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): March 4, 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) |
| --- | --- |
| ☐ | 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<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. |
|---|
On March 4, 2022, Donald F. Colleran, President and Chief Executive Officer of Federal Express Corporation (“FedEx Express”), a wholly owned subsidiary of FedEx Corporation (“FedEx”), informed FedEx of his intention to step down as President and Chief Executive Officer of FedEx Express effective August 31, 2022, and to retire from FedEx Express effective December 31, 2022. Mr. Colleran will remain employed by FedEx Express as FedEx Express CEO Executive Advisor from September 1, 2022 through December 31, 2022. There were no changes to Mr. Colleran’s compensation made as a result of his change in role and retirement.
On March 10, 2022, FedEx announced that Richard W. Smith, who currently serves as Regional President, The Americas and Executive Vice President, Global Support of FedEx Express, has been appointed President and Chief Executive Officer–Elect of FedEx Express effective April 1, 2022, and President and Chief Executive Officer of FedEx Express effective September 1, 2022.
A copy of the press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit<br> <br>Number | Description |
| --- | --- |
| 99.1 | Press Release of FedEx Corporation dated March 10, 2022. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
1
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: March 10, 2022 | By: | /s/ Mark R. Allen |
| Name: | Mark R. Allen | |
| Title: | Executive Vice President,<br> <br>General Counsel and Secretary |
2
EX-99.1
Exhibit 99.1
Contact:
Jenny Robertson
FedEx
901-434-8100
jenny.robertson@fedex.com
FOR IMMEDIATE RELEASE
FedExExpress President and CEO Donald F. Colleran
to Retire December 31, 2022
Richard W. Smith Named Successor
MEMPHIS, Tenn. (March 10, 2022) — FedEx Corp. (NYSE: FDX) announced today that Donald F. Colleran, president and CEO, FedEx Express, will retire effective Dec. 31, 2022 after a distinguished nearly 40-year career at FedEx. Richard W. Smith, regional president of the Americas and executive vice president of global support, will succeed Colleran as president and CEO of FedEx Express.
Colleran has served in several key leadership roles at FedEx since he joined from Flying Tigers in its acquisition by FedEx in 1989. In 1992, he moved to Tokyo and began a 12-year global career in international sales and operations management that took him from Tokyo to Hong Kong to Toronto, where he served as president of FedEx Express Canada. One of the pioneers of our international business, Colleran helped lay a foundation for the significant growth in that sector of the FedEx portfolio. He then served as senior vice president of international sales before being appointed executive vice president and chief sales officer for FedEx Corporation in 2017. He assumed his current role as president and CEO of FedEx Express in 2019.
“From launching new capabilities for our customers to leading our global FedEx Express team during some of the most challenging times, including the COVID-19 pandemic, Don has been instrumental in creating and executing our remarkable global growth strategy,” said Raj Subramaniam, president and COO, FedEx Corp. “Throughout his career he has demonstrated an unwavering commitment to our customers and our team members. I have a deep respect for Don and the profound difference he has made during his tenure at FedEx, especially as a steadfast champion of our world-renowned culture. In addition to his impressive business results over several decades, Don leaves a legacy of mentorship and building an incredible team of leaders who are poised to take the Express business to the next level. We wish him well in his retirement after his long and distinguished career.”
Richard W. Smith will become president and CEO-elect of FedEx Express on April 1, 2022 and will assume full duties on Sept. 1, 2022. Colleran will remain at FedEx Express as the CEO Executive Advisor through the end of December to help ensure a smooth transition of responsibilities.
Smith joined FedEx in 2005. He previously served as the President and CEO of FedEx Logistics, and in a series of leadership positions in life sciences, healthcare, and customer solutions, including serving as vice president of global trade services and managing director of life sciences and specialty services.
“Richard has a deep understanding of our business and has played a pivotal role in many of our most important initiatives, including our electric vehicle strategy and our life-saving vaccine distribution efforts to combat the COVID-19 pandemic,” Subramaniam said. “With the outstanding executive management team we have in place to execute our strategy, including leaders like Richard, I am confident in the future of FedEx.”
About FedEx Corp.
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenue of $90 billion, the company offers integrated business solutions through operating companies competing collectively, operating collaboratively and innovating digitally under the respected FedEx brand. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its 600,000 team members to remain focused on safety, the highest ethical and professional standards and the needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040. To learn more, please visit about.fedex.com.