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): June 8, 2009

FedEx Corporation
(Exact name of registrant as specified in its charter)

Delaware	1-15829	62-1721435
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

(Former name or former address if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

(d) Election of New Director: On June 8, 2009, the Board of Directors of FedEx Corporation elected Ambassador Susan C. Schwab as a director, effective immediately. The Board also appointed Ambassador Schwab as a member of its Compensation Committee. A copy of FedEx’s press release announcing Ambassador Schwab’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Ambassador Schwab was elected for a term expiring at the annual meeting of stockholders in September 2009, at which time her continued Board service will be subject to renomination and stockholder approval. With the election of Ambassador Schwab, the size of the Board of Directors is now 12 members.

The Board of Directors has determined that Ambassador Schwab 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 Ambassador Schwab or any member of her 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 Ambassador Schwab was not pursuant to any arrangement or understanding between her and any other person. A third-party executive search firm engaged by the Nominating & Governance Committee provided assistance in identifying Ambassador Schwab as a potential Board candidate. Frederick W. Smith, FedEx’s Chairman of the Board, President and Chief Executive Officer, and Peter S. Willmott, Chairman of the Nominating & Governance Committee of the Board, recommended Ambassador Schwab as a nominee for election.

Ambassador Schwab will be compensated in accordance with previously disclosed compensation programs for FedEx’s non-management (outside) directors. Accordingly, she received a stock option for 4,400 shares of FedEx common stock upon her election to the Board.

(e) Adoption of Compensatory Plan: On June 8, 2009, the Board of Directors of FedEx, upon the recommendation of its Compensation Committee, approved FedEx’s FY2010-FY2012 long-term incentive compensation (LTI) plan.

The LTI program provides a long-term cash payment opportunity to members of management, including the named executive officers, based upon achievement of aggregate diluted earnings-per-share (EPS) goals for the preceding three-fiscal-year period. The LTI plan design provides for payouts that correspond to specific EPS goals established by the Board of Directors. The EPS goals represent total growth in EPS (over a base year) for the three-year term of the LTI plan. The LTI program provides for:

• Target payouts if the three-year average annual EPS growth rate is 12.5%;

• Above-target payouts if the growth rate is above 12.5% up to a maximum amount (equal to 150% of the target payouts) if the growth rate is 15% or higher; and

• Below-target payouts if the growth rate is below 12.5% down to a threshold amount (equal to 25% of the target payouts) if the growth rate is 5%. No LTI payment is made unless the three-year average annual EPS growth rate is at least 5%.

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Traditionally, the base-year number over which the three-year average annual EPS growth rate goals are measured for an LTI plan is the final full-year EPS of the preceding fiscal year. For the FY2010-FY2012 LTI plan, however, the base-year number will be equal to the FY2010 business plan EPS goal less 12.5%. The Board believes this modification is appropriate in order to address the current economic environment and our current earnings stream and restore the motivating power of the plan. Otherwise, the FY2010-FY2012 LTI plan (including the three-year average annual EPS growth rate goals described above and the threshold, target and maximum payouts) for the named executive officers is materially consistent with the previously disclosed terms of the LTI program.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
Number	Description
99.1	Press Release of FedEx Corporation dated June 8, 2009.

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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: June 9, 2009

By: /s/ John L. Merino                                
       John L. Merino
       Corporate Vice President and
       Principal Accounting Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of FedEx Corporation dated June 8, 2009.

E-1

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Former United States Trade Representative Joins
FedEx Corp. Board of Directors
Board Maintains Amount of Quarterly Dividend

MEMPHIS, Tenn., June 8, 2009 — The Board of Directors of FedEx Corp. (NYSE: FDX) today elected Ambassador Susan C. Schwab, U.S. Trade Representative from 2006 to 2009, as a director. The Board also appointed Ambassador Schwab as a member of its Compensation Committee.

“We are delighted to welcome Ambassador Schwab to our Board of Directors,” said Frederick W. Smith, chairman, president and chief executive officer of FedEx Corp. “As a global company, we look forward to benefiting immediately from her vast experience and knowledge of international trade and policy issues.”

Ambassador Schwab, 54, currently is a professor at the University of Maryland’s School of Public Policy. She served as dean of the school from 1995 to 2003 and was president of the University System of Maryland Foundation before rejoining the U.S. Government in 2005. She also worked in the private sector as director of business development for Motorola in the early 1990s.

Ambassador Schwab has held many distinguished positions in the U.S. Government in addition to serving as the country’s top trade representative. She has been the Director-General of the U.S. & Foreign Commercial Service of the U.S. Department of Commerce; a trade policy officer at the U.S. Embassy in Tokyo, Japan; and a senior aide to former U.S. Senator John C. Danforth.

Ambassador Schwab was awarded a Ph.D. in public administration and international business from The George Washington University, an M.A. in development policy from Stanford University, and a B.A. in political economy from Williams College. She serves on the board of directors of Caterpillar Inc., the board of visitors of the United States Air Force Academy and the board of directors of the Signature Theatre in Arlington, Virginia.

In another action today, the FedEx Board of Directors declared a quarterly cash dividend of $0.11 per share on FedEx Corporation common stock. The dividend is payable July 1, 2009 to stockholders of record at the close of business on June 18, 2009. In connection with today’s dividend declaration, the Board conducted its annual evaluation of the quarterly dividend payment amount, and in light of current macroeconomic conditions, decided not to increase the amount at the present time.

Corporate Overview

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $38 billion, the company offers integrated business applications through operating companies competing collectively and managed collaboratively, under the respected FedEx brand. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its more than 290,000 team members to remain “absolutely, positively” focused on safety, the highest ethical and professional standards and the needs of their customers and communities. For more information, visit news.fedex.com.

Media Contact: Jess Bunn 901-818-7463
Investor Contact: Mickey Foster 901-818-7468
Home Page: fedex.com

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