SEC Form 8-K filed by FedEx Corporation

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 28, 2025

FedEx Corporation

(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.

FY26 AIC Plan

Due to the economic and business uncertainty present at the beginning of fiscal 2026, FedEx Corporation (“FedEx”) previously deferred establishing an annual cash incentive compensation plan for fiscal 2026. On September 29, 2025, the Board of Directors of FedEx (the “Board”), upon the recommendation of its Compensation and Human Resources Committee (the “Compensation & HR Committee”), approved an annual cash incentive compensation plan for FedEx’s executive officers (other than the executive Chairman) and Chief Accounting Officer (the “fiscal 2026 AIC Plan”). The independent members of the Board approved the fiscal 2026 AIC Plan with respect to the participating management directors.

In order to continue motivating management to improve FedEx’s overall financial performance while maximizing service levels, the fiscal 2026 AIC Plan includes three performance metrics: (1) adjusted consolidated operating income, weighted at 50% of the total payout opportunity; (2) incremental structural cost reduction benefits from DRIVE and Network 2.0, weighted at 25% of the total payout opportunity; and (3) on-time service performance, weighted at 25% of the total payout opportunity.

The threshold, target, and maximum objectives under the adjusted consolidated operating income component of the fiscal 2026 AIC Plan are specified levels of fiscal 2026 adjusted consolidated operating income. Actual adjusted consolidated operating income performance that exceeds the target objective under the fiscal 2026 AIC Plan will result in an above-target payout opportunity for that metric, up to the maximum payout amount of 150% of the target amount for that metric. The threshold and target objectives under the structural cost reduction and on-time service performance components of the fiscal 2026 AIC Plan are specified levels of fiscal 2026 incremental structural cost reduction benefits from DRIVE and Network 2.0 and on-time service performance, respectively. Actual incremental structural cost reduction benefits or on-time service performance that meets or exceeds the target objective under the respective component of the fiscal 2026 AIC Plan will result in the maximum payout amount of 100% of the target amount for the metric.

The aggregate maximum payout opportunity under the fiscal 2026 AIC Plan for each participating executive officer is 125% of the target amount. The target payouts for FedEx’s named executive officers eligible to receive payouts under the fiscal 2026 AIC Plan, as a percentage of their respective base salary actually paid during fiscal 2026, are as follows:

Performance Stock Unit Awards

On September 28, 2025, the Compensation & HR Committee approved the one-time grant of performance stock units (“PSUs”) to FedEx’s executive officers other than the executive Chairman to be settled in shares of FedEx common stock. On September 29, 2025, the independent members of the Board approved the PSU grants to the management directors that received the awards. The PSUs will conditionally vest on December 31, 2028 subject to the achievement of the performance metric discussed below and accrue dividend equivalent rights that are reinvested in additional PSUs. If the PSU recipient’s service as an employee of FedEx terminates prior to the end of fiscal 2028 for any reason, all PSUs will be immediately forfeited and cancelled. The payout for the PSUs will be determined based on the number of basis points by which fiscal 2028 adjusted consolidated operating margin (excluding the FedEx Freight segment, if applicable) exceeds fiscal 2025 adjusted consolidated operating margin (excluding the FedEx Freight segment), as follows:

The target value of the PSUs awarded to FedEx’s named executive officers that received PSU awards are as follows:

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Form of Performance Stock Unit Agreement, which will be filed as an exhibit to FedEx’s second quarter fiscal 2026 Quarterly Report on Form 10-Q.

Amendment to 2019 Stock Incentive Plan

At the annual meeting of FedEx stockholders held on September 29, 2025, FedEx’s stockholders, upon the recommendation of the Board, approved an amendment to the FedEx Corporation 2019 Omnibus Stock Incentive Plan (as amended, the “Stock Incentive Plan”) to authorize an additional 2,100,000 shares for issuance under the Stock Incentive Plan, 2,000,000 of which may be issuable as full-value awards.

A summary of the Stock Incentive Plan was included as part of Proposal 4 in FedEx’s definitive proxy statement filed with the Securities and Exchange Commission on August 18, 2025. The summary of the Stock Incentive Plan contained in the proxy statement is qualified by and subject to the full text of the Stock Incentive Plan, which was included as Appendix D to the proxy statement and is incorporated herein by reference.

Proposal 1: The stockholders elected thirteen directors, each of whom will hold office until the annual meeting of stockholders to be held in 2026 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 and Finance Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the fiscal year ending May 31, 2026 was ratified by stockholders. The tabulation of votes on this matter was as follows:

Proposal 4: An amendment to the Stock Incentive Plan to authorize an additional 2,100,000 shares for issuance under the Stock Incentive Plan, 2,000,000 of which may be issuable as full-value awards, was approved by stockholders. The tabulation of votes on this matter was as follows:

Proposal 5: A stockholder proposal regarding an independent board chairman 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’s updated compensation arrangements with outside directors.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

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.