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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

 

 

FedEx Corporation

(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
Symbol

 

Name of each exchange
on which registered

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 Company’s 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 Participant’s Service as a Non-Management Director terminates prior to the Payment Date due to Death or Disability, the Participant’s RSUs shall immediately vest and the Shares underlying such RSUs shall be issued to the representative of the Participant’s 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 Participant’s 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 Participant’s 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 Participant’s 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 fees—a $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 FedEx’s 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 FedEx’s 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

Lowe’s 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