylaw updates are intended to clarify the process by which shareholders are allowed to nominate director candidates in a contested director election if the shareholder elects to utilize Rule 14a-19. The updates became effective on November 9, 2022.

The Bylaws, as so amended and restated, are attached hereto as Exhibit 3.2, which exhibit is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) The following items are filed as exhibits to this report:





  3.2     Amended and Restated Bylaws of Expeditors International of Washington, Inc.
          (as of November 9,
          2022)
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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