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
Date of Report (Date of earliest event reported): September 21, 2023
(Exact name of registrant as specified in its charter)
Commission File Number 1-15829
Delaware | 62-1721435 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
942 South Shady Grove Road, Memphis, Tennessee | 38120 | |
(Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (901) 818-7500
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
Common Stock, par value $0.10 per share | FDX | New York Stock Exchange | ||
0.450% Notes due 2025 | FDX 25A | New York Stock Exchange | ||
1.625% Notes due 2027 | FDX 27 | New York Stock Exchange | ||
0.450% Notes due 2029 | FDX 29A | New York Stock Exchange | ||
1.300% Notes due 2031 | FDX 31 | New York Stock Exchange | ||
0.950% Notes due 2033 | FDX 33 | New York Stock Exchange |
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. ☐
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) | FedEx’s annual meeting of stockholders was held on September 21, 2023. |
(b) | The stockholders took the following actions at the annual meeting: |
Proposal 1: The stockholders elected thirteen directors, each of whom will hold office until the annual meeting of stockholders to be held in 2024 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:
Nominee |
Votes For |
Votes Against |
Abstentions | Broker Non-Votes | ||||||||||
Marvin R. Ellison |
182,784,553 | 8,054,735 | 208,166 | 26,632,007 | ||||||||||
Stephen E. Gorman |
186,429,213 | 4,327,658 | 290,583 | 26,632,007 | ||||||||||
Susan Patricia Griffith |
185,831,327 | 5,041,661 | 174,466 | 26,632,007 | ||||||||||
Amy B. Lane |
187,189,655 | 3,573,484 | 284,315 | 26,632,007 | ||||||||||
R. Brad Martin |
180,819,409 | 10,046,767 | 181,278 | 26,632,007 | ||||||||||
Nancy A. Norton |
187,558,861 | 3,211,341 | 277,252 | 26,632,007 | ||||||||||
Frederick P. Perpall |
185,689,321 | 5,041,564 | 316,569 | 26,632,007 | ||||||||||
Joshua Cooper Ramo |
182,607,258 | 8,264,089 | 176,107 | 26,632,007 | ||||||||||
Susan C. Schwab |
181,700,130 | 9,173,158 | 174,166 | 26,632,007 | ||||||||||
Frederick W. Smith |
179,586,974 | 11,308,133 | 152,347 | 26,632,007 | ||||||||||
David P. Steiner |
176,679,180 | 14,193,911 | 174,363 | 26,632,007 | ||||||||||
Rajesh Subramaniam |
185,578,973 | 5,244,062 | 224,419 | 26,632,007 | ||||||||||
Paul S. Walsh |
177,928,780 | 12,942,620 | 176,054 | 26,632,007 |
Proposal 2: The compensation of FedEx’s named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
• | 171,439,767 votes for (89.7% of the voted shares) |
• | 19,226,240 votes against (10.1% of the voted shares) |
• | 381,447 abstentions (0.2% of the voted shares) |
• | 26,632,007 broker non-votes |
Proposal 3: An annual advisory vote on executive compensation was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
• | 187,769,772 votes for every year (98.3% of the voted shares) |
• | 265,332 votes for every two years (0.1% of the voted shares) |
• | 2,814,875 votes for every three years (1.5% of the voted shares) |
• | 197,475 abstentions (0.1% of the voted shares) |
• | 26,632,007 broker non-votes |
Proposal 4: The Audit and Finance Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the fiscal year ending May 31, 2024 was ratified by stockholders. The tabulation of votes on this matter was as follows:
• | 206,232,840 votes for (94.7% of the voted shares) |
• | 11,246,231 votes against (5.2% of the voted shares) |
• | 200,390 abstentions (0.1% of the voted shares) |
• | There were no broker non-votes for this item. |
Proposal 5: A stockholder proposal requesting amendment to clawback policy for unearned pay for each Section 16 officer was not approved by stockholders. The tabulation of votes on this matter was as follows:
• | 50,287,279 votes for (26.3% of the voted shares) |
• | 139,919,153 votes against (73.2% of the voted shares) |
• | 841,022 abstentions (0.5% of the voted shares) |
• | 26,632,007 broker non-votes |
Proposal 6: A stockholder proposal requesting a “Just Transition” report was not approved by stockholders. The tabulation of votes on this matter was as follows:
• | 56,762,786 votes for (29.7% of the voted shares) |
• | 130,948,562 votes against (68.5% of the voted shares) |
• | 3,336,106 abstentions (1.8% of the voted shares) |
• | 26,632,007 broker non-votes |
Proposal 7: A stockholder proposal requesting paid sick leave disclosure was not approved by stockholders. The tabulation of votes on this matter was as follows:
• | 20,114,622 votes for (10.5% of the voted shares) |
• | 169,437,767 votes against (88.7% of the voted shares) |
• | 1,495,065 abstentions (0.8% of the voted shares) |
• | 26,632,007 broker non-votes |
Proposal 8: A stockholder proposal requesting a report on assessing systemic climate risk from retirement plan options was not approved by stockholders. The tabulation of votes on this matter was as follows:
• | 14,418,583 votes for (7.6% of the voted shares) |
• | 167,593,628 votes against (87.7% of the voted shares) |
• | 9,035,243 abstentions (4.7% of the voted shares) |
• | 26,632,007 broker non-votes |
SECTION 8. OTHER EVENTS.
Item 8.01. | Other Events. |
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx Corporation’s (“FedEx”) updated compensation arrangements with outside directors. Attached as Exhibit 10.1 and incorporated herein by reference is a form of restricted stock unit agreement for non-management members of FedEx’s Board of Directors pursuant to the FedEx 2019 Omnibus Stock Incentive Plan, as amended.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit Number |
Description | |
10.1 | Form of Restricted Stock Unit Agreement for Non-Management Directors pursuant to the 2019 Omnibus Stock Incentive Plan. | |
99.1 | Compensation Arrangements with Outside Directors. | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
FedEx Corporation | ||||||
Date: September 22, 2023 | By: | /s/ Mark R. Allen | ||||
Mark R. Allen | ||||||
Executive Vice President, | ||||||
General Counsel and Secretary |
EXHIBIT INDEX
Exhibit Number |
Description | |
10.1 | Form of Restricted Stock Unit Agreement for Non-Management Directors pursuant to the 2019 Omnibus Stock Incentive Plan. | |
99.1 | Compensation Arrangements with Outside Directors. | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
E-1
Exhibit 10.1
Restricted Stock Unit Agreement for Non-Management Directors Pursuant to the
FedEx Corporation 2019 Omnibus Stock Incentive Plan, As Amended
THIS RESTRICTED STOCK UNIT AGREEMENT is made this ____ day of [*] (the Grant Date), by and between [*] (the Participant) and FedEx Corporation, a Delaware corporation (the Company), pursuant to the Companys 2019 Omnibus Stock Incentive Plan (as amended from time to time, the Plan), which is incorporated into and forms a part of this Agreement. Capitalized terms used in this Agreement which are not defined in this Agreement have the meanings as used or defined in the Plan.
WHEREAS, the Board of Directors, upon the recommendation of the Compensation and Human Resources Committee of the Board of Directors (Committee), authorized and directed the Company to make an Award of Restricted Stock Units (RSUs) to the Participant under the Plan for the purposes expressed in the Plan;
NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings herein contained, the parties agree as follows:
1. Grant of RSUs. In accordance with the terms of the Plan and subject to the further terms, conditions, and restrictions contained in this Agreement, the Company hereby grants to the Participant [*] RSUs on the Grant Date. Each RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Agreement, one Share (or cash in lieu of any fractional Share) on the Payment Date as provided herein. Until such delivery, the Participant has only the rights of a general unsecured creditor and no rights as a stockholder of the Company. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS, AND PROVISIONS OF THE PLAN AND THIS AGREEMENT.
2. Vesting and Payout of RSUs.
(a) General. Except as provided in Section 2(b) below, the Shares underlying the RSUs shall vest and be issued to the Participant on the date of the next annual stockholders meeting of the Company following the Grant Date (the Payment Date). In the event the calculation of the number of RSUs subject to this Agreement results in fractional Shares, the number of Shares shall be rounded down to the next whole Share and cash based on the Fair Market Value of a Share on the Payment Date in lieu of such fractional Share shall be paid to the Participant. The Participant shall be the beneficial owner of any Shares at the close of business on the Payment Date and shall be entitled to any dividend or distribution that has not already been made with respect to such Shares if the record date for such dividend or distribution is on or after the close of business on the Payment Date.
(b) Death or Disability Prior to Payment Date. If the Participants Service as a Non-Management Director terminates prior to the Payment Date due to Death or Disability, the Participants RSUs shall immediately vest and the Shares underlying such RSUs shall be issued to the representative of the Participants estate or the Participant, as the case may be, as promptly as practicable (together with any cash in lieu of fractional Shares).
(c) Forfeiture Upon Other Terminations. If the Participants Service as a Non-Management Director terminates prior to the Payment Date for any reason other than Death or Disability, all RSUs granted hereunder shall immediately be forfeited and cancelled.
3. Dividend Equivalent Rights. RSUs shall accrue a dividend equivalent when a dividend is paid on the Common Stock, which dividend equivalent shall be credited as reinvested in additional RSUs as of the date each such dividend is paid, and such additional RSUs (Dividend Equivalent RSUs) shall be subject to the terms and conditions of this Agreement. The number of RSUs acquired through the reinvestment of dividend equivalents shall be calculated based on the Fair Market Value of a Share on the applicable dividend payment date. Dividend Equivalent RSUs shall vest and be paid at the same time and in the same manner, and subject to the same accelerated vesting and forfeiture provisions, as the RSUs with which they are associated as set forth in Section 2 above.
4. Non-Transferability. The restrictions set forth in Section 7.5(a) of the Plan shall apply, and outstanding RSUs (including any Dividend Equivalent RSUs), and all rights with respect to the Shares underlying such RSUs, may not be sold, pledged, assigned, exchanged, encumbered, hypothecated, gifted, transferred, or disposed of in any manner, and any assignment in violation of the provisions of this Section 4 shall be void.
5. Effect of Service. Nothing contained in this Agreement shall confer upon the Participant the right to continue in service as a Non-Management Director of the Company.
6. Amendment. This Agreement may not be amended except with the approval of the Committee and by a written instrument duly executed by the Participant and the Company.
7. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, personal representatives, successors, and assigns. The terms of this Agreement shall in all respects be subject to the terms of the Plan. Participant acknowledges receipt of a copy of the Plan, which is attached hereto, represents that he or she is familiar with the terms and provisions thereof and accepts the award of RSUs hereunder subject to all of the terms and conditions thereof and of this Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions and interpretations of the Committee upon any questions arising under the Plan or this Agreement.
8. Additional Requirements. The Company reserves the right to impose other requirements on the RSUs and any Dividend Equivalent RSUs and the Participants participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules, and regulations or to facilitate the operation and administration of the RSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
9. Addendum. Notwithstanding any provisions in this Agreement to the contrary, if the Participant transfers residence and/or employment to another country, the Company may establish alternative terms, conditions, and requirements as may be necessary or advisable to accommodate the Participants transfer and to comply with local law, rules, and regulations or to facilitate the operation and administration of the RSUs and the Plan. Such provisions shall be set forth in an addendum to this Agreement.
IN WITNESS WHEREOF, the Company and the Participant have each executed and delivered this Agreement as of the date first above written.
Attest: | FedEx Corporation | |||||
|
By: |
| ||||
[Assistant] Secretary | President and Chief Executive Officer | |||||
Participant: | ||||||
|
2
Exhibit 99.1
Compensation Arrangements with Outside Directors
In September 2023, the Board of Directors and its Compensation and Human Resources Committee conducted their annual review of non-management (outside) director compensation.
The Board approved no change to the annual retainer. Accordingly, outside directors continue to be paid an annual retainer of $140,000. Outside directors may elect to receive their annual retainer in all cash, all shares, or 50% in cash and 50% in shares. The Board approved increases to all committee chairperson feesa $10,000 increase for the Compensation and Human Resources Committee chairperson and a $5,000 increase for the other committee chairpersons. As a result, the Audit and Finance Committee chairperson is paid an annual fee of $30,000; the Compensation and Human Resources Committee chairperson is paid an annual fee of $25,000; and the chairpersons of the Cyber and Technology Oversight and Governance, Safety, and Public Policy Committees are paid an annual fee of $20,000. Each of the Vice Chairman of the Board and Lead Independent Director is paid an additional annual fee of $30,000.
Each outside director who was elected at FedExs 2023 annual meeting will receive restricted stock units (RSUs) having a target fair market value of $195,000 (an increase of $15,000 in the target value of the equity component) that settle in shares of FedEx common stock. The RSUs vest in one year and will accrue dividend equivalent rights, which will be reinvested in additional RSUs.
Any outside director who is elected to the Board after the 2023 annual meeting will receive the applicable pro rata portion of the annual retainer and RSU grant in connection with his or her election.
The Compensation and Human Resources Committee annually reviews director compensation, including, among other things, comparing FedExs director compensation practices with those of other companies. In 2023, two data sets were used for comparison: (1) a group of twenty companies ranked closely to FedEx on the Fortune 100 list across a range of industries (which are listed on Appendix A attached hereto) and (2) all publicly traded companies in the Fortune 100 (excluding FedEx). Before making a recommendation regarding director compensation to the Board, the Compensation and Human Resources Committee considers that the directors independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.
Appendix A
Albertsons Companies, Inc.
Archer-Daniels-Midland Company
AT&T Inc.
Comcast Corporation
General Electric Company
Humana Inc.
Johnson & Johnson
Lowes Companies, Inc.
MetLife, Inc.
Pfizer, Inc.
PepsiCo, Inc.
Raytheon Technologies Corporation
Sysco Corporation
Target Corporation
The Boeing Company
The Procter & Gamble Company
The Walt Disney Company
United Parcel Service, Inc.
Verizon Communications Inc.
Walgreens Boots Alliance, Inc.
A-1