FDX 8-K/A
Fedex Corp (FDX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 7, 2026 (
(Exact name of registrant as specified in its charter)
Commission File Number
(State or other jurisdiction of incorporation) |
(IRS
Employer |
(Address of principal executive offices) |
(ZIP Code) |
Registrant’s telephone number, including
area code: (
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 | ||
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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, John W. Dietrich will step down as Executive Vice President and Chief Financial Officer of FedEx Corporation (“FedEx” or “the Company”), effective June 1, 2026, and his last day as an employee of the Company will be July 31, 2026 (the “separation date”).
On May 7, 2026, Mr. Dietrich and the Company entered into a separation and release agreement (the “Agreement”). The material terms of the Agreement are summarized below:
| • | Cash Payment. Following the separation date, on or before August 31, 2026, Mr. Dietrich will receive a cash payment of $2,209,276 (equal to one times his current base salary and target bonus). If, during the period ending two years following the separation date, the Company discovers that Mr. Dietrich has breached any of his material obligations under the Agreement, the Company can seek repayment of the cash payment. |
| • | Other Benefits. The Company will pay the costs of transition services provided by a third-party firm. In addition, FedEx has agreed to reimburse Mr. Dietrich for the costs of preparing and filing his 2026 income tax returns in accordance with FedEx’s generally applicable policies for reimbursing officers for such costs, provided that Mr. Dietrich submits such request for reimbursement in writing no later than May 31, 2027. |
| • | Confidentiality; Non-Compete Agreement; Mutual Non-Disparagement. The Agreement contains a confidentiality provision, non-compete, and a mutual non-disparagement agreement. |
| • | Release of Claims. The Agreement contains a general release of claims that Mr. Dietrich may have against FedEx and its subsidiaries and affiliated companies, and their respective affiliates and related parties. |
Mr. Dietrich will continue to receive his current base salary through the separation date. He is eligible to receive payouts, if any, under FedEx’s fiscal 2026 annual incentive compensation plan (the “2026 AIC Plan”) and FedEx’s FY24–FY26 long-term incentive plan and prorated payouts, if any, under FedEx’s FY25–FY27 and FY26–FY28 long-term incentive plans (collectively, the “Active LTI Plans”) based on his current position as Executive Vice President and Chief Financial Officer and the portion of the applicable three-fiscal-year period (with respect to the Active LTI Plans) during which he was employed, in accordance with the terms of those plans. The vesting and exercise rights of his stock options, restricted stock, and performance stock units will be governed by the terms of FedEx’s 2019 Omnibus Stock Incentive Plan (“Stock Plan”). Additional details regarding the 2026 AIC Plan, Active LTI Plans, and Stock Plan are included in FedEx’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 18, 2025.
The benefits Mr. Dietrich will receive in connection with his departure will comply with the FedEx Corporation Policy on Limitation of Severance Benefits.
The Agreement is attached as Exhibit 10.1 and incorporated herein by reference.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit Number |
Description | |
| 10.1 | Separation and Release Agreement by and between FedEx Corporation and John W. Dietrich | |
| 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: May 7, 2026 | By: | /s/ Gina F. Adams |
| Gina F. Adams | ||
| Executive Vice President, General Counsel and Secretary | ||
Exhibit 10.1
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (this “Agreement”), by and between FedEx Corporation (the “Company”) and John W. Dietrich (“Employee”), is being offered to Employee on May 7, 2026 (the “Offer Date”), and may be accepted by Employee by signing the Agreement without change and returning it to the Company no later than May 7, 2026 (the “Offer Expiration Date”). The date on which Employee executes this Agreement shall be its “Effective Date.”
RECITALS
WHEREAS, Employee is currently employed by the Company as its Executive Vice President and Chief Financial Officer;
WHEREAS, Employee shall cease to serve as Executive Vice President and Chief Financial Officer effective at 12:02 a.m. Central Time on June 1, 2026;
WHEREAS, Employee’s last day as an employee of the Company shall be at the end of the day on July 31, 2026 (the “Separation Date”);
WHEREAS, this Agreement contains a general release of claims that Employee may have against the Company and its subsidiaries and affiliated companies (collectively, the “FedEx Group”), and their respective affiliates and related parties, and by delivery hereof, Employee is hereby notified and acknowledges his understanding that Employee’s execution of this Agreement (including the Release Affirmation (as defined herein) set forth as Exhibit A hereto) is required for Employee to receive any of the payments and benefits set forth herein; and
WHEREAS, the parties intend for this Agreement to supersede any and all prior agreements that Employee has with any member of the FedEx Group relating to the terms and conditions of his employment with the FedEx Group following the Effective Date.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Employee hereby agree as follows:
Section 1. Employment Status.
(a) General. Employee hereby acknowledges and agrees that he shall resign, and cease to be, an officer, director, or committee member of any member of the FedEx Group effective 12:02 a.m. Central Time on June 1, 2026. Employee further acknowledges and agrees that his termination from service as an employee of the Company and from each other position (as a service provider or otherwise) with any member of the FedEx Group will become effective as of the Separation Date. Except as otherwise expressly set forth herein, Employee shall not represent himself (i) after June 1, 2026, as being an officer or director of the Company or any other member of the FedEx Group for any purpose (provided, however, that Employee shall still be deemed an “officer” for purposes of the FedEx Corporation Retirement Parity Pension Plan through July 31, 2026) and (ii) after the Separation Date as being an employee, agent, or representative of the Company or any other member of the FedEx Group for any purpose. The Separation Date shall be the termination date of Employee’s employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the FedEx Group, except as otherwise provided herein. The terms and conditions set forth herein shall exclusively govern Employee’s continued employment with the Company from and after the Effective Date.
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(b) Duties. During the period commencing on the Offer Date and ending on the Separation Date (the “Transition Period”), Employee shall continue to perform such duties as assigned by the President and Chief Executive Officer of FedEx Corporation and perform such services that relate to the operations and information within Employee’s purview (collectively, the “Transition Services”).
(c) Compensation and Benefits. During the Transition Period, Employee will continue to (i) receive his current base salary, (ii) accrue benefits under all employee benefit, bonus, and retirement plans of the FedEx Group based on his position as of the Effective Date and in accordance with the terms of such plans, (iii) participate in the health insurance and other benefit plans of the FedEx Group in which he currently participates, and (iv) receive the perquisites and other personal benefits currently provided to Employee, subject in all cases to the discretion of the Company to amend or terminate any or all of such plans or arrangements at any time and from time to time in accordance with the terms thereof.
(d) Employer Property. Except as expressly set forth herein or otherwise permitted by the Company, on or before the Separation Date, Employee will return to the Company all property in Employee’s possession, custody, or control belonging to the FedEx Group, including, but not limited to, all equipment, computers, pass codes, keys, swipe cards, credit cards, documents, or other materials, in whatever form or format, that Employee received, prepared or helped prepare (“Employer Property”). Employee represents that he has not downloaded or otherwise copied or obtained, in hard copy or electronic form, any Confidential Information (as defined in Section 9) that has not been destroyed or returned to the Company and he is not in possession of any such Confidential Information as of the Effective Date. Except as otherwise permitted by the Company and subject to Section 9 hereof, Employee will not, after the Separation Date, retain any copies, duplicates, reproductions, computer disks, or excerpts thereof, whether in hard copy or electronic form, of any Employer Property.
(e) Company Policies. Employee acknowledges and affirms that on the Effective Date and through the Separation Date, he is subject to, and bound by, the terms of the Company’s written policies and procedures for employees. Any breach or violation of any such policy may subject Employee for immediate termination, in which case this Agreement shall become null and void.
Section 2. Separation Payments and Benefits.
(a) Accrued Amounts. Following the Separation Date, Employee will be paid or provided all accrued but unpaid base salary and approved unreimbursed business expenses through the Separation Date, if any, regardless of whether this Agreement becomes effective. In addition, Employee shall be entitled to all benefits accrued up to the Separation Date, to the extent vested, under all employee benefit or bonus plans (including, without limitation, the annual incentive plan and long-term cash incentive plans) of the FedEx Group in which Employee participates (except for any plan that provides for severance pay or termination benefits) in accordance with the terms of such plans, and any other amounts required to be paid pursuant to applicable law. For the avoidance of doubt, following the date on which Employee’s coverage under the group health plan would otherwise terminate, Employee shall be entitled to enroll in COBRA continuation coverage under the Company’s group health plan, as provided under applicable law, at his expense or, if eligible under the terms of such plan, the retiree medical health plan. Information about electing COBRA coverage will be provided to Employee in connection with his separation from service in accordance with the Company’s customary practices.
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(b) Cash Payment. In consideration for and subject to the terms contained herein, including Employee’s agreement to and compliance with the provisions set forth in Section 6(b) hereof, as well as timely execution and non-revocation of this Agreement and the release and waiver of claims set forth in Exhibit A hereto and made a part hereof (the “Release Affirmation”) and continued service through the Separation Date, Employee will be entitled to receive a lump sum cash amount equal to TWO MILLION TWO HUNDRED NINE THOUSAND TWO HUNDRED SEVENTY SIX DOLLARS ($2,209,276), which is equal to one times Employee’s current base salary and his target bonus, which will be paid to Employee through the Company’s payroll on or before August 31, 2026.
If, after the payment of this amount and before the end of the Restricted Period (as defined in Section 6(b)), it is discovered that Employee breached any of his material obligations under this Agreement (which shall include the obligations in Section 1(d) and Section 9), the Company shall be permitted to seek and receive repayment from Employee of such amount on an after-tax basis.
(c) Transition Services. The Company shall pay the costs of transition services provided by a third-party firm, subject to arrangements made by the Company in its sole discretion. The transition services assistance will be paid directly to the third-party service provider and a cash equivalent will not be paid to Employee.
(d) No Further Benefits. Except with respect to Unreleased Claims (defined below), Employee hereby acknowledges and agrees that the payment provided pursuant to this Section 2 is in full discharge of any and all liabilities and obligations of the FedEx Group to him, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any written or oral agreement, policy, plan, or procedure of the FedEx Group or any understanding or arrangement between Employee and the FedEx Group.
(e) Equity Plans. Employee shall terminate his employment at the end of the day on the Separation Date. Under the terms of the Company’s 2019 Stock Incentive Plan, as amended (the “Plan”), because Employee has attained the age of 55, his termination qualifies as a “retirement” for purposes of the Plan. Accordingly, pursuant to Section 17 of the Plan, Employee may exercise any stock options granted to Employee under the Plan that are vested and are exercisable as of the Separation Date to the extent provided and in accordance with the provisions of the Plan (subject to the Company’s policies and procedures regarding open trading windows for transactions in the Company’s securities). Pursuant to Section 17 of the Plan, because Employee has also attained the age of 60, Employee will vest in any restricted stock he may be been granted in accordance with the terms of the Plan and applicable award agreement pursuant to which such awards were granted. Employee will forfeit all performance stock units he may have been granted in accordance with the terms of the applicable award agreement. Employee will not be eligible for additional grants of equity compensation awards following the Effective Date.
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(f) Tax Return. In addition to the payment described in paragraph 2(b), the Company will reimburse Employee for the actual cost of preparing and filing his 2026 income tax returns in accordance with the generally applicable policies for reimbursing officers of the Company for such costs, provided that Employee submits such request for reimbursement in writing no later than May 31, 2027.
(g) Taxes. The payments referenced in this Section 2 shall be subject to reduction for tax and other withholding obligations.
Section 3. Release and Waiver of Claims.
(a) Definitions. As used in this Agreement, the term “claims” includes all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, equity, or otherwise.
(b) Release. In consideration of the payments and benefits described in this Agreement, to which Employee agrees that Employee is not entitled unless he executes this Release and the Release Affirmation, and unless it becomes effective in accordance with the terms hereof, Employee, for and on behalf of himself and his heirs, successors, and assigns (collectively, the “Releasors”), subject to the last sentence of this Section 3(b), hereby waives and releases all common law, statutory, and other complaints, claims, charges, and causes of action of any kind whatsoever, whether presently known or unknown, in law or in equity, that Employee ever had, now has, or may have against the Company and its stockholders, subsidiaries, affiliates, predecessors, successors, assigns, directors, officers, partners, members, managers, employees, trustees (in their official capacities), employee benefit plans and their administrators and fiduciaries (in their official capacities), representatives, or agents, or any of their affiliates, successors, or assigns (collectively, the “Releasees”), by reason of facts or omissions that have occurred on or prior to the date that Employee signs this Agreement, including, without limitation, any complaint, claim, charge, or cause of action arising out of Employee’s employment or termination of employment, or any term or condition of that employment, or arising under federal, state, local, or foreign laws pertaining to employment, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, or any other federal, state, local, or foreign laws relating to discrimination on the basis of age, sex, or other protected class, all claims under federal, state, local, or foreign laws for express or implied breach of contract, wrongful discharge, defamation, or intentional infliction of emotional distress, and all related claims for attorneys’ fees and costs. Except with respect to Unreleased Claims (as defined herein), Employee agrees that the foregoing release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by the Releasors. Employee acknowledges that he intends to waive and release all rights, known or unknown, that he may have against the Releasees under these or any other laws; provided, that expressly excluded from this release are (i) any claim to enforce any rights Employee has under this Agreement, including the right to any payment under this Agreement, (ii) rights that cannot be released as a matter of law, including Employee’s rights to COBRA, workers’ compensation, and unemployment insurance (the application for which shall not be contested by the Company), (iii) any rights to indemnification by the FedEx Group, (iv) any vested rights and benefits with respect to the Company’s compensation and benefit plans, and (v) any claims or rights as a stockholder or based on consumer products or services offered or provided to Employee by the Company (collectively, the “Unreleased Claims”).
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This release does not (i) extend to rights the Employee may have to enforce the provisions of this Agreement, (ii) waive or release claims the Employee has as of the date hereof relating to any rights of indemnification, advancement and/or defense arising under the Company’s (or any affiliate’s) certificate (or articles) of incorporation, bylaws, operating agreements, or other organizational or governance documents, or (iii) waive or release claims relating to any right the Employee may have as of the date hereof as an insured under any director and officer, committee member, management, employment practices, general liability, or other insurance policy or excess policy.
(c) No Claims. Employee acknowledges and agrees that as of the date he executes this Agreement, he has no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws waived in the preceding paragraph.
(d) Acknowledgement of Full and Final Release. Employee acknowledges and agrees that by virtue of the foregoing, he has waived any relief available to him (including without limitation, monetary damages, equitable relief, and reinstatement) under any of the claims or causes of action waived in this Section 3.
(e) Release Affirmation. Employee acknowledges and agrees that he must also execute and deliver to the Company the Release Affirmation, which contains a bring-down of Employee’s release of claims set forth in this Section 3 as it relates to claims arising through the date on which the Release Affirmation is executed, as well as a release of claims under the Age Discrimination in Employment Act, a law that prohibits discrimination on the basis of age.
(f) Mutual Non-Disparagement. The FedEx Group and Employee agree that, at all times following the signing of this Agreement, the FedEx Group shall instruct in writing and use commercially reasonable efforts to require its executive officers and members of the FedEx Corporation Board of Directors (the “FedEx Officer and Director Group”) not to, and Employee shall not, engage in any vilification of the other and FedEx Group shall instruct its officers and directors to, and Employee shall, refrain from making any false, negative, critical, or disparaging statements, implied or expressed, concerning the other including, but not limited to, management or communication style, methods of doing business, the quality of products and services, or role in the community. The FedEx Group shall further instruct in writing and use commercially reasonable efforts to require the FedEx Officer and Director Group to, and Employee further agrees to, do nothing that would damage the other’s business reputation or goodwill or the reputation of Employee or the FedEx Group. The restrictions of this Section 3(f) shall not apply to truthful statements made in court, arbitration proceedings, or mediation proceedings or in documents produced or testimony given in connection with legal process that are based on the FedEx Group’s and Employee’s, as applicable, reasonable belief and are not made in bad faith.
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Section 4. Knowing and Voluntary Waiver.
Employee expressly acknowledges and agrees that he —
(a) is able to read the language, and understand the meaning and effect, of this Agreement;
(b) has no physical or mental impairment of any kind that has interfered with his ability to read and understand the meaning of this Agreement or its terms, and that he is not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement;
(c) is specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to provide him with the payment and benefits provided by this Agreement, which it has agreed to provide him because of his agreement to accept them in full settlement of all possible claims that he is releasing hereunder;
(d) acknowledges that, but for his timely execution and non-revocation of this Agreement and the Release Affirmation, he would not be entitled to the payment and benefits provided by this Agreement;
(e) had or could have had until the Offer Expiration Date in which to review and consider this Agreement, and that if he executes this Agreement prior to the Offer Expiration Date, he has voluntarily and knowingly waived the remainder of the review period;
(f) was advised to consult with his attorney regarding the terms and effect of this Agreement; and
(g) has signed this Agreement knowingly and voluntarily.
Section 5. No Suit.
Employee represents and warrants that he has not previously filed, and to the maximum extent permitted by law agrees that he will not file, a complaint, charge, or lawsuit against any of the Releasees regarding any of the claims released herein. If, notwithstanding this representation and warranty, Employee has filed or files such a complaint, charge, or lawsuit, Employee agrees that he shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including, without limitation, the attorneys’ fees of any of the Releasees against whom Employee has filed such a complaint, charge, or lawsuit. Notwithstanding this Section 5, Employee may bring a claim to enforce this Agreement.
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Section 6. No Re-Employment; Non-Compete.
(a) No Re-Employment. Employee hereby agrees to waive any and all claims to re-employment with the FedEx Group. Employee affirmatively agrees not to seek further employment with the FedEx Group.
(b) Non-Compete. Employee covenants and agrees that he will not, for a period of two years following the Separation Date (the “Restricted Period”), either on his own behalf or on behalf of any other person or entity, directly or indirectly, engage as a principal, employee, agent, consultant, independent contractor, or in any capacity whatsoever with a Competitor of the Company. The Company shall be entitled to seek enforcement of this covenant by court injunction. For this purpose, “Competitor” shall mean United Parcel Service, Inc., DHL (part of Deutsche Post DHL Group), the U.S. Postal Service, Amazon, Inc. or any of their respective subsidiaries and affiliates.
Section 7. Successors and Assigns.
The parties acknowledge and agree that this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns.
Section 8. Severability.
The invalidity, illegality or unenforceability of any provision or provisions of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect, nor shall the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained in this Agreement or any portion thereof shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein.
Section 9. Confidentiality.
Employee acknowledges that during his period of employment with the Company, he was in possession of the Company’s and FedEx Group’s valuable, confidential, and proprietary information (“Confidential Information”). Accordingly, Employee agrees that all such information shall remain the exclusive property of the Company and the FedEx Group, as applicable, and he agrees to hold all such information in the strictest confidence. Employee shall not communicate any such information in any form to any third party without the Company’s prior written consent. The term “Confidential Information” does not include any information that (a) at the time of disclosure is or, after such time, becomes generally available to the public (other than as a result of a disclosure directly or indirectly by the Employee in violation of this Agreement), (b) was available to the Employee on a nonconfidential basis from a source other than the Company, (c) has been independently acquired or developed by the Employee without violating any of his obligations under this Agreement or applicable law, or (d) was known to the Employee on a nonconfidential basis prior to its disclosure to the Employee by the Company.
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Employee understands that nothing contained in this Agreement or the Release Affirmation or otherwise limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state, or local governmental agency or commission (“Government Agencies”). Employee further understands that nothing in this Agreement or the Release Affirmation or otherwise limits Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. None of this Agreement, the Release Affirmation or otherwise limits Employee’s right to receive an award for information provided to any Government Agencies or to engage in any future activities protected under whistleblower statutes.
Pursuant to the Defend Trade Secrets Act of 2016, the parties hereto acknowledge and agree that Employee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (a) in confidence to a Government Agency or official thereof, either directly or indirectly, or to any attorney, and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. In addition and without limiting the preceding sentence, if Employee files a lawsuit alleging retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to his attorney and may use the trade secret information in the court proceeding, if Employee (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.
Section 10. Cooperation.
(a) Transition Services Cooperation. During the Transition Period, Employee shall continue to perform his duties in a professional manner consistent with past practice and shall cooperate fully with the Company and any member of the FedEx Group to effect a smooth and orderly transition of his responsibilities. Such cooperation shall include timely providing information, assistance and services as the Company, its executive management team, or any designated successor, requests or requires, including with respect to ongoing matters, projects, relationships, and Transition Services. Employee’s cooperation shall also include, without limitation, assisting in the transfer of responsibilities and institutional knowledge, preparing transitional materials or documentation, participating in meetings and calls, being reasonably available to respond to inquiries, and providing guidance to any successor or other designated personnel. Employee further acknowledges that failure to provide reasonable cooperation in accordance with this Section 10(a) shall constitute a material breach of this Agreement, and in such event, Employee shall forfeit any unpaid severance compensation or benefits otherwise payable under this Agreement, subject to applicable law.
(b) Litigation Support. Upon the request of the FedEx Corporation Executive Vice President and General Counsel, Employee shall make himself reasonably available to assist, give testimony, and review discovery requests in connection with litigation or other disputes or proceedings involving the Company or any member of the FedEx Group. If such services are requested following the Separation Date, Employee will be compensated at a commercially reasonable rate for such services as an independent contractor. In addition, Company will reimburse Employee for any required out-of-pocket travel expenses consistent with the Company’s expense reimbursement policies and procedures.
(c) Completion of Directors’ and Officers’ Questionnaire. Upon the request of the Company, Employee shall complete a directors’ and officer’s questionnaire to facilitate the Company’s preparation and filing of its annual proxy statement and periodic reports with the Securities and Exchange Commission.
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Section 11. Non-Admission.
Nothing contained in this Agreement will be deemed or construed as an admission or acknowledgement of any unlawful or improper act or conduct, or liability therefor, on the part of Employee or the Company.
Section 12. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between Employee and the Company regarding the termination of Employee’s employment. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between Employee and any member of the FedEx Group and all benefit plans of the FedEx Group relating to the subject matter of this Agreement. For the avoidance of doubt, from and after the Effective Date, Employee’s Management Retention Agreement shall be terminated and have no further force and effect.
Section 13. Modifications.
This Agreement may not be modified or amended, nor may any rights under it be waived, except in a writing signed and agreed to by the parties hereto.
Section 14. Governing Law; Venue.
EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES AGREE THAT ANY ACTION SEEKING TO ENFORCE ANY TERM OR CONDITION OF THIS AGREEMENT OR ANY ACTION ALLEGING BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL BE BROUGHT SOLELY AND EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN SHELBY COUNTY, TENNESSEE. THE PARTIES EXPRESSLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN SHELBY COUNTY, TENNESSEE AND EXPRESSLY AGREE THAT VENUE IS PROPER IN SUCH COURTS.
Section 15. Mutual Waiver of Jury Trial.
THE COMPANY AND EMPLOYEE EACH WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT IN ANY ACTION, PROCEEDING, OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY AND EMPLOYEE EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION WILL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS PARAGRAPH AS TO ANY ACTION, COUNTERCLAIM, OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.
| FedEx Corporation | ||
| By: | /s/Tracy B. Brightman | |
| Tracy B. Brightman | ||
| Executive Vice President, Chief People Officer | ||
| Date: May 7, 2026 | ||
| /s/John W. Dietrich | ||
| John W. Dietrich | ||
| Date: May 7, 2026 | ||
Signature page to Separation and Release Agreement
Exhibit A
RELEASE AFFIRMATION
Section 1. Opportunity for Review; Acceptance.
Employee shall have until the twenty-first (21st) day following the Separation Date (the “Review Period”) to review and consider this Release Affirmation. To accept this Release Affirmation and the terms and conditions contained herein, Employee must execute and date this Release Affirmation where indicated below and return the executed copy of the Release Affirmation to the Company prior to the expiration of the Review Period, but no earlier than the Separation Date. Notwithstanding anything contained herein to the contrary, this Release Affirmation will not become effective or enforceable for a period of seven (7) calendar days following the date of its execution and delivery to the Company (the “Revocation Period”), during which time Employee may further review and consider the Release Affirmation and revoke his acceptance of this Release Affirmation by notifying the Company in writing. To be effective, such revocation must be received no later than the last day of the Revocation Period. Provided that the Release Affirmation is timely executed and Employee has not timely revoked it, the eighth (8th) day following the date on which the Release Affirmation is executed and delivered to the Company shall be its effective date. In the event of Employee’s failure to timely execute and deliver this Release Affirmation or his subsequent revocation of this Release Affirmation during the Revocation Period, this Release Affirmation will be null and void and of no effect, and Employee shall not be entitled to any payments or benefits under the Agreement that are conditioned upon the execution of a release of claims (which for purposes of clarification shall include any and all payments and benefits otherwise owing to Employee thereunder following the Separation Date).
Section 2. Affirmation of Release; ADEA Release.
(a) Affirmation of General Release. Employee hereby extends and affirms his release of claims against the Releasees as set forth in Sections 3–5 of the Agreement, as if made on the date on which he signs this Release Affirmation (the “Affirmation Date”), such that Employee hereby waives and releases all such claims arising through the Affirmation Date.
(b) ADEA Release. In addition to the general release of claims affirmed in Section 2(a) above, Employee hereby waives and releases all claims that Employee ever had, now has, or may have against the Releasees by reason of facts or omissions that have occurred on or prior to the Affirmation Date arising under the Age Discrimination in Employment Act of 1967 or the Older Workers Benefit Protection Act (collectively, “ADEA,” a law that prohibits discrimination on the basis of age).
(c) EEOC Investigations. Notwithstanding the generality of the foregoing, nothing in the Agreement shall prevent Employee from filing a charge or complaint against any Releasee with the Equal Employment Opportunity Commission to challenge the validity of the waiver of his claims under the ADEA contained in this Release Affirmation or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission.
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IN WITNESS WHEREOF, Employee has executed this Release Affirmation as of the date set forth below.
| John W. Dietrich | ||
| Date: | ||
Signature page to Release Affirmation