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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission File Number
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code:
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
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.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) FedEx’s annual meeting of stockholders was held on September 27, 2021.
(b) The stockholders took the following actions at the annual meeting:
Proposal 1: The stockholders elected eleven directors, each of whom will hold office until the annual meeting of stockholders to be held in 2022 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 |
||||||||||||
| Frederick W. Smith |
191,285,822 | 7,712,173 | 1,127,762 | 26,296,105 | ||||||||||||
| Marvin R. Ellison |
196,979,135 | 2,886,983 | 259,639 | 26,296,105 | ||||||||||||
| Susan Patricia Griffith |
195,380,099 | 4,398,409 | 347,249 | 26,296,105 | ||||||||||||
| Kimberly A. Jabal |
197,827,216 | 1,944,476 | 354,065 | 26,296,105 | ||||||||||||
| Shirley Ann Jackson |
190,759,408 | 9,141,167 | 225,182 | 26,296,105 | ||||||||||||
| R. Brad Martin |
196,355,457 | 3,504,648 | 265,652 | 26,296,105 | ||||||||||||
| Joshua Cooper Ramo |
196,963,850 | 2,760,307 | 401,600 | 26,296,105 | ||||||||||||
| Susan C. Schwab |
192,596,004 | 7,261,409 | 268,344 | 26,296,105 | ||||||||||||
| David P. Steiner |
191,717,519 | 7,903,729 | 504,509 | 26,296,105 | ||||||||||||
| Rajesh Subramaniam |
195,678,321 | 4,190,051 | 257,385 | 26,296,105 | ||||||||||||
| Paul S. Walsh |
188,055,794 | 11,757,342 | 312,621 | 26,296,105 | ||||||||||||
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:
| • | 152,798,594 votes for (76.4% of the voted shares) |
| • | 46,523,426 votes against (23.2% of the voted shares) |
| • | 803,737 abstentions (0.4% of the voted shares) |
| • | 26,296,105 broker non-votes |
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, 2022 was ratified by stockholders. The tabulation of votes on this matter was as follows:
| • | 223,590,548 votes for (98.7% of the voted shares) |
| • | 2,618,679 votes against (1.2% of the voted shares) |
| • | 212,635 abstentions (0.1% of the voted shares) |
| • | There were no broker non-votes for this item. |
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Proposal 4: A stockholder proposal requesting adoption of a policy that the Chairman of the Board be an independent director was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 78,835,034 votes for (39.4% of the voted shares) |
| • | 120,851,616 votes against (60.4% of the voted shares) |
| • | 439,107 abstentions (0.2% of the voted shares) |
| • | 26,296,105 broker non-votes |
Proposal 5: A stockholder proposal requesting the Nominating & Governance Committee issue an annual report to stockholders on the alignment between corporate values and electioneering contributions was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 74,482,693 votes for (37.2% of the voted shares) |
| • | 118,498,647 votes against (59.2% of the voted shares) |
| • | 7,144,417 abstentions (3.6% of the voted shares) |
| • | 26,296,105 broker non-votes |
Proposal 6: A stockholder proposal requesting that FedEx provide a report, updated annually, disclosing information about the corporation’s lobbying activities and expenditures was approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 124,492,664 votes for (62.2% of the voted shares) |
| • | 74,934,186 votes against (37.4% of the voted shares) |
| • | 698,907 abstentions (0.3% of the voted shares) |
| • | 26,296,105 broker non-votes |
Proposal 7: A stockholder proposal requesting that the Board of Directors prepare within one year a report to stockholders on whether written policies or unwritten norms at the company reinforce racism in FedEx’s corporate culture was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 37,077,002 votes for (18.5% of the voted shares) |
| • | 161,867,696 votes against (80.9% of the voted shares) |
| • | 1,181,059 abstentions (0.6% of the voted shares) |
| • | 26,296,105 broker non-votes |
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Proposal 8: A stockholder proposal requesting that the Board of Directors seek stockholder approval for any new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary and target short-term bonus was approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 116,920,097 votes for (58.4% of the voted shares) |
| • | 82,735,992 votes against (41.3% of the voted shares) |
| • | 469,668 abstentions (0.2% of the voted shares) |
| • | 26,296,105 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 Corporation’s updated compensation arrangements with outside directors.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 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). | |
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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 28, 2021 | By: | /s/ Mark R. Allen | ||||
| Mark R. Allen | ||||||
| Executive Vice President, | ||||||
| General Counsel and Secretary | ||||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 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). | |
E-1
