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. |
Election of New Director
On December 22, 2023, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx” or the “Company”) elected Silvia Davila as a director, effective immediately. The Board also appointed Ms. Davila as a member of its Compensation and Human Resources and Cyber and Technology Oversight Committees. A copy of FedEx’s press release announcing Ms. Davila’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Ms. Davila was elected for a term expiring at the FedEx annual meeting of stockholders in 2024, at which time her continued Board service will be subject to renomination and stockholder approval. With the election of Ms. Davila, the size of the Board is now 14 members.
The Board has determined that Ms. Davila 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 Ms. Davila 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 Ms. Davila was not pursuant to any arrangement or understanding between her and any other person.
Ms. Davila will be compensated in accordance with the previously disclosed compensation program for FedEx’s non-management (outside) directors. Accordingly, she received restricted stock units having a prorated target value of $146,250 and a prorated annual retainer payment of $105,000 upon her 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 December 22, 2023. | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
1
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: December 22, 2023 | By: | /s/ Mark R. Allen | ||||
Name: | Mark R. Allen | |||||
Title: | Executive Vice President, General Counsel and Secretary |