UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 23, 2024, at the annual meeting of stockholders of FedEx Corporation (“FedEx”), FedEx’s stockholders approved and adopted an amendment to FedEx’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for the exculpation from personal liability of certain officers to the extent permitted under Delaware law (the “Amendment”). The Amendment had previously been approved, subject to stockholder approval, by FedEx’s Board of Directors. On September 24, 2024, FedEx filed a certificate of amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State to effect the Amendment, which became effective immediately upon its filing.
A description of the Amendment is set forth in FedEx’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 12, 2024 under “Charter Amendments - Proposal 4 - Approval of an Amendment to the Third Amended and Restated Certificate of Incorporation of FedEx Corporation to Limit Liability of Certain Officers as Permitted by Law,” which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is 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 23, 2024. |
| (b) | The stockholders took the following actions at the annual meeting: |
Proposal 1: The stockholders elected fourteen directors, each of whom will hold office until the annual meeting of stockholders to be held in 2025 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 | ||||||||||
Silvia Davila |
190,832,952 | 1,593,698 | 171,271 | 23,173,907 | ||||||||||
Marvin R. Ellison |
189,736,126 | 2,691,534 | 170,261 | 23,173,907 | ||||||||||
Stephen E. Gorman |
189,662,264 | 2,775,115 | 160,542 | 23,173,907 | ||||||||||
Susan Patricia Griffith |
188,912,231 | 3,522,781 | 162,909 | 23,173,907 | ||||||||||
Amy B. Lane |
190,521,784 | 1,911,128 | 165,009 | 23,173,907 | ||||||||||
R. Brad Martin |
186,421,851 | 6,022,508 | 153,562 | 23,173,907 | ||||||||||
Nancy A. Norton |
191,660,548 | 768,037 | 169,336 | 23,173,907 | ||||||||||
Frederick P. Perpall |
189,793,489 | 2,640,150 | 164,282 | 23,173,907 | ||||||||||
Joshua Cooper Ramo |
187,376,841 | 5,062,360 | 158,720 | 23,173,907 | ||||||||||
Susan C. Schwab |
187,741,446 | 4,694,932 | 161,543 | 23,173,907 | ||||||||||
Frederick W. Smith |
187,660,325 | 4,589,611 | 347,985 | 23,173,907 | ||||||||||
David P. Steiner |
183,125,263 | 9,328,782 | 143,876 | 23,173,907 | ||||||||||
Rajesh Subramaniam |
190,247,553 | 2,195,231 | 155,137 | 23,173,907 | ||||||||||
Paul S. Walsh |
183,174,487 | 9,272,226 | 151,208 | 23,173,907 | ||||||||||
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:
| • | 174,470,045 votes for (90.6% of the voted shares) |
| • | 17,658,415 votes against (9.2% of the voted shares) |
| • | 469,461 abstentions (0.2% of the voted shares) |
| • | 23,173,907 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, 2025 was ratified by stockholders. The tabulation of votes on this matter was as follows:
| • | 207,561,794 votes for (96.2% of the voted shares) |
| • | 8,024,382 votes against (3.7% of the voted shares) |
| • | 185,652 abstentions (0.1% of the voted shares) |
| • | There were no broker non-votes for this item. |
Proposal 4: The amendment to FedEx’s Third Amended and Restated Certificate of Incorporation to limit liability of certain officers as permitted by law was approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 176,657,754 votes for (72.1% of the outstanding shares) |
| • | 15,674,111 votes against (6.4% of the outstanding shares) |
| • | 266,056 abstentions (0.1% of the outstanding shares) |
| • | 23,173,907 broker non-votes |
Proposal 5: The amendment to Federal Express Corporation’s Third Restated Certificate of Incorporation to remove the “pass-through voting” provision was approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 191,107,700 votes for (78.0% of the outstanding shares) |
| • | 1,196,239 votes against (0.5% of the outstanding shares) |
| • | 293,982 abstentions (0.1% of the outstanding shares) |
| • | 23,173,907 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:
| • | 43,030,820 votes for (22.3% of the voted shares) |
| • | 148,661,508 votes against (77.2% of the voted shares) |
| • | 905,593 abstentions (0.5% of the voted shares) |
| • | 23,173,907 broker non-votes |
Proposal 7: A stockholder proposal requesting that the Board of Directors amend FedEx’s governing documents to require non-binding stockholder approval of all Bylaw amendments adopted by the Board of Directors that do not require a stockholder vote was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 3,257,045 votes for (1.7% of the voted shares) |
| • | 188,505,627 votes against (97.9% of the voted shares) |
| • | 835,249 abstentions (0.4% of the voted shares) |
| • | 23,173,907 broker non-votes |
Proposal 8: A stockholder proposal requesting a report on alignment of FedEx’s lobbying and policy influence activities and positions with its goal to achieve carbon-neutral global operations by 2040 was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 39,188,251 votes for (20.3% of the voted shares) |
| • | 152,556,578 votes against (79.2% of the voted shares) |
| • | 853,092 abstentions (0.4% of the voted shares) |
| • | 23,173,907 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 | |
| 3.1 | Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of FedEx Corporation, effective as of September 24, 2024. | |
| 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 24, 2024 | By: | /s/ C. Edward Klank III | ||||
| C. Edward Klank III | ||||||
| Corporate Vice President - Corporate Governance, Securities, and Tax Law | ||||||