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 23, 2024

FedEx Corporation

(Exact name of registrant as specified in its charter)

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.

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.

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:

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, 2025 was ratified by stockholders. The tabulation of votes on this matter was as follows:

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:

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:

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:

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:

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:

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.