8-K

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 25, 2022

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number 1-15829

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

On March 25, 2022, Frederick W. Smith, Chairman of the Board and Chief Executive Officer of FedEx Corporation (“FedEx” or the “Company”), informed the Company’s Board of Directors (the “Board”) that he will step down as Chief Executive Officer of FedEx effective May 31, 2022. Effective June 1, 2022, the Board has appointed Mr. Smith to serve as Executive Chairman and Chairman of the Board. Mr. Smith will report directly to the Board as Executive Chairman, and will continue to serve as a full-time officer and employee of the Company in this role.

Rajesh Subramaniam, who previously served as President and Chief Operating Officer of FedEx, has been appointed President and Chief Executive Officer—Elect of FedEx effective March 25, 2022, and President and Chief Executive Officer of FedEx effective June 1, 2022. Mr. Subramaniam will report directly to the Board in his new role. The role of Chief Operating Officer of FedEx will not be backfilled.

Mr. Subramaniam, 56, has held the position of President and Chief Operating Officer of FedEx since March 2019 and has served as a director of FedEx since January 2020. He was President and Chief Executive Officer of Federal Express Corporation (“FedEx Express”) from January 2019 to March 2019, Executive Vice President – Chief Marketing & Communications Officer of FedEx from January 2017 to December 2018, Executive Vice President – Marketing & Communications of FedEx Corporate Services, Inc. (“FedEx Services”) from 2013 to January 2017, Senior Vice President – Marketing of FedEx Services from 2006 to 2013, Senior Vice President – Canada of FedEx Express from 2003 to 2006, Vice President – Marketing/APAC of FedEx Express from 2000 to 2003, Vice President – APAC, EC & CS of FedEx Express from 1999 to 2000, and held various management and marketing analyst positions at FedEx Express from 1991 to 1999. Mr. Subramaniam serves as a director of First Horizon Corporation, a financial holding company.

Certain transactions since the beginning of the Company’s last fiscal year in which FedEx is a participant and in which certain members of Mr. Subramaniam’s immediate family have an interest that are required to be reported under Item 404(a) of Regulation S-K are described under “Related Person Transactions” in FedEx’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 16, 2021. The appointment of Mr. Subramaniam was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of FedEx acting in his or her official capacity. Executive officers are elected by, and serve at the discretion of, the Board. There are no family relationships between Mr. Subramaniam and any other executive officer or director of FedEx, or any person nominated or chosen to become a director or executive officer.

The Compensation Committee and Board of FedEx will evaluate the respective compensation of Mr. Smith as Executive Chairman and Chairman of the Board and Mr. Subramaniam as President and Chief Executive Officer at a later date.

Additionally, effective March 25, 2022, the Board has appointed R. Brad Martin, Chairman of the Audit Committee of the Board, to serve as non-executive Vice Chairman of the Board. As Vice Chairman of the Board, Mr. Martin is the Board’s designated successor to serve as Chairman of the Board. David P. Steiner, as Chairman of the Governance, Safety, and Public Policy Committee of the Board, continues to serve as Lead Independent Director, and the composition of the Board and its respective committees did not otherwise change as a result of the appointments discussed above.

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.

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.

EX-99.1

Exhibit 99.1

Contact:

Jenny Robertson

FedEx

901-434-8100

FORIMMEDIATE RELEASE

Raj Subramaniam to become President and CEO of FedEx Corporation; Frederick

W. Smith to serve as Executive Chairman

MEMPHIS, Tenn. (March 28, 2022) – FedEx Corp. (NYSE: FDX) announced today that, effective June 1, 2022, Frederick W. Smith, Chairman and Chief Executive Officer, will become Executive Chairman, and Raj Subramaniam, President and Chief Operating Officer, will be promoted to President and CEO.

In addition, R. Brad Martin, Chair of the Board’s Audit Committee, is now non-executive Vice Chairman of the Board. As Vice Chairman of the Board, Martin is the Board’s designated successor to serve as Chairman of the Board. David P. Steiner, Chair of the Board’s Governance, Safety, and Public Policy Committee, will continue to serve as Lead Independent Director. Smith and Subramaniam will both report directly to the Board, and the Chief Operating Officer position will not be backfilled. As part of the transition, Subramaniam has been named President and CEO-elect of FedEx Corp. effective immediately.

“FedEx has changed the world by connecting people and possibilities for the last 50 years,” Smith said. “As we look toward what’s next, I have a great sense of satisfaction that a leader of the caliber of Raj Subramaniam will take FedEx into a very successful future. In my role as Executive Chairman, I look forward to focusing on Board governance as well as issues of global importance, including sustainability, innovation, and public policy.”

“When Fred Smith founded FedEx, he disrupted conventional thinking and created an industry. In his role as Executive Chairman, he will focus on the key issues, policies, and innovations that will continue moving FedEx and the world forward,” Steiner said. “Raj is an accomplished and proven leader, and he has the full support of the Board. He has more than 30 years of global experience across strategy and operations and has led the company through a period of tremendous growth. I am confident that Raj will build on this foundation and take the company to even greater heights.”

Subramaniam was elected to the FedEx Board of Directors in 2020 and will maintain his seat on the Board. Prior to his role as President and Chief Operating Officer of FedEx Corp., Subramaniam was President and Chief Executive Officer of FedEx Express, the world’s largest express transportation company. He also served as Executive Vice President and Chief Marketing and Communications Officer of FedEx Corp., where he was responsible for developing the corporate strategy. In addition, he served as the President of FedEx Express in Canada and in several other management and marketing roles throughout Asia and the U.S. since he joined FedEx in 1991.

“Fred is a visionary leader and a legend of the business world,” Subramaniam said. “He founded one of the world’s greatest and most admired companies, and it is my honor and privilege to step into this role and build upon what he has created. As we continue to transform as a company and reimagine what’s next, we will keep our people-service-profit philosophy at our core. I am immensely proud of our 600,000 team members around the world. Together we’ve set into motion ideas that have changed the world for the better, and together we will unlock new value for our people, customers, and shareholders.”

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 $92 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 nearly 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 fedex.com/about.