8-K
FEDEX CORP (FDX)
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 19, 2022
FedEx Corporation
(Exact name of registrant as specified in its charter)
Commission File Number 1-15829
| Delaware | 62-1721435 |
|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (IRS Employer<br> <br>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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol | Name of each exchange<br> <br>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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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(e) At the annual meeting of FedEx’s stockholders held on September 19, 2022, FedEx’s stockholders, upon the recommendation of the Board of Directors, approved an amendment to the FedEx Corporation 2019 Omnibus Stock Incentive Plan (as amended, the “Plan”) to authorize an additional 5,000,000 shares for issuance under the Plan, none of which are issuable as full-value awards.
A summary of the Plan was included as part of Proposal 4 in FedEx’s definitive proxy statement filed with the Securities and Exchange Commission on August 8, 2022. The summary of the Plan contained in the proxy statement is qualified by and subject to the full text of the Plan, which was included as Appendix D to the proxy statement and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|---|
| (a) | FedEx’s annual meeting of stockholders was held on September 19, 2022. |
| --- | --- |
| (b) | The stockholders took the following actions at the annual meeting: |
| --- | --- |
Proposal 1: The stockholders elected fifteen directors, each of whom will hold office until the annual meeting of stockholders to be held in 2023 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<br>For | Votes<br>Against | Abstentions | Broker<br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| Marvin R. Ellison | 188,038,305 | 4,425,264 | 222,584 | 27,538,548 | ||||
| Stephen E. Gorman | 191,652,679 | 651,605 | 381,869 | 27,538,548 | ||||
| Susan Patricia Griffith | 186,896,169 | 5,105,876 | 684,108 | 27,538,548 | ||||
| Kimberly A. Jabal | 189,669,383 | 2,655,285 | 361,485 | 27,538,548 | ||||
| Amy B. Lane | 191,194,340 | 738,195 | 753,618 | 27,538,548 | ||||
| R. Brad Martin | 186,042,016 | 6,344,191 | 299,946 | 27,538,548 | ||||
| Nancy A. Norton | 191,774,828 | 565,364 | 345,961 | 27,538,548 | ||||
| Frederick P. Perpall | 191,210,722 | 1,109,342 | 366,089 | 27,538,548 | ||||
| Joshua Cooper Ramo | 188,903,603 | 3,423,186 | 359,364 | 27,538,548 | ||||
| Susan C. Schwab | 184,976,678 | 7,098,834 | 610,641 | 27,538,548 | ||||
| Frederick W. Smith | 184,969,686 | 7,526,380 | 190,087 | 27,538,548 | ||||
| David P. Steiner | 171,226,797 | 21,236,505 | 222,851 | 27,538,548 | ||||
| Rajesh Subramaniam | 189,768,369 | 2,707,144 | 210,640 | 27,538,548 | ||||
| V. James Vena | 191,631,615 | 672,874 | 381,664 | 27,538,548 | ||||
| Paul S. Walsh | 181,880,843 | 10,175,463 | 629,847 | 27,538,548 |
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:
| • | 177,852,782 votes for (92.3% of the voted shares) |
|---|---|
| • | 14,189,956 votes against (7.4% of the voted shares) |
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| • | 643,415 abstentions (0.3% of the voted shares) |
| --- | --- |
| • | 27,538,548 broker non-votes |
| --- | --- |
Proposal 3: 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, 2023 was ratified by stockholders. The tabulation of votes on this matter was as follows:
| • | 214,607,249 votes for (97.4% of the voted shares) |
|---|---|
| • | 5,422,236 votes against (2.5% of the voted shares) |
| --- | --- |
| • | 195,216 abstentions (0.1% of the voted shares) |
| --- | --- |
| • | There were no broker non-votes for this item. |
| --- | --- |
Proposal 4: An amendment to the Plan to authorize an additional 5,000,000 shares for issuance under the Plan, none of which are issuable as full-value awards, was approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 176,769,437 votes for (91.7% of the voted shares) |
|---|---|
| • | 15,613,438 votes against (8.1% of the voted shares) |
| --- | --- |
| • | 303,278 abstentions (0.2% of the voted shares) |
| --- | --- |
| • | 27,538,548 broker non-votes |
| --- | --- |
Proposal 5: A stockholder proposal requesting adoption of a policy that two separate people hold the office of Chairman of the Board and the office of Chief Executive Officer was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 72,320,014 votes for (37.5% of the voted shares) |
|---|---|
| • | 119,906,539 votes against (62.2% of the voted shares) |
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| • | 459,600 abstentions (0.2% of the voted shares) |
| --- | --- |
| • | 27,538,548 broker non-votes |
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Proposal 6: A stockholder proposal requesting that FedEx publish an annual report regarding incongruencies between political and electioneering expenditures and company values was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 69,348,821 votes for (36.0% of the voted shares) |
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| • | 122,702,767 votes against (63.7% of the voted shares) |
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| • | 634,565 abstentions (0.3% of the voted shares) |
| --- | --- |
| • | 27,538,548 broker non-votes |
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2
Proposal 7: A stockholder proposal requesting that FedEx provide a report, updated annually, disclosing information about the corporation’s lobbying activities and expenditures was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 66,723,086 votes for (34.6% of the voted shares) |
|---|---|
| • | 125,379,776 votes against (65.1% of the voted shares) |
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| • | 583,291 abstentions (0.3% of the voted shares) |
| --- | --- |
| • | 27,538,548 broker non-votes |
| --- | --- |
Proposal 8: A stockholder proposal requesting that the Board of Directors oversee an independent third-party audit analyzing whether written policies or unwritten norms at FedEx reinforce racism in company culture and to report to stockholders on any planned remedies was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 23,232,576 votes for (12.1% of the voted shares) |
|---|---|
| • | 167,955,933 votes against (87.2% of the voted shares) |
| --- | --- |
| • | 1,497,644 abstentions (0.7% of the voted shares) |
| --- | --- |
| • | 27,538,548 broker non-votes |
| --- | --- |
SECTION 8. OTHER EVENTS.
| Item 8.01. | Other Events. |
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Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx Corporation’s updated compensation arrangements with outside directors.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 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). |
3
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 21, 2022 | By: | /s/ Mark R. Allen |
| Mark R. Allen | ||
| Executive Vice President,<br> <br>General Counsel and Secretary |
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EXHIBIT INDEX
| Exhibit<br>Number | Description |
|---|---|
| 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
EX-99.1
Exhibit 99.1
Compensation Arrangements with Outside Directors
In September 2022, the Board of Directors and its Compensation and Human Resources Committee conducted their annual review of non-management (outside) director compensation and approved no change to the annual retainer or committee chairperson fees.
Accordingly, outside directors continue to be paid an annual retainer of $140,000. Chairpersons of the Compensation and Human Resources, Cyber and Technology Oversight, and Governance, Safety, and Public Policy Committees are paid an additional annual fee of $15,000. The Audit and Finance Committee chairperson is paid an additional annual fee of $25,000. In addition, each outside director who was elected at FedEx’s 2022 annual meeting will receive stock options for shares of FedEx common stock having a target Black-Scholes value of $180,000. Outside directors may elect to receive their annual retainer in all cash, all shares, or 50% in cash and 50% in shares.
Any outside director who is elected to the Board after the 2022 annual meeting will receive the applicable pro rata portion of the annual retainer and stock option 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 with annual revenues between $25 billion and $100 billion (this year’s comparison group included 107 companies, which are listed on Appendix A attached hereto, and was based on proxy statement data provided by a third-party compensation data provider). 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
3M Company
Abbott Laboratories
AbbVie Inc.
Accenture plc
Albertsons Companies, Inc.
Alimentation Couche-Tard Inc.
The Allstate Corporation
Altria Group, Inc.
American Airlines Group Inc.
American Express Company
American International Group, Inc.
Amgen Inc.
Archer-Daniels-Midland Company
Arrow Electronics, Inc.
AutoNation, Inc.
Bank of America Corporation
Best Buy Co., Inc.
The Boeing Company
Bristol Myers Squibb Company
Broadcom Inc.
Capital One Financial Corporation
Carmax, Inc.
Caterpillar Inc.
CBRE Group, Inc.
Charter Communications, Inc.
Chubb Limited
Cisco Systems, Inc.
Citigroup Inc.
The Coca-Cola Company
ConocoPhillips
Danaher Corporation
Deere & Company
Delta Air Lines, Inc.
Dollar General Corporation
Dollar Tree, Inc.
Dow Inc.
D.R. Horton, Inc.
Duke Energy Corporation
Eli Lilly and Company
Energy Transfer L.P.
Enterprise Products Partners L.P.
Exelon Corporation
General Dynamics Corporation
General Electric Company
The Goldman Sachs Group, Inc.
HCA Healthcare, Inc.
Hewlett Packard Enterprise Company
Honeywell International Inc.
A-1
HP Inc.
Humana Inc.
Intel Corporation
International Business Machines Corporation
Jabil Inc.
Johnson & Johnson
Kraft Heinz Company
Lennar Corporation
Lockheed Martin Corporation
Lowe’s Companies, Inc.
LyondellBasell Industries N.V.
Macy’s, Inc.
Medtronic Public Limited Company
Merck & Co., Inc.
MetLife, Inc.
Micron Technology, Inc.
Molina Healthcare, Inc.
Mondelez International, Inc.
Morgan Stanley
Netflix, Inc.
NIKE, Inc.
Northrop Grumman Corporation
NRG Energy, Inc.
Nucor Corporation
NVIDIA Corporation
Occidental Petroleum Corporation
Oracle Corporation
Paramount Global
PayPal Holdings, Inc.
PBF Energy Inc.
Penske Automotive Group, Inc.
PepsiCo, Inc.
Performance Food Group Company
Pfizer Inc.
Philip Morris International Inc.
Plains All American Pipeline, L.P.
The Proctor & Gamble Company
The Progressive Corporation
Prudential Financial, Inc.
Publix Super Markets, Inc.
QUALCOMM Incorporated
Raytheon Technologies Corporation
Salesforce, Inc.
Starbucks Corporation
StoneX Group Inc.
Sysco Corporation
TD Synnex Corporation
Tesla, Inc.
Thermo Fisher Scientific Inc.
The TJX Companies, Inc.
T-Mobile US, Inc.
A-2
The Travelers Companies, Inc.
Tyson Foods, Inc.
United Natural Foods Inc.
United Parcel Service, Inc.
US Foods Holding Corp.
The Walt Disney Company
Wells Fargo & Company
World Fuel Services Corporation
A-2