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): December 13, 2021

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.

(d) Election of New Director: On December 13, 2021, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) elected Fred Perpall as a director, effective immediately. The Board also appointed Mr. Perpall as a member of its Audit and Nominating & Governance Committees. A copy of FedEx’s press release announcing Mr. Perpall’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Mr. Perpall was elected for a term expiring at the annual meeting of stockholders in 2022, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Perpall, the size of the Board of Directors is now 12 members.

The Board of Directors has determined that Mr. Perpall is independent and meets the applicable independence requirements of the New York Stock Exchange and the Board’s more stringent standards for determining director independence. There have been no transactions since the beginning of FedEx’s last fiscal year, and there are no currently proposed transactions, in which FedEx was or is to be a participant and in which Mr. Perpall or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

The selection of Mr. Perpall was not pursuant to any arrangement or understanding between him and any other person.

Mr. Perpall will be compensated in accordance with the previously disclosed compensation program for FedEx’s non-management (outside) directors. Accordingly, he received a stock option for 1,992 shares of FedEx common stock and a prorated annual retainer payment upon his election to the Board.

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.

EXHIBIT INDEX