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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
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
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area code: (
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)) |
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 28, 2026. |
| (b) | The stockholders took the following actions at the annual meeting: |
Proposal 1: The stockholders elected eleven directors, each of whom will hold office until the annual meeting of stockholders to be held on April 26, 2027 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 |
||||||
| Mark A. Edmunds | 184,768,952 | 1,374,502 | 177,476 | 20,515,766 | ||||||
| Marvin R. Ellison | 177,814,715 | 8,343,394 | 162,821 | 20,515,766 | ||||||
| Susan Patricia Griffith | 173,753,745 | 12,397,973 | 169,212 | 20,515,766 | ||||||
| R. Brad Martin | 180,574,798 | 5,570,074 | 176,058 | 20,515,766 | ||||||
| Nancy A. Norton | 185,919,066 | 221,798 | 180,066 | 20,515,766 | ||||||
| Frederick P. Perpall | 182,391,435 | 3,619,673 | 309,822 | 20,515,766 | ||||||
| Joshua Cooper Ramo | 179,223,977 | 6,922,425 | 174,528 | 20,515,766 | ||||||
| Susan C. Schwab | 178,192,942 | 7,958,067 | 169,921 | 20,515,766 | ||||||
| Richard W. Smith | 176,025,528 | 10,127,974 | 167,428 | 20,515,766 | ||||||
| Rajesh Subramaniam | 184,726,526 | 1,417,606 | 176,798 | 20,515,766 | ||||||
| Paul S. Walsh | 173,605,133 | 12,552,036 | 163,761 | 20,515,766 |
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:
| · | 168,894,051 votes for (90.6% of the voted shares) |
| · | 16,659,998 votes against (8.9% of the voted shares) |
| · | 766,881 abstentions (0.4% of the voted shares) |
| · | 20,515,766 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 transition period from June 1, 2026 through December 31, 2026 was ratified by stockholders. The tabulation of votes on this matter was as follows:
| · | 195,099,819 votes for (94.3% of the voted shares) |
| · | 11,573,499 votes against (5.6% of the voted shares) |
| · | 163,378 abstentions (0.1% of the voted shares) |
| · | There were no broker non-votes for this item. |
Proposal 4: A stockholder proposal regarding an independent board chair was not approved by stockholders. The tabulation of votes on this matter was as follows:
| · | 72,957,240 votes for (39.2% of the voted shares) |
| · | 112,362,887 votes against (60.3% of the voted shares) |
| · | 1,000,803 abstentions (0.5% of the voted shares) |
| · | 20,515,766 broker non-votes |
Proposal 5: A stockholder proposal regarding a lower threshold to call a special meeting was not approved by stockholders. The tabulation of votes on this matter was as follows:
| · | 27,824,490 votes for (14.9% of the voted shares) |
| · | 157,791,908 votes against (84.7% of the voted shares) |
| · | 704,532 abstentions (0.4% of the voted shares) |
| · | 20,515,766 broker non-votes |
Proposal 6: A stockholder proposal regarding a report on risks related to distributing abortion drugs was not approved by stockholders. The tabulation of votes on this matter was as follows:
| · | 2,067,079 votes for (1.1% of the voted shares) |
| · | 179,575,057 votes against (96.4% of the voted shares) |
| · | 4,678,794 abstentions (2.5% of the voted shares) |
| · | 20,515,766 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’s updated compensation arrangements with outside directors.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | 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). |
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 29, 2026 | By: | /s/ Gina F. Adams |
| Gina F. Adams | ||
| Executive Vice President, General Counsel and Secretary | ||
Exhibit 99.1
Compensation Arrangements with Outside Directors
In September 2026, the Board of Directors and its Compensation and Human Resources Committee conducted their annual review of non-management (outside) director compensation. The Board approved no change to the annual retainer, the committee chair fees, or Lead Independent Director fees. The Board approved a $20,000 increase to the annual equity grant.
The annual outside directors’ compensation program is as follows:
| Annual Retainer | $ | 140,000 | ||
| Annual Equity Award (RSUs) | $ | 215,000 | ||
| Additional Retainers Based on Role | ||||
| · Lead Independent Director | $ | 50,000 | ||
| · Chair, Audit and Finance Committee | $ | 30,000 | ||
| · Chair, Compensation and Human Resources Committee | $ | 25,000 | ||
| · Chair, Cyber and Technology Oversight Committee | $ | 25,000 | ||
| · Chair, Governance, Safety and Public Policy Committee | $ | 25,000 |
Outside directors may elect to receive their annual retainer in all cash, all shares of FedEx common stock, or 50% in cash and 50% in shares of FedEx common stock. The RSUs will vest and be issued to the outside director on the date of the next annual stockholders’ meeting of the Company following the grant date and will accrue dividend equivalent rights, which will be reinvested in additional RSUs.
For the transition period from June 1, 2026 through December 31, 2026 resulting from the Company’s fiscal year change, the annual retainer, the annual equity grant, and Lead Independent Director/committee chair fees will be prorated (the “TY Annual Retainer,” “TY Equity Grant,” and “TY LID/Chair Fees,” respectively). Any outside director who is elected to the Board after the 2026 annual meeting will receive the applicable pro rata portion of the TY Annual Retainer, TY Equity Grant, and TY LID/Chair Fees in connection with his or her election.
The Compensation and Human Resources Committee annually reviews director compensation, including, among other things, comparing FedEx’s director compensation practices with those of other companies. In 2026, two data sets were used for comparison: (1) a group of twenty-one companies ranked closely to FedEx on the Fortune 100 list across a range of industries (which are listed on Appendix A attached hereto) and (2) all publicly traded companies in the Fortune 100 (excluding FedEx). Before making a recommendation regarding director compensation to the Board, the Compensation and Human Resources Committee considers that the directors’ independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.
Appendix A
Albertsons Companies, Inc.
Archer-Daniels-Midland Company
Caterpillar Inc.
Deere & Company
Delta Air Lines, Inc.
HCA Healthcare, Inc.
International Business Machines Corporation
Johnson & Johnson
Lockheed Martin Corporation
Lowe’s Companies, Inc.
Merck & Co, Inc.
MetLife, Inc.
PepsiCo, Inc.
Pfizer Inc.
RTX Corporation
Sysco Corporation
Target Corporation
The Boeing Company
The Procter & Gamble Company
The Walt Disney Company
United Parcel Service, Inc.