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): November 2, 2015

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission file number 1-15829

Delaware	62-1721435
(State or other jurisdiction of incorporation)	(I.R.S. 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

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))

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 November 2, 2015, the Board of Directors of FedEx Corporation elected John C. (“Chris”) Inglis as a director, effective immediately. The Board also appointed Mr. Inglis as a member of its Information Technology Oversight and Nominating & Governance Committees. A copy of FedEx’s press release announcing Mr. Inglis’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Mr. Inglis was elected for a term expiring at the annual meeting of stockholders in September 2016, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Inglis, the size of the Board of Directors is now 13 members.

The Board of Directors has determined that Mr. Inglis 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. Inglis 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. Inglis was not pursuant to any arrangement or understanding between him and any other person.

Mr. Inglis 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 3,015 shares of FedEx common stock and a prorated annual retainer payment upon his election to the Board.

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 November 2, 2015.

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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: November 2, 2015	By:	/s/ Christine P. Richards
		Christine P. Richards
		Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of FedEx Corporation dated November 2, 2015.

E-1

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Chris Inglis Joins

FedEx Corporation Board of Directors

FedEx Corporation Board Declares Quarterly Dividend

MEMPHIS, Tenn., November 2, 2015 — The Board of Directors of FedEx Corporation (NYSE: FDX) today elected John C. (“Chris”) Inglis as a director. The Board also appointed Mr. Inglis as a member of its Information Technology Oversight and Nominating & Governance Committees.

“We are extremely pleased that Chris has joined our Board of Directors. His cybersecurity and information technology expertise and significant leadership experience will be very valuable to FedEx and the Board,” said Frederick W. Smith, chairman, president and chief executive officer of FedEx Corp.

Mr. Inglis is currently the Robert and Mary M. Looker Distinguished Visiting Professor of Cyber Studies at the U.S. Naval Academy. He retired in 2014 as the Deputy Director and senior civilian leader of the National Security Agency. In this role, he acted as the NSA’s chief operating officer and was responsible for guiding and directing strategies, operations and policy. He began his 28-year career at the NSA as a computer scientist within the National Computer Security Center. Prior to joining the NSA, Mr. Inglis had nine years of active duty service as an officer and pilot in the U.S. Air Force. He also served for twenty-one years with the Air National Guard, retiring as a Brigadier General.

Mr. Inglis is a 1976 graduate of the U.S. Air Force Academy and holds advanced degrees in engineering and computer science from Columbia University, Johns Hopkins University and The George Washington University.

Dividend Declaration

Additionally, the Board of Directors today declared a quarterly cash dividend of $0.25 per share on FedEx Corporation common stock. The dividend is payable January 4, 2016 to stockholders of record at the close of business on December 14, 2015.

Earnings Call Changes

Beginning with its second quarter fiscal 2016 earnings release, FedEx will begin releasing earnings after market close. Also, FedEx’s second and third quarter fiscal 2016 earnings calls scheduled for December 16, 2015 and March 16, 2016 have been moved from 8:30 am eastern time to 5:00 pm eastern time. FedEx’s fourth quarter fiscal 2016 earnings call previously scheduled for June 15, 2016 at 8:30 am eastern time has been rescheduled to June 21, 2016 at 5:00 pm eastern 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 $48 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 325,000 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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