Shareholders request that the Board of Directors take the necessary steps to ensure that directors who fail to obtain a majority vote in a future uncontested slate shall leave the board as soon as possible but in no case shall such directors serve more than 9 months on the Board after such failed election. A vote of rejection by Expeditions International shareholders needs to be respected. EXPD shareholders often only vote on 3 Company items a year. The least that EXPD can do is to respect all shareholder votes. If EXPD accepts shareholder approval of its executive pay then EXPD should be prepared to accept shareholder rejection of a director. 9 months is adequate time for EXPD to find a highly qualified replacement director. This proposal will give EXPD directors more of an incentive to perform. Now is a good time to improve shareholder oversight of EXPD. EXPD stock was at $137 in 2021 and was only at $143 in late 2025 despite a robust stock market. EXPD faces challenges and EXPD shareholders may believe that board refreshment is a way to address challenges. EXPD shareholder efforts at board refreshment could be thwarted if EXPD can ignore EXPD shareholders when they give a majority vote against a director. These are some of the challenges facing EXPD: The ocean freight and services division experienced a significant year over year revenue decline in Q3 2025 (down to $746 million from over $1 billion the previous year) due to pricing volatility, lower volumes, and a market oversupply of capacity. EXPD noted continued pressure on buy/sell yield spreads and expects rates it charges to remain volatile. The easing of previously tight air capacity has led to slightly lower rates in that segment as well. Management highlighted in a May 2025 filing that geopolitical risks, potential port actions/labor disruptions, tariffs, and trade tensions could negatively impact EXPD business strategy and profitability. The China U.S. trade lane, significant to the ESPD’s business, already saw declining ocean volumes in March 2025. Some analysts project a near term negative earnings growth of 6% for EXPD, suggesting a high risk of future uncertainty. The overall analyst consensus on EXPD stock is a “Reduce” or “Hold” rating. The stock’s current price to earnings (P/E) ratio is considered a premium compared to its estimated fair value and industry average, which could lead to a reassessment by shareholders if EXPD performance continues to underwhelm.