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, 2026
FedEx Corporation
(Exact name of registrant as specified in its charter)
Commission File Number 1-15829
| Delaware (State or other jurisdiction of incorporation) |
62-1721435 (IRS
Employer |
942 South Shady Grove Road,
Memphis,
Tennessee
|
38120 (ZIP Code) |
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:
| ¨ | 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 | ||
| Common Stock, par value $0.10 per share | FDX | New York Stock Exchange | ||
| 1.625% Notes due 2027 | FDX 27 | New York Stock Exchange | ||
| 0.450% Notes due 2029 | FDX 29A | New York Stock Exchange | ||
| 0.450% Notes due 2029 | FDX 29B | New York Stock Exchange | ||
| 4.000% Notes due 3030 | FDX 30A | New York Stock Exchange | ||
| 1.300% Notes due 2031 | FDX 31B | New York Stock Exchange | ||
| 3.500% Notes due 2032 | FDX 32 | New York Stock Exchange | ||
| 0.950% Notes due 2033 | FDX 33 | New York Stock Exchange | ||
| 0.950% Notes due 2033 | FDX 33A | New York Stock Exchange | ||
| 4.625% Notes due 2034 | FDX 34A | New York Stock Exchange | ||
| 4.125% Notes due 2037 | FDX 37 | New York Stock Exchange |
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 28, 2026. |
| (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 on April 26, 2027 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 | ||||||
| Mark A. Edmunds | 184,768,952 | 1,374,502 | 177,476 | 20,515,766 | ||||||
| Marvin R. Ellison | 177,814,715 | 8,343,394 | 162,821 | 20,515,766 | ||||||
| Susan Patricia Griffith | 173,753,745 | 12,397,973 | 169,212 | 20,515,766 | ||||||
| R. Brad Martin | 180,574,798 | 5,570,074 | 176,058 | 20,515,766 | ||||||
| Nancy A. Norton | 185,919,066 | 221,798 | 180,066 | 20,515,766 | ||||||
| Frederick P. Perpall | 182,391,435 | 3,619,673 | 309,822 | 20,515,766 | ||||||
| Joshua Cooper Ramo | 179,223,977 | 6,922,425 | 174,528 | 20,515,766 | ||||||
| Susan C. Schwab | 178,192,942 | 7,958,067 | 169,921 | 20,515,766 | ||||||
| Richard W. Smith | 176,025,528 | 10,127,974 | 167,428 | 20,515,766 | ||||||
| Rajesh Subramaniam | 184,726,526 | 1,417,606 | 176,798 | 20,515,766 | ||||||
| Paul S. Walsh | 173,605,133 | 12,552,036 | 163,761 | 20,515,766 |
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:
| · | 168,894,051 votes for (90.6% of the voted shares) |
| · | 16,659,998 votes against (8.9% of the voted shares) |
| · | 766,881 abstentions (0.4% of the voted shares) |
| · | 20,515,766 broker non-votes |
Proposal 3: The Audit and Finance Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the transition period from June 1, 2026 through December 31, 2026 was ratified by stockholders. The tabulation of votes on this matter was as follows:
| · | 195,099,819 votes for (94.3% of the voted shares) |
| · | 11,573,499 votes against (5.6% of the voted shares) |
| · | 163,378 abstentions (0.1% of the voted shares) |
| · | There were no broker non-votes for this item. |
Proposal 4: A stockholder proposal regarding an independent board chair was not approved by stockholders. The tabulation of votes on this matter was as follows:
| · | 72,957,240 votes for (39.2% of the voted shares) |
| · | 112,362,887 votes against (60.3% of the voted shares) |
| · | 1,000,803 abstentions (0.5% of the voted shares) |
| · | 20,515,766 broker non-votes |
Proposal 5: A stockholder proposal regarding a lower threshold to call a special meeting was not approved by stockholders. The tabulation of votes on this matter was as follows:
| · | 27,824,490 votes for (14.9% of the voted shares) |
| · | 157,791,908 votes against (84.7% of the voted shares) |
| · | 704,532 abstentions (0.4% of the voted shares) |
| · | 20,515,766 broker non-votes |
Proposal 6: A stockholder proposal regarding a report on risks related to distributing abortion drugs was not approved by stockholders. The tabulation of votes on this matter was as follows:
| · | 2,067,079 votes for (1.1% of the voted shares) |
| · | 179,575,057 votes against (96.4% of the voted shares) |
| · | 4,678,794 abstentions (2.5% of the voted shares) |
| · | 20,515,766 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’s updated compensation arrangements with outside directors.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | 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). |
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 29, 2026 | By: | /s/ Gina F. Adams |
| Gina F. Adams | ||
| Executive Vice President, General Counsel and Secretary | ||