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 23, 2024
FedEx Corporation
(Exact name of registrant as specified in its charter)
| Commission File Number 1-15829 | ||
|---|---|---|
| Delaware | 62-1721435 | |
| (State or other jurisdiction<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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol | Name of each exchange<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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
On September 23, 2024, at the annual meeting of stockholders of FedEx Corporation (“FedEx”), FedEx’s stockholders approved and adopted an amendment to FedEx’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for the exculpation from personal liability of certain officers to the extent permitted under Delaware law (the “Amendment”). The Amendment had previously been approved, subject to stockholder approval, by FedEx’s Board of Directors. On September 24, 2024, FedEx filed a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State to effect the Amendment, which became effective immediately upon its filing.
A description of the Amendment is set forth in FedEx’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 12, 2024 under “Charter Amendments - Proposal 4 - Approval of an Amendment to the Third Amended and Restated Certificate of Incorporation of FedEx Corporation to Limit Liability of Certain Officers as Permitted by Law,” which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is 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 23, 2024. |
| --- | --- |
| (b) | The stockholders took the following actions at the annual meeting: |
| --- | --- |
Proposal 1: The stockholders elected fourteen directors, each of whom will hold office until the annual meeting of stockholders to be held in 2025 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><br>Non-Votes | |||
|---|---|---|---|---|---|---|---|
| Silvia Davila | 190,832,952 | 1,593,698 | 171,271 | 23,173,907 | |||
| Marvin R. Ellison | 189,736,126 | 2,691,534 | 170,261 | 23,173,907 | |||
| Stephen E. Gorman | 189,662,264 | 2,775,115 | 160,542 | 23,173,907 | |||
| Susan Patricia Griffith | 188,912,231 | 3,522,781 | 162,909 | 23,173,907 | |||
| Amy B. Lane | 190,521,784 | 1,911,128 | 165,009 | 23,173,907 | |||
| R. Brad Martin | 186,421,851 | 6,022,508 | 153,562 | 23,173,907 | |||
| Nancy A. Norton | 191,660,548 | 768,037 | 169,336 | 23,173,907 | |||
| Frederick P. Perpall | 189,793,489 | 2,640,150 | 164,282 | 23,173,907 | |||
| Joshua Cooper Ramo | 187,376,841 | 5,062,360 | 158,720 | 23,173,907 | |||
| Susan C. Schwab | 187,741,446 | 4,694,932 | 161,543 | 23,173,907 | |||
| Frederick W. Smith | 187,660,325 | 4,589,611 | 347,985 | 23,173,907 | |||
| David P. Steiner | 183,125,263 | 9,328,782 | 143,876 | 23,173,907 | |||
| Rajesh Subramaniam | 190,247,553 | 2,195,231 | 155,137 | 23,173,907 | |||
| Paul S. Walsh | 183,174,487 | 9,272,226 | 151,208 | 23,173,907 |
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:
| • | 174,470,045 votes for (90.6% of the voted shares) |
|---|---|
| • | 17,658,415 votes against (9.2% of the voted shares) |
| --- | --- |
| • | 469,461 abstentions (0.2% of the voted shares) |
| --- | --- |
| • | 23,173,907 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, 2025 was ratified by stockholders. The tabulation of votes on this matter was as follows:
| • | 207,561,794 votes for (96.2% of the voted shares) |
|---|---|
| • | 8,024,382 votes against (3.7% of the voted shares) |
| --- | --- |
| • | 185,652 abstentions (0.1% of the voted shares) |
| --- | --- |
| • | There were no broker non-votes for this item. |
| --- | --- |
Proposal 4: The amendment to FedEx’s Third Amended and Restated Certificate of Incorporation to limit liability of certain officers as permitted by law was approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 176,657,754 votes for (72.1% of the outstanding shares) |
|---|---|
| • | 15,674,111 votes against (6.4% of the outstanding shares) |
| --- | --- |
| • | 266,056 abstentions (0.1% of the outstanding shares) |
| --- | --- |
| • | 23,173,907 broker non-votes |
| --- | --- |
Proposal 5: The amendment to Federal Express Corporation’s Third Restated Certificate of Incorporation to remove the “pass-through voting” provision was approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 191,107,700 votes for (78.0% of the outstanding shares) |
|---|---|
| • | 1,196,239 votes against (0.5% of the outstanding shares) |
| --- | --- |
| • | 293,982 abstentions (0.1% of the outstanding shares) |
| --- | --- |
| • | 23,173,907 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:
| • | 43,030,820 votes for (22.3% of the voted shares) |
|---|---|
| • | 148,661,508 votes against (77.2% of the voted shares) |
| --- | --- |
| • | 905,593 abstentions (0.5% of the voted shares) |
| --- | --- |
| • | 23,173,907 broker non-votes |
| --- | --- |
Proposal 7: A stockholder proposal requesting that the Board of Directors amend FedEx’s governing documents to require non-binding stockholder approval of all Bylaw amendments adopted by the Board of Directors that do not require a stockholder vote was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 3,257,045 votes for (1.7% of the voted shares) |
|---|---|
| • | 188,505,627 votes against (97.9% of the voted shares) |
| --- | --- |
| • | 835,249 abstentions (0.4% of the voted shares) |
| --- | --- |
| • | 23,173,907 broker non-votes |
| --- | --- |
Proposal 8: A stockholder proposal requesting a report on alignment of FedEx’s lobbying and policy influence activities and positions with its goal to achieve carbon-neutral global operations by 2040 was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 39,188,251 votes for (20.3% of the voted shares) |
|---|---|
| • | 152,556,578 votes against (79.2% of the voted shares) |
| --- | --- |
| • | 853,092 abstentions (0.4% of the voted shares) |
| --- | --- |
| • | 23,173,907 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’s updated compensation arrangements with outside directors.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit<br><br>Number | Description |
| --- | --- |
| 3.1 | Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of FedEx Corporation, effective as of September 24, 2024. |
| 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 24, 2024 | By: | /s/ C. Edward Klank III |
| C. Edward Klank III | ||
| Corporate Vice President - Corporate Governance,<br>Securities, and Tax Law |
EX-3.1
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
THIRD AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION
OF
FEDEX CORPORATION
FedEx Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
FIRST: That at a meeting of the Board of Directors of the Corporation (the “Board”), the Board unanimously adopted resolutions proposing the following amendment to the Third Amended and Restated Certificate of Incorporation of the Corporation, declaring the amendment to be advisable, and directing the amendment be considered at the annual meeting of stockholders of the Corporation to be held on September 23, 2024 (the “Annual Meeting”):
“The Third Amended and Restated Certificate of Incorporation of FedEx Corporation be amended by revising ARTICLE THIRTEENTH to read in its entirety as set forth below:
ARTICLE THIRTEENTH: No Director or Officer shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director or Officer, respectively, to the fullest extent permitted under applicable law, provided that this ARTICLE THIRTEENTH shall not eliminate or limit the liability of: (i) a Director or Officer for any breach of the Director’s or Officer’s duty of loyalty to the Corporation or its stockholders, (ii) a Director or Officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a Director under Section 174 of Title 8 of the Delaware Code or any amendment or successor provision thereto, (iv) a Director or Officer for any transaction from which the Director or Officer derived an improper personal benefit, or (v) an Officer in any action by or in the right of the Corporation. This ARTICLE THIRTEENTH shall not eliminate or limit the liability of a Director or Officer for any act or omission occurring prior to the date when this ARTICLE THIRTEENTH becomes effective. Neither the amendment nor repeal of this ARTICLE THIRTEENTH, nor the adoption of any provision of the Amended and Restated Certificate of Incorporation inconsistent with this ARTICLE THIRTEENTH, shall eliminate or reduce the effect of this ARTICLE THIRTEENTH with respect to any matter occurring, or any cause of action, suit or claim that, but for this ARTICLE THIRTEENTH, would accrue or arise prior to such amendment, repeal or adoption of an inconsistent provision. All references in this ARTICLE THIRTEENTH to an “Officer” shall mean only a person who, at the time of an act or omission as to which liability is asserted, falls within the meaning of the term “officer” as defined in Section 102(b)(7) of Title 8 of the Delaware Code.”
SECOND: At the Annual Meeting, the necessary number of shares were voted in favor of the amendment.
THIRD: That the amendment and this Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation were duly authorized and adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, FedEx Corporation has caused this Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation to be signed in its name this 24^th^ day of September, 2024.
| FedEx Corporation | |
|---|---|
| By: | /s/ C. Edward Klank III |
| C. Edward Klank III | |
| Corporate Vice President – Corporate Governance, Securities and Tax Law |
EX-99.1
Exhibit 99.1
Compensation Arrangements with Outside Directors
In September 2024, 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 the committee chairperson fees.
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 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.
In addition, each outside director who was elected at FedEx’s 2024 annual meeting will receive restricted stock units (“RSUs”) having a target fair market value of $195,000 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 2024 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 2024, 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.
RTX 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.