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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(Exact name of registrant as specified in its charter)
Commission File Number 1-15829
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:
Securities registered pursuant to Section 12(b) of the Act:
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.
(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:
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:
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:
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:
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:
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:
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:
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:
SECTION 8. 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.
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.
Compensation Arrangements with Outside Directors
In September 2020, the Board of Directors and its Compensation Committee conducted their annual review of non-management (outside) director compensation and approved no change in the annual retainer or committee chairperson fees.
Accordingly, outside directors continue to be paid an annual retainer of $132,000. Chairpersons of the Compensation, Nominating & Governance, and Information Technology Oversight Committees are paid an additional annual fee of $15,000. The Audit Committee chairperson is paid an additional annual fee of $25,000. In addition, each outside director who was elected at FedExs 2020 annual meeting received a stock option for 2,590 shares of FedEx common stock. Outside directors may elect to receive their annual retainer in all cash, all shares or 50% in cash and 50% in shares.
Any outside director who is elected to the Board after the 2020 annual meeting will receive the applicable pro rata portion of the annual retainer and stock option grant in connection with his or her election.
The Compensation Committee annually reviews director compensation, including, among other things, comparing FedExs director compensation practices with those of other companies with annual revenues between $25 billion and $100 billion (this years comparison group included 95 companies, which are listed on Appendix A attached hereto, and was based on proxy statement data provided by a third-party compensation data provider). Before making a recommendation regarding director compensation to the Board, the Compensation 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.
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