UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
(e) At the annual meeting of FedEx’s stockholders held on September 19, 2022, FedEx’s stockholders, upon the recommendation of the Board of Directors, approved an amendment to the FedEx Corporation 2019 Omnibus Stock Incentive Plan (as amended, the “Plan”) to authorize an additional 5,000,000 shares for issuance under the Plan, none of which are issuable as full-value awards.
A summary of the Plan was included as part of Proposal 4 in FedEx’s definitive proxy statement filed with the Securities and Exchange Commission on August 8, 2022. The summary of the Plan contained in the proxy statement is qualified by and subject to the full text of the Plan, which was included as Appendix D to the proxy statement and incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) | FedEx’s annual meeting of stockholders was held on September 19, 2022. |
(b) | The stockholders took the following actions at the annual meeting: |
Proposal 1: The stockholders elected fifteen directors, each of whom will hold office until the annual meeting of stockholders to be held in 2023 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:
Nominee |
Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
||||||||||||
Marvin R. Ellison |
188,038,305 | 4,425,264 | 222,584 | 27,538,548 | ||||||||||||
Stephen E. Gorman |
191,652,679 | 651,605 | 381,869 | 27,538,548 | ||||||||||||
Susan Patricia Griffith |
186,896,169 | 5,105,876 | 684,108 | 27,538,548 | ||||||||||||
Kimberly A. Jabal |
189,669,383 | 2,655,285 | 361,485 | 27,538,548 | ||||||||||||
Amy B. Lane |
191,194,340 | 738,195 | 753,618 | 27,538,548 | ||||||||||||
R. Brad Martin |
186,042,016 | 6,344,191 | 299,946 | 27,538,548 | ||||||||||||
Nancy A. Norton |
191,774,828 | 565,364 | 345,961 | 27,538,548 | ||||||||||||
Frederick P. Perpall |
191,210,722 | 1,109,342 | 366,089 | 27,538,548 | ||||||||||||
Joshua Cooper Ramo |
188,903,603 | 3,423,186 | 359,364 | 27,538,548 | ||||||||||||
Susan C. Schwab |
184,976,678 | 7,098,834 | 610,641 | 27,538,548 | ||||||||||||
Frederick W. Smith |
184,969,686 | 7,526,380 | 190,087 | 27,538,548 | ||||||||||||
David P. Steiner |
171,226,797 | 21,236,505 | 222,851 | 27,538,548 | ||||||||||||
Rajesh Subramaniam |
189,768,369 | 2,707,144 | 210,640 | 27,538,548 | ||||||||||||
V. James Vena |
191,631,615 | 672,874 | 381,664 | 27,538,548 | ||||||||||||
Paul S. Walsh |
181,880,843 | 10,175,463 | 629,847 | 27,538,548 |
Proposal 2: The compensation of FedEx’s named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
• | 177,852,782 votes for (92.3% of the voted shares) |
• | 14,189,956 votes against (7.4% of the voted shares) |
• | 643,415 abstentions (0.3% of the voted shares) |
• | 27,538,548 broker non-votes |
Proposal 3: The Audit and Finance Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the fiscal year ending May 31, 2023 was ratified by stockholders. The tabulation of votes on this matter was as follows:
• | 214,607,249 votes for (97.4% of the voted shares) |
• | 5,422,236 votes against (2.5% of the voted shares) |
• | 195,216 abstentions (0.1% of the voted shares) |
• | There were no broker non-votes for this item. |
Proposal 4: An amendment to the Plan to authorize an additional 5,000,000 shares for issuance under the Plan, none of which are issuable as full-value awards, was approved by stockholders. The tabulation of votes on this matter was as follows:
• | 176,769,437 votes for (91.7% of the voted shares) |
• | 15,613,438 votes against (8.1% of the voted shares) |
• | 303,278 abstentions (0.2% of the voted shares) |
• | 27,538,548 broker non-votes |
Proposal 5: A stockholder proposal requesting adoption of a policy that two separate people hold the office of Chairman of the Board and the office of Chief Executive Officer was not approved by stockholders. The tabulation of votes on this matter was as follows:
• | 72,320,014 votes for (37.5% of the voted shares) |
• | 119,906,539 votes against (62.2% of the voted shares) |
• | 459,600 abstentions (0.2% of the voted shares) |
• | 27,538,548 broker non-votes |
Proposal 6: A stockholder proposal requesting that FedEx publish an annual report regarding incongruencies between political and electioneering expenditures and company values was not approved by stockholders. The tabulation of votes on this matter was as follows:
• | 69,348,821 votes for (36.0% of the voted shares) |
• | 122,702,767 votes against (63.7% of the voted shares) |
• | 634,565 abstentions (0.3% of the voted shares) |
• | 27,538,548 broker non-votes |
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Proposal 7: A stockholder proposal requesting that FedEx provide a report, updated annually, disclosing information about the corporation’s lobbying activities and expenditures was not approved by stockholders. The tabulation of votes on this matter was as follows:
• | 66,723,086 votes for (34.6% of the voted shares) |
• | 125,379,776 votes against (65.1% of the voted shares) |
• | 583,291 abstentions (0.3% of the voted shares) |
• | 27,538,548 broker non-votes |
Proposal 8: A stockholder proposal requesting that the Board of Directors oversee an independent third-party audit analyzing whether written policies or unwritten norms at FedEx reinforce racism in company culture and to report to stockholders on any planned remedies was not approved by stockholders. The tabulation of votes on this matter was as follows:
• | 23,232,576 votes for (12.1% of the voted shares) |
• | 167,955,933 votes against (87.2% of the voted shares) |
• | 1,497,644 abstentions (0.7% of the voted shares) |
• | 27,538,548 broker non-votes |
SECTION 8. OTHER EVENTS.
Item 8.01. | Other Events. |
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx Corporation’s updated compensation arrangements with outside directors.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
99.1 | Compensation Arrangements with Outside Directors. | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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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: September 21, 2022 | By: | /s/ Mark R. Allen | ||||
Mark R. Allen | ||||||
Executive Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Compensation Arrangements with Outside Directors. | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
E-1