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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): September 21, 2020

 

 

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)

 

(IRS 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, par value $0.10 per share   FDX   New York Stock Exchange
0.700% Notes due 2022   FDX 22B   New York Stock Exchange
1.000% Notes due 2023   FDX 23A   New York Stock Exchange
0.450% Notes due 2025   FDX 25A   New York Stock Exchange
1.625% Notes due 2027   FDX 27   New York Stock Exchange
1.300% Notes due 2031   FDX 31   New York Stock Exchange

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, 2020.

(b)    The stockholders took the following actions at the annual meeting:

Proposal 1: The stockholders elected twelve directors, each of whom will hold office until the annual meeting of stockholders to be held in 2021 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
 

Frederick W. Smith

     197,454,449        5,498,433        938,717        27,334,917  

Marvin R. Ellison

     201,521,613        2,147,324        222,662        27,334,917  

Susan Patricia Griffith

     200,995,302        2,687,890        208,407        27,334,917  

John C. (“Chris”) Inglis

     203,015,137        651,611        224,851        27,334,917  

Kimberly A. Jabal

     201,755,171        1,928,116        208,312        27,334,917  

Shirley Ann Jackson

     196,637,088        7,043,881        210,630        27,334,917  

R. Brad Martin

     201,530,450        2,143,551        217,598        27,334,917  

Joshua Cooper Ramo

     201,733,455        1,935,224        222,920        27,334,917  

Susan C. Schwab

     196,933,142        6,749,151        209,306        27,334,917  

David P. Steiner

     200,449,725        3,220,146        221,728        27,334,917  

Rajesh Subramaniam

     200,372,182        3,320,161        199,256        27,334,917  

Paul S. Walsh

     189,539,979        14,117,588        234,032        27,334,917  

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:

 

   

186,759,910 votes for (91.6% of the voted shares)

 

   

16,475,757 votes against (8.1% of the voted shares)

 

   

655,932 abstentions (0.3% of the voted shares)

 

   

27,334,917 broker non-votes

Proposal 3: The Audit Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the fiscal year ending May 31, 2021 was ratified by stockholders. The tabulation of votes on this matter was as follows:

 

   

227,582,154 votes for (98.4% of the voted shares)

 

   

3,413,097 votes against (1.5% of the voted shares)

 

   

231,265 abstentions (0.1% of the voted shares)

 

   

There were no broker non-votes for this item.

 

1


Proposal 4: 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:

 

   

58,529,766 votes for (28.7% of the voted shares)

 

   

144,545,183 votes against (70.9% of the voted shares)

 

   

816,650 abstentions (0.4% of the voted shares)

 

   

27,334,917 broker non-votes

Proposal 5: A stockholder proposal requesting that FedEx provide a report, updated semiannually, disclosing information about the corporation’s political contributions was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

   

56,811,748 votes for (27.9% of the voted shares)

 

   

146,279,194 votes against (71.7% of the voted shares)

 

   

800,657 abstentions (0.4% of the voted shares)

 

   

27,334,917 broker non-votes

Proposal 6: A stockholder proposal requesting that the Board of Directors provide a report assessing opportunities for FedEx to encourage or facilitate non-management employee representation on the Board was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

   

7,619,228 votes for (3.7% of the voted shares)

 

   

195,019,764 votes against (95.6% of the voted shares)

 

   

1,252,607 abstentions (0.6% of the voted shares)

 

   

27,334,917 broker non-votes

Proposal 7: A stockholder proposal requesting that the Board of Directors undertake such steps as may be necessary to permit FedEx stockholders to take action by written consent in lieu of a meeting was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

   

81,330,992 votes for (39.9% of the voted shares)

 

   

121,717,596 votes against (59.7% of the voted shares)

 

   

843,011 abstentions (0.4% of the voted shares)

 

   

27,334,917 broker non-votes

 

2


Proposal 8: A stockholder proposal requesting that the Board of Directors provide a report describing the Board’s plans to integrate ESG metrics into the performance measures of named executive officers under FedEx’s executive compensation plans was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

   

19,312,822 votes for (9.5% of the voted shares)

 

   

181,335,688 votes against (88.9% of the voted shares)

 

   

3,243,089 abstentions (1.6% of the voted shares)

 

   

27,334,917 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
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).

 

3


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, 2020

    By:  

/s/ Mark R. Allen

      Mark R. Allen
      Executive Vice President,
      General Counsel and Secretary

 

4


EXHIBIT INDEX

 

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).

 

E-1

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