PORT OF SEATTLE COMMISSION 
MOTION REGARDING INDEPENDENT REVIEW OF 
THE CHIEF EXECUTIVE OFFICER'S POSITION 
ON THE EXPEDITORS INTERNATIONAL BOARD OF DIRECTORS 
AND PORT OF SEATTLE CONFLICT OF INTEREST PROVISIONS 
September 11, 2012 
Statement in Support of Motion 
Expeditors International of Washington, Inc. ("Expeditors") announced on August 10, 2012,
that Port of Seattle Chief Executive Officer ("CEO") Tay Yoshitani had accepted its invitation to
join the Expeditors International Board of Directors. The CEO's Retention Agreement, adopted by
the Commission in public session on March 1, 2011 (the "Retention Agreement"), specifically
allows the CEO to participate on a private sector board of directors.
The Retention Agreement states: "During the term of this Agreement, CEO may on his own
time (e.g., after close of business or while on Paid Time-Off), participate as a member of a Board of
Directors for a private entity; provided, that prior to accepting such appointment, the Port's General
Counsel determines that CEO's participation would not create or appear to create a conflict of
interest, or is contrary to any other provision of the Port's Code of Ethics for Employees."
It is important that the Seattle Port Commission (the "Commission") carefully review this
matter and obtain the best outside legal counsel and ethical advice to ensure that it is carrying out its
fiduciary responsibilities to the Port under state law and the Commission's Bylaws, to confirm that
all terms of the Retention Agreement were properly complied with, and to properly oversee the
implementation of the delegation of authority (to the CEO) as provided by Commission Resolution
No. 3605, as amended. 
Motion 
1.  The Commission hereby authorizes the reasonable expenditure of funds and directs a
temporary committee of the Commission to be established as provided by Section III,
Clause 6, of the Commission's Bylawsto oversee the hiring of independent counsel and
ethics experts as described below. 
2.  The Commission shall retain outside legal counsel to provide an independent review and
analysis of the legal basis for a finding of no actual, potential or apparent conflict of interest
with respect to the CEO's outside board position detailed above, and compliance with all
applicable state and federal laws.
3.  The Commission shall also retain an expert to: 
a. Provide a timeline of pertinent events from the time Mr. Yoshitani's Retention
Agreement was approved on March 1, 2011, to September 10, 2012, with respect to
the approval process regarding the Expeditors board position. Event descriptions

will minimally include individuals involved and matters addressed and any other
relevant facts. 
b.  Review and provide guidance with respect to the Port's ethics policies on conflict of
interest, with recommendations for any general improvements and/or changes
specific to the CEO, Port staff and the Commission. 
4.  The reports called for in Sections 2 and 3 shall be presented to the full Commission in public
session no later than October 23, 2012. 
5.  Commissioners Tom Albro and Rob Holland shall represent the Commission on a temporary
committee of the Commission in interviewing and choosing both outside legal counsel and
outside experts.