UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | FedEx’s annual meeting of stockholders was held on September 21, 2023. |
| (b) | The stockholders took the following actions at the annual meeting: |
Proposal 1: The stockholders elected thirteen directors, each of whom will hold office until the annual meeting of stockholders to be held in 2024 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 |
182,784,553 | 8,054,735 | 208,166 | 26,632,007 | ||||||||||
| Stephen E. Gorman |
186,429,213 | 4,327,658 | 290,583 | 26,632,007 | ||||||||||
| Susan Patricia Griffith |
185,831,327 | 5,041,661 | 174,466 | 26,632,007 | ||||||||||
| Amy B. Lane |
187,189,655 | 3,573,484 | 284,315 | 26,632,007 | ||||||||||
| R. Brad Martin |
180,819,409 | 10,046,767 | 181,278 | 26,632,007 | ||||||||||
| Nancy A. Norton |
187,558,861 | 3,211,341 | 277,252 | 26,632,007 | ||||||||||
| Frederick P. Perpall |
185,689,321 | 5,041,564 | 316,569 | 26,632,007 | ||||||||||
| Joshua Cooper Ramo |
182,607,258 | 8,264,089 | 176,107 | 26,632,007 | ||||||||||
| Susan C. Schwab |
181,700,130 | 9,173,158 | 174,166 | 26,632,007 | ||||||||||
| Frederick W. Smith |
179,586,974 | 11,308,133 | 152,347 | 26,632,007 | ||||||||||
| David P. Steiner |
176,679,180 | 14,193,911 | 174,363 | 26,632,007 | ||||||||||
| Rajesh Subramaniam |
185,578,973 | 5,244,062 | 224,419 | 26,632,007 | ||||||||||
| Paul S. Walsh |
177,928,780 | 12,942,620 | 176,054 | 26,632,007 | ||||||||||
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:
| • | 171,439,767 votes for (89.7% of the voted shares) |
| • | 19,226,240 votes against (10.1% of the voted shares) |
| • | 381,447 abstentions (0.2% of the voted shares) |
| • | 26,632,007 broker non-votes |
Proposal 3: An annual advisory vote on executive compensation was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
| • | 187,769,772 votes for every year (98.3% of the voted shares) |
| • | 265,332 votes for every two years (0.1% of the voted shares) |
| • | 2,814,875 votes for every three years (1.5% of the voted shares) |
| • | 197,475 abstentions (0.1% of the voted shares) |
| • | 26,632,007 broker non-votes |
Proposal 4: 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, 2024 was ratified by stockholders. The tabulation of votes on this matter was as follows:
| • | 206,232,840 votes for (94.7% of the voted shares) |
| • | 11,246,231 votes against (5.2% of the voted shares) |
| • | 200,390 abstentions (0.1% of the voted shares) |
| • | There were no broker non-votes for this item. |
Proposal 5: A stockholder proposal requesting amendment to clawback policy for unearned pay for each Section 16 officer was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 50,287,279 votes for (26.3% of the voted shares) |
| • | 139,919,153 votes against (73.2% of the voted shares) |
| • | 841,022 abstentions (0.5% of the voted shares) |
| • | 26,632,007 broker non-votes |
Proposal 6: A stockholder proposal requesting a “Just Transition” report was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 56,762,786 votes for (29.7% of the voted shares) |
| • | 130,948,562 votes against (68.5% of the voted shares) |
| • | 3,336,106 abstentions (1.8% of the voted shares) |
| • | 26,632,007 broker non-votes |
Proposal 7: A stockholder proposal requesting paid sick leave disclosure was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 20,114,622 votes for (10.5% of the voted shares) |
| • | 169,437,767 votes against (88.7% of the voted shares) |
| • | 1,495,065 abstentions (0.8% of the voted shares) |
| • | 26,632,007 broker non-votes |
Proposal 8: A stockholder proposal requesting a report on assessing systemic climate risk from retirement plan options was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 14,418,583 votes for (7.6% of the voted shares) |
| • | 167,593,628 votes against (87.7% of the voted shares) |
| • | 9,035,243 abstentions (4.7% of the voted shares) |
| • | 26,632,007 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 (“FedEx”) updated compensation arrangements with outside directors. Attached as Exhibit 10.1 and incorporated herein by reference is a form of restricted stock unit agreement for non-management members of FedEx’s Board of Directors pursuant to the FedEx 2019 Omnibus Stock Incentive Plan, as amended.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 10.1 | Form of Restricted Stock Unit Agreement for Non-Management Directors pursuant to the 2019 Omnibus Stock Incentive Plan. | |
| 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). | |
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 22, 2023 | By: | /s/ Mark R. Allen | ||||
| Mark R. Allen | ||||||
| Executive Vice President, | ||||||
| General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Form of Restricted Stock Unit Agreement for Non-Management Directors pursuant to the 2019 Omnibus Stock Incentive Plan. | |
| 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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