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): December 13, 2021

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.

(d) Election of New Director: On December 13, 2021, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) elected Fred Perpall as a director, effective immediately. The Board also appointed Mr. Perpall as a member of its Audit and Nominating & Governance Committees. A copy of FedEx’s press release announcing Mr. Perpall’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Mr. Perpall was elected for a term expiring at the annual meeting of stockholders in 2022, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Perpall, the size of the Board of Directors is now 12 members.

The Board of Directors has determined that Mr. Perpall is independent and meets the applicable independence requirements of the New York Stock Exchange and the Board’s more stringent standards for determining director independence. There have been no transactions since the beginning of FedEx’s last fiscal year, and there are no currently proposed transactions, in which FedEx was or is to be a participant and in which Mr. Perpall or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

The selection of Mr. Perpall was not pursuant to any arrangement or understanding between him and any other person.

Mr. Perpall will be compensated in accordance with the previously disclosed compensation program for FedEx’s non-management (outside) directors. Accordingly, he received a stock option for 1,992 shares of FedEx common stock and a prorated annual retainer payment upon his election to the Board.

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.

EXHIBIT INDEX

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Fred Perpall, CEO of The Beck Group,

Joins FedEx Corporation Board of Directors

MEMPHIS, Tenn., December 13, 2021... The Board of Directors of FedEx Corporation (NYSE: FDX) today elected Fred Perpall as a director. The Board also appointed Mr. Perpall as a member of its Audit and Nominating & Governance Committees.

“Fred is an outstanding addition to our Board of Directors, and we are extremely pleased to welcome him and all of the considerable skills he brings. His proven history of thoughtful leadership, business acumen, and innovative thinking will be very valuable to FedEx and the Board,” said Frederick W. Smith, chairman and chief executive officer of FedEx Corp.

Mr. Perpall currently serves as Chief Executive Officer of The Beck Group, one of the world’s largest integrated design-build firms. Mr. Perpall leads the firm’s domestic and international design, planning, and construction business. He serves as a director of Triumph Bancorp, Inc. and Starwood Property Trust, Inc. He also serves on the Board of Councilors for The Carter Center and is a member of the United States Golf Association Executive Committee.

Mr. Perpall has a bachelor’s and master’s degree from the University of Texas at Arlington and is a member of the American Institute of Architects College of Fellows, an alumnus of Harvard Business School’s Advanced Management Program, and a former Americas Fellow at The Baker Institute at Rice University.

Corporate Overview

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenue of $87 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 560,000 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.

Media Contact: Jenny Robertson 901-434-4829

Investor Contact: Mickey Foster 901-818-7468

Home Page: fedex.com