UNITED STATES
SECURITIES AND EXCHANGE COMMISSION​

Washington, D.C. 20549​

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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ONE INTEGRATED, INTELLIGENT
INDUSTRIAL NETWORK

The information on the 2026 Corporate Responsibility Report webpage, the Corporate Responsibility Report, or any other information on the FedEx website that we may refer to herein is not incorporated by reference into, and does not form any part of, this proxy statement. Materiality, as used in the Corporate Responsibility Report and related disclosures, is different than the definition used in the context of filings with the Securities and Exchange Commission (“SEC”). Issues deemed material for purposes of such disclosures may not be considered material for SEC reporting purposes. Any targets or goals discussed in our Corporate Responsibility Report and in this proxy statement may be aspirational, and as such, no guarantees or promises are made that these goals will be met. Furthermore, certain statistics and metrics disclosed in this proxy statement and in the Corporate Responsibility Report are estimates and may be based on assumptions that turn out to be incorrect. FedEx does not undertake or assume any obligation to update or revise such information, whether as a result of new information, future events, or otherwise.

   

2026 HIGHLIGHTS

*

Non-GAAP financial measures. Please refer to Appendix C for a reconciliation to the most directly comparable measures calculated in accordance with GAAP.

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A MESSAGE FROM OUR CHAIRMAN AND OUR LEAD INDEPENDENT DIRECTOR

 

   

NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS

Voting Proposal

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Board Recommendation

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Page Number

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1

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Elect the eleven nominees named in the proxy statement as FedEx directors for a one-year term

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FOR each director nominee

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12

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2

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Advisory vote to approve named executive officer compensation

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FOR

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45

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3

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Ratification of the appointment of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the period from June 1, 2026 through December 31, 2026

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FOR

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98

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4-6

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Act upon three stockholder proposals, if properly presented at the meeting

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AGAINST

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104

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​	LOGISTICS				​
​		​	​	Date and Time Monday, September 28, 2026, at 8:00 a.m. Central Time	​
​		​	​	Location Online via webcast at www. virtualshareholdermeeting. com/FDX2026	​
​		​	​	Who Can Vote Stockholders of record at the close of business on August 3, 2026, may vote at the meeting or any postponements or adjournments of the meeting.	​

​	HOW TO CAST YOUR VOTE If you are a registered stockholder, you can vote by any of the following methods:				​
​		​	​	Online www.proxyvote.com up until 11:59 p.m. Eastern Time on 9/27/2026. For shares held in any FedEx or subsidiary employee stock purchase plan or benefit plan, vote by 11:59 p.m. Eastern Time on 9/23/2026.	​
​		​	​	By phone 1-800-690-6903; Dial toll-free 24/7 up until 11:59 p.m. Eastern Time on 9/27/2026. For shares held in any FedEx or subsidiary employee stock purchase plan or benefit plan, vote by 11:59 p.m. Eastern Time on 9/23/2026.	​
​		​	​	Proxy card Completing, signing, and returning your proxy card	​
​		​	​	At the meeting You also may vote online during the annual meeting by following the instructions provided on the meeting website during the annual meeting. To vote at the meeting, visit www.virtualshareholdermeeting. com/FDX2026.	​

 

   

Table of Contents

   

​	Notice of Annual Meeting of Stockholders	​	​	​	​	4	​	​
​	Proxy Statement Summary	​	​	​	​	7	​	​
​	Corporate Governance Matters	​	​	​	​	12	​	​
​	Proposal 1 — Election of Directors ​	​	​	​	​	12	​	​
​	Process for Selecting Directors	​	​	​	​	12	​	​
​	Process for Training and Evaluating Directors	​	​	​	​	14	​	​
​	Nominees for Election to the Board	​	​	​	​	15	​	​
​	The Board’s Role and Responsibilities	​	​	​	​	28	​	​
​	Board Structure	​	​	​	​	34	​	​
​	Board Processes and Policies	​	​	​	​	39	​	​
​	Directors’ Compensation	​	​	​	​	41	​	​
​	Executive Compensation	​	​	​	​	45	​	​
​	Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation ​	​	​	​	​	45	​	​
​	Report of the Compensation and Human Resources Committee of the Board of Directors	​	​	​	​	46	​	​
​	Compensation Discussion and Analysis	​	​	​	​	46	​	​
​	Summary Compensation Table	​	​	​	​	70	​	​
​	Grants of Plan-Based Awards During Fiscal 2026	​	​	​	​	75	​	​

​	Outstanding Equity Awards at End of Fiscal 2026	​	​	​	​	77	​	​
​	Option Exercises and Stock Vested During Fiscal 2026	​	​	​	​	81	​	​
​	Fiscal 2026 Pension Benefits	​	​	​	​	82	​	​
​	Potential Payments Upon Termination or Change of Control	​	​	​	​	86	​	​
​	Pay Versus Performance	​	​	​	​	91	​	​
​	CEO Pay Ratio	​	​	​	​	96	​	​
​	Equity Compensation Plans	​	​	​	​	97	​	​
​	Equity Compensation Plans Approved by Stockholders	​	​	​	​	97	​	​
​	Equity Compensation Plans Not Approved by Stockholders	​	​	​	​	97	​	​
​	Summary Table	​	​	​	​	97	​	​
​	AUDIT MATTERS	​	​	​	​	98	​	​
​	Proposal 3 — Ratification of the Appointment of the Independent Registered Public Accounting Firm ​	​	​	​	​	98	​	​
​	Appointment of Independent Registered Public Accounting Firm	​	​	​	​	98	​	​
​	Policies Regarding Independent Auditor	​	​	​	​	98	​	​
​	Report of the Audit and Finance Committee of the Board of Directors	​	​	​	​	99	​	​
​	Audit and Non-Audit Fees	​	​	​	​	101	​	​

​	Stock Ownership	​	​	​	​	102	​	​
​	Directors and Executive Officers	​	​	​	​	102	​	​
​	Significant Stockholders	​	​	​	​	103	​	​
​	Stockholder Proposals	​	​	​	​	104	​	​
​	Information About the Annual Meeting	​	​	​	​	114	​	​
​	Virtual Meeting Information	​	​	​	​	119	​	​
​	Additional Information	​	​	​	​	120	​	​
​	General Information	​	​	​	​	120	​	​
​	Proxy Solicitation	​	​	​	​	120	​	​
​	Householding	​	​	​	​	120	​	​
​	Stockholder Proposals and Director Nominations for 2027 Annual Meeting	​	​	​	​	121	​	​
​	Stockholder Proposals for 2027 Annual Meeting	​	​	​	​	121	​	​
​	Proxy Access Director Nominations	​	​	​	​	121	​	​
​	Additional Information	​	​	​	​	121	​	​
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​	Appendix A – Companies in Director Compensation Comparison Survey Group	​	​	​	​	A-1	​	​
​	Appendix B – Companies in Executive Compensation Comparison Survey Group	​	​	​	​	B-1	​	​
​	Appendix C – Reconciliations of Non-GAAP Financial Measures	​	​	​	​	C-1	​	​
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Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find additional information in this proxy statement.

 

Proxy Statement Summary – Director Nominee Highlights​

Director Nominee Highlights*

Tenure, Age, Gender, and Background

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Statistics assume all director nominees are elected at the annual meeting.

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**

As of August 17, 2026

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Director Nominee Experience, Qualifications, Attributes, and Skills

The Board believes that it is desirable that the following experience, qualifications, attributes, and skills be possessed by one or more of FedEx’s Board members because of their particular relevance to the company’s business and structure, and these were all considered by the Board in connection with this year’s director nomination process:

 

Proxy Statement Summary – Corporate Governance Highlights

You can find detailed information about our corporate governance policies and practices in the Corporate Governance Matters section of this proxy statement. You can also access our corporate governance documents under the Governance heading on the Investor Relations page of our website at investors.fedex.com. Information contained on our website is not deemed to be incorporated by reference as part of this proxy statement.

 

Proxy Statement Summary – Proposal 2​

See page 49 for fiscal 2026 target total direct compensation components.

 

Proxy Statement Summary – Proposal 3

 

   

Corporate Governance Matters

Process for Selecting Directors

The Board is responsible for recommending director candidates for election by the stockholders and for electing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Governance, Safety, and Public Policy Committee (“GSPP Committee”), which identifies, evaluates, and recruits highly qualified director candidates and recommends them to the Board.

 

Corporate Governance Matters – Process for Selecting Directors

In addition to the qualifications that each director nominee must have, the Board believes that one or more of FedEx’s Board members should possess the experience and expertise listed below because of their particular relevance to the company’s business, strategy, and structure. These were all considered by the Board in connection with this year’s director nomination process.

While the Board of Directors does not maintain a formal diversity policy, it seeks in its members a blend of personal and professional experiences, perspectives, and backgrounds, as well as institutional knowledge and personal chemistry, resulting in a high-performing Board of Directors that provides sound and prudent guidance with respect to all of FedEx’s operations and interests.

Nomination Process

Nomination of Director Candidates

The GSPP Committee identifies, evaluates, and recruits director candidates, considers the advisability of adding new directors to the current composition of the Board, and evaluates and recommends existing director nominees to the Board as follows:

 

Corporate Governance Matters – Process for Training and Evaluating Directors

Stockholder Recommendations

The GSPP Committee will consider director nominees recommended by stockholders. To recommend a prospective director candidate for the GSPP Committee’s consideration, stockholders may submit the candidate’s name, qualifications, including whether the candidate satisfies the requirements set forth in our Corporate Governance Guidelines and discussed in “— Process for Selecting Directors — Experience, Qualifications, Attributes, and Skills,” and other relevant biographical information in writing to: FedEx Corporation Governance, Safety, and Public Policy Committee, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. FedEx’s Bylaws require stockholders to give advance notice of stockholder proposals and nominations of director candidates. For more information, please see “Stockholder Proposals and Director Nominations for 2027 Annual Meeting.”

Majority-Voting Standard for Director Elections

FedEx’s Bylaws require that we use a majority-voting standard in uncontested director elections and a resignation requirement for directors who fail to receive the required majority vote. The Bylaws also prohibit the Board from reverting to a plurality-voting standard without the affirmative vote of the holders of at least a majority of the voting power of all the shares of FedEx stock entitled to vote generally in the election of directors, voting together as a single class. Under the majority-voting standard, a director nominee must receive more votes cast “for” than “against” his or her election in order to be elected to the Board. In accordance with the majority-voting standard and resignation requirement, each director who is standing for reelection at the annual meeting has tendered an irrevocable resignation from the Board of Directors that will take effect if  (i) the director does not receive more votes cast “for” than “against” his or her election at the annual meeting, and (ii) the Board accepts the resignation. FedEx’s Bylaws require the Board of Directors, within 90 days after certification of the election results, to accept the director’s resignation unless there is a compelling reason for the director to remain on the Board and to promptly disclose its decision (including, if applicable, the reasons for rejecting the resignation) in a filing with the SEC.

Process for Training and Evaluating Directors

New Director Orientation

FedEx has a New Director Orientation Program that enables new members of the Board to quickly become active and effective Board members. The program includes, among other things, an overview of fiduciary duties and responsibilities of directors, individual meetings with key members of the Board and senior management, facility tours, and attending at least one meeting of each Board committee of which the new director is not a member during his or her first two years as a Board member in order to gain a better understanding of committee functions. The process is tailored to take into account the individual needs of each new director.

The GSPP Committee is responsible for overseeing the New Director Orientation Program and the Executive Vice President, General Counsel and Secretary is responsible for administering the program and reporting to the GSPP Committee the status of the orientation process with respect to each new director. The orientation process is designed to provide new directors with comprehensive information about the company’s business, strategy, capital structure, financial performance, risk oversight, evaluation of management, and executive compensation practices, as well as the policies, procedures, and responsibilities of the Board and its committees.

Continuing Director Education

FedEx provides continuing director education through individual speakers at Board meetings, generally four times per year. The company receives feedback from the directors on potential topics that would be useful for these discussions. In addition to facilitating these customized in-house programs, FedEx monitors pertinent developments in director education and recommends valuable outside programs for Board committee chairpersons to attend. The GSPP Committee reviews the company’s director education process on an annual basis to ensure the continuing education provided serves to further directors’ knowledge in their oversight responsibilities.

Board and Committee Evaluations

The GSPP Committee oversees an annual performance evaluation of each committee of the Board and the Board as a whole. Each Board member also completes an individual self-assessment, and those responses are provided to the Chairman of the Board and the chairperson of the GSPP Committee.

The GSPP Committee reviews and discusses the evaluation results for each committee and the Board as a whole. Each committee discusses its annual evaluation results and identifies any opportunities for improvement. The chairperson of the GSPP Committee reports the results to the Board of Directors, including any action plans. The chairperson also reports to the Board the results of the full Board assessment. The Chairman of the Board and chairperson of the GSPP Committee discuss any notable results from the individual director self-assessments with the relevant directors.

As part of the evaluation, our directors consider the Board’s processes to ensure, among other things, that its leadership structure remains effective, that Board and committee meetings are conducted in a manner that promotes candid and constructive dialogue, sufficient time has been allocated for such meetings, agenda items reflect key matters of importance to the company, and that the materials provided to the Board and the reports received from management are useful, comprehensive, and timely.

 

Corporate Governance Matters – Nominees for Election to the Board

Nominees for Election to the Board

Below you will find each Board nominee’s biography along with other pertinent information, including a selection of each nominee’s skills and qualifications. All nominees are currently serving as directors of FedEx and, with the exception of Mark A. Edmunds, has been previously elected by our stockholders. Following the biographies, we have included a chart that exhibits the collective experience, qualifications, attributes, and skills of our Board nominees.

 

Corporate Governance Matters – Nominees for Election to the Board

 

Corporate Governance Matters – Nominees for Election to the Board

 

Corporate Governance Matters – Nominees for Election to the Board

 

Corporate Governance Matters – Nominees for Election to the Board

 

Corporate Governance Matters – Nominees for Election to the Board

 

Corporate Governance Matters – Nominees for Election to the Board

 

Corporate Governance Matters – Nominees for Election to the Board

 

Corporate Governance Matters – Nominees for Election to the Board

 

Corporate Governance Matters – Nominees for Election to the Board

Summary of Director Nominee Experience, Qualifications, Attributes, and Skills

Our director nominees bring to the FedEx Board the experience, qualifications, attributes, and skills depicted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list. It is intended to highlight notable areas of focus for each nominee, and not having a mark does not mean that a particular nominee does not possess that experience, qualification, attribute, or skill.

Audit Committee Financial Expert

The Board of Directors has determined that Mark A. Edmunds is an audit committee financial expert as that term is defined in SEC rules.

 

Corporate Governance Matters – Nominees for Election to the Board

Director Independence

The Board of Directors has determined that each member of the Audit and Finance, Compensation and Human Resources, and GSPP Committees is independent. With the exception of R. Brad Martin, Rajesh Subramaniam, and Richard W. Smith, each of the Board’s current members and director nominees (Mark A. Edmunds, Marvin R. Ellison, Susan Patricia Griffith, Amy B. Lane, Nancy A. Norton, Frederick P. Perpall, Joshua Cooper Ramo, Susan C. Schwab, and Paul S. Walsh) is independent and meets the applicable independence requirements of the New York Stock Exchange (including the additional New York Stock Exchange and SEC requirements for Audit and Finance Committee and Compensation and Human Resources Committee members, as applicable, with respect to current committee members) and the Board’s more stringent standards for determining director independence. Mr. Martin is FedEx’s Executive Chairman, Mr. Subramaniam is FedEx’s President and Chief Executive Officer, and Mr. R.W. Smith is Federal Express’s Chief Operating Officer — International and Chief Executive Officer — Airline. Silvia Davila served as a director during fiscal 2026 and resigned from the Board effective June 8, 2026, and Stephen E. Gorman served as a director during fiscal 2026 and resigned from the Board effective June 1, 2026. The Board had previously determined that each of Ms. Davila and Mr. Gorman was independent.

Under the Board’s standards of director independence, which are included in FedEx’s Corporate Governance Guidelines, available under the Governance heading on the Investor Relations page of our website at investors.fedex.com, a director will be considered independent only if the Board affirmatively determines that the director has no direct or indirect material relationship with FedEx, other than as a director. The standards set forth certain categories or types of transactions, relationships, or arrangements with FedEx, as follows, each of which (i) is deemed not to be a material relationship with FedEx, and thus (ii) will not, by itself, prevent a director from being considered independent:

Prior Employment of Director. The director was employed by FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended.

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Prior Employment of Immediate Family Member. An immediate family member was an officer of FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended.

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Current Employment of Immediate Family Member. An immediate family member is employed by FedEx in a non-officer position, or by FedEx’s independent auditor not as a partner and not personally working on FedEx’s audit.

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Interlocking Directorships. An executive officer of FedEx served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended.

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Transactions and Business Relationships. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that makes or has made payments to, or receives or has received payments (other than contributions, if the company is a tax-exempt organization) from, FedEx for property or services, and the amount of such payments has not within any of such other company’s three most recently completed fiscal years exceeded one percent (or $1 million, whichever is greater) of such other company’s consolidated gross revenue for such year.

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Indebtedness. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that is indebted to FedEx or to which FedEx is indebted, and the aggregate amount of such debt is less than one percent (or $1 million, whichever is greater) of the total consolidated assets of the indebted company.

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Charitable Contributions. The director is a trustee, fiduciary, director, or officer of a tax-exempt organization to which FedEx contributes, and the contributions to such organization by FedEx have not within any of such organization’s three most recently completed fiscal years exceeded one percent (or $250,000, whichever is greater) of such organization’s consolidated gross revenue for such year.

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In determining each director’s independence, the Board broadly considered all relevant facts and circumstances, including the following immaterial transactions, relationships, and arrangements:

Mr. Ellison serves on the Board of Trustees of the University of Memphis, a non-profit entity to which FedEx makes payments and charitable contributions. The payments and charitable contributions made by FedEx to the University of Memphis in fiscal 2026 represented 3.7% of the University’s consolidated gross revenue for the year. The payments and charitable contributions made by FedEx to the University of Memphis in its fiscal 2025 and 2024 represented 1.1% and 1.9%, respectively, of the University’s consolidated gross revenue for the year. The Board determined that Mr. Ellison is an independent director under the Board’s independence standards as he does not have a direct or indirect material relationship with either FedEx or the University of Memphis, other than as a director or trustee, and does not derive any financial or other personal benefit from these transactions.

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Corporate Governance Matters – Nominees for Election to the Board

FedEx has an ordinary course business relationship with Lowe’s Companies, Inc., an entity for which Mr. Ellison has served as Chairman of the Board since June 2021 and President and Chief Executive Officer and as a director since July 2018. The amount of the payments made by FedEx to Lowe’s (and vice versa) within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year.

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FedEx has an ordinary course business relationship with The Progressive Corporation, an entity for which Ms. Griffith has served as President and Chief Executive Officer and as a director since July 2016. The amount of the payments made by FedEx to Progressive (and vice versa) within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year.

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FedEx has an ordinary course business relationship with McLaren Group Limited, an entity for which Mr. Walsh has served as Executive Chairman of the Board since January 2020. The amount of the payments made by McLaren to FedEx within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year.

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Related Person Transactions

In accordance with the company’s Policy on Review and Preapproval of Related Person Transactions, which is described in more detail below in “— Board Processes and Policies — Policy on Review and Preapproval of Related Person Transactions,” the GSPP Committee has reviewed and approved the following new and existing related person transactions and determined that they remain in the best interests of FedEx and our stockholders:

Mr. Subramaniam’s brother is employed by Federal Express as a manager of information technology.

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Mr. R.W. Smith’s sister is employed by FedEx as a staff director of global public policy.

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In June 2024, Frederick W. Smith, our former Executive Chairman and Chairman of the Board, purchased a Challenger 650 aircraft (“Aircraft”) through a wholly owned limited liability company (“Aircraft Owner”) for personal use. Following approval by the GSPP Committee and independent members of the Board in July 2024, FedEx entered into the following agreements, effective August 1, 2024, relating to the Aircraft: (1) a dry lease with the Aircraft Owner (“Dry Lease”), which obligated FedEx to arrange for protection and maintenance of the Aircraft and permitted FedEx to use the Aircraft for FedEx business purposes; and (2) a flight support and flight crew services agreement with Mr. Smith (“Support Agreement” and, together with the Dry Lease, the “Aircraft Agreements”) covering expenses related to Mr. Smith’s personal use of the Aircraft. Under the Dry Lease, the Aircraft Owner paid FedEx for actual expenses incurred by FedEx to protect and maintain the Aircraft and a monthly fee for services performed by FedEx personnel. If FedEx uses the Aircraft for FedEx business, FedEx is required to pay an hourly rental rate to the Aircraft Owner, based on operating costs of the Aircraft and the fair market dry lease rate for similar aircraft. Under the Support Agreement, FedEx provided operational support of the Aircraft, and Mr. Smith paid FedEx for operating expenses, flight crew expense, services provided by FedEx personnel, and trip planning services. The financial terms of the Aircraft Agreements were determined on an arms-length basis based upon an analysis of market rates for flight crews and charter flights for comparable aircraft and FedEx’s operating costs. Following Mr. Smith’s unexpected passing, in July 2025 FedEx entered into a new dry lease with the Aircraft Owner (the “New Dry Lease”) and a new flight support and flight crew services agreement with Stacey D. Smith, the mother of Richard W. Smith and member of the Aircraft Owner (the “New Support Agreement” and, together with the New Dry Lease, the “New Aircraft Agreements”), to allow Mr. Smith’s family to continue to use the Aircraft. The substantive terms of the New Aircraft Agreements are identical to those in the Aircraft Agreements. The GSPP Committee approved the New Aircraft Agreements. For services provided in fiscal 2026, the Aircraft Owner paid FedEx $1,125,078 pursuant to the New Dry Lease and Mrs. Smith paid FedEx $1,578,223 pursuant to the New Support Agreement. FedEx did not use the Aircraft for FedEx business and did not make any payments to the Aircraft Owner pursuant to the Dry Lease during fiscal 2026.

​

Pursuant to FedEx’s executive security procedures (which are consistent with recommendations of an independent outside security consultant and reviewed annually by the Compensation and Human Resources Committee), FedEx provided Mr. Smith with security services and equipment, including home security systems and residential security patrols and provided personal security services. Following Mr. Smith’s passing, FedEx continued to provide security services and equipment for the primary residence of Stacey D. Smith during fiscal 2026, and the cost for such security services was fully reimbursed by Mrs. Smith. Mrs. Smith paid FedEx $330,825 for security services in fiscal 2026.

​

Additionally, the following related person transactions took place during fiscal 2026:

FedEx’s policy on personal use of corporate aircraft requires officers to pay FedEx two times the cost of fuel, plus applicable passenger ticket taxes and fees, for personal trips. Pursuant to this requirement, Mr. R.W. Smith paid FedEx $418,861 during fiscal 2026 in connection with certain personal use of corporate aircraft.

​

The total annual compensation of each of Mr. Subramaniam’s brother and Mr. R.W. Smith’s sister, for fiscal 2026 (including any incentive compensation and the Black-Scholes value of any stock option award) did not, individually, exceed $407,700.

​

Agreements with FedEx Freight Holding Company, Inc.

On June 1, 2026, FedEx completed the previously announced tax-free spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”) into a new publicly traded company (the “Spin-Off”).

 

Corporate Governance Matters – Nominees for Election to the Board

In connection with the Spin-Off, FedEx distributed approximately 80.1% of total outstanding shares of FedEx Freight’s common stock on a pro rata basis to the holders of FedEx common stock as of the record date of the Spin-Off, and retained up to 19.9% of the remaining outstanding shares of FedEx Freight common stock. In addition, Mr. Martin, our executive Chairman and Chairman of the Board, serves as the Chairman of the Board of FedEx Freight.

In order to govern the ongoing relationships between FedEx and FedEx Freight after the Spin-Off and to facilitate an orderly separation and transition, FedEx and FedEx Freight entered into agreements prior to the Spin-Off providing for various services and rights following the Spin-Off, and under which the parties agreed to indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements entered into with FedEx Freight.

Separation and Distribution Agreement

On May 28, 2026, the Company and FedEx Freight entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”). The Separation and Distribution Agreement sets forth our agreements with FedEx Freight regarding the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between the parties following the Spin-Off, including procedures with respect to claims subject to indemnification and related matters. Following the Spin-Off, FedEx Freight has remaining guarantees provided by or through FedEx Freight for our benefit.

Transition Services Agreement

On May 31, 2026, the Company and FedEx Freight entered into a Transition Services Agreement (the “Transition Services Agreement”). The Transition Services Agreement governs all matters relating to the provision of services between FedEx and FedEx Freight on a transitional basis. The services FedEx receives include support for order creation, customer data management, marketing, clearance, data and analytics, and other functions, as well as the technology operations and support technologies required for those functions. These services will be provided for a limited time, generally for no longer than two years following the Spin-Off, and will be provided for specified fees, which are generally based on existing allocation models and/or on a cost/cost-plus basis.

Tax Matters Agreement

On May 31, 2026, the Company and FedEx Freight entered into a Tax Matters Agreement (the “Tax Matters Agreement”). The Tax Matters Agreement governs the respective rights, responsibilities, and obligations between FedEx and FedEx Freight with respect to all tax matters (excluding employee-related taxes covered under the Employee Matters Agreement), in addition to certain restrictions which generally prohibit us from taking or failing to take any action in the two-year period following the Spin-Off that would prevent the Spin-Off from qualifying as tax-free for U.S. federal income tax purposes, including limitations on our ability to pursue certain strategic transactions. Additionally, in order to preserve the tax-free status of the Spin-Off and certain related transactions for U.S. federal income tax purposes, FedEx must generally dispose of its retained shares of FedEx Freight common stock within 24 months of the completion of the Spin-Off. The Tax Matters Agreement specifies the portion of tax liability for which the Company will bear contractual responsibility, and FedEx and FedEx Freight each agree to indemnify each other against any amounts for which such indemnified party is not responsible.

Employee Matters Agreement

On May 31, 2026, the Company and FedEx Freight entered into an Employee Matters Agreement (the “Employee Matters Agreement”). The Employee Matters Agreement governs the respective rights, responsibilities, and obligations between FedEx and FedEx Freight with respect to employment and employee compensation and benefits matters, including with respect to severance, workers’ compensation, paid time off, and sharing of employee records and information. The Employee Matters Agreement will also address the allocation and treatment of assets and liabilities relating to FedEx and FedEx Freight current and former employees and the assets and liabilities of the compensation and benefit plans and programs in which the current and former employees participate.

Except as specifically provided in the Employee Matters Agreement, FedEx has generally retained assets and liabilities under FedEx-sponsored employee compensation and benefits plans and FedEx Freight has generally assumed assets and liabilities under FedEx Freight-sponsored employee compensation and benefits plans, provided that FedEx Freight will assume certain assets and liabilities related to periods of service prior to the Spin-Off under FedEx-sponsored employee compensation and benefits plans associated with FedEx Freight employees as well as current FedEx employees that transferred to FedEx Freight in connection with the Spin-Off. The Employee Matters Agreement also addresses the liabilities and responsibilities related to annual cash bonus incentives, long-term cash bonus incentives, severance and vacation, and paid time-off benefits.

 

Corporate Governance Matters – The Board’s Role and Responsibilities

Intellectual Property Cross-License Agreement

On May 31, 2026, FedEx and certain subsidiaries thereof, on the one hand, and FedEx Freight and a subsidiary thereof, on the other hand, entered into an Intellectual Property Cross-License Agreement (the “Intellectual Property Cross-License Agreement”). Under the Intellectual Property Cross-License Agreement, FedEx and the subsidiaries named therein, on the one hand, and the applicable subsidiary of FedEx Freight, on the other hand, will grant and receive licenses to and from each other in respect of certain patents, know-how, and copyrights. The Intellectual Property Cross-License Agreement will remain in effect on a licensed-patent-by-licensed-patent and licensed-copyright-by-licensed-copyright basis until expiration, invalidation, or abandonment thereof and with respect to all other licensed intellectual property, in perpetuity. The Intellectual Property Cross-License Agreement will generally not be terminable. In addition, the agreement is not assignable by either party without the other party’s consent other than to (i) an affiliate or (ii) a third party in connection with the sale, separation, divestiture, disposition, or other ceasing to control of the applicable portion of the assets or businesses of the licensee to which the Intellectual Property Cross-License Agreement relates.

Trademark License Agreement

On May 31, 2026, Federal Express and a wholly owned subsidiary of FedEx Freight (“Freight Holding”) entered into a Trademark License Agreement (the “Trademark License Agreement”). Under the Trademark License Agreement, FedEx granted to FedEx Freight a license to continue to use certain names, trademarks, and brands owned by Federal Express or its affiliates, including the “FedEx Freight” name and mark, in connection with the FedEx Freight business as conducted prior to the effective time of the Spin-Off in the United States, Canada, and Mexico. The license granted to Freight Holding under the Trademark License Agreement will be for an initial term of five years from the effective time, and will automatically renew annually in one-year increments for up to an additional five years unless either party provides the other with notice of its election not to renew, and will not otherwise be terminable by Federal Express other than in connection with a material uncured breach by Freight Holding, bankruptcy of Freight Holding, or a change of control of FedEx Freight or Freight Holding. In addition, the agreement is not assignable by Freight Holding without the consent of Federal Express.

Stockholder and Registration Rights Agreement

On May 31, 2026, the Company and FedEx Freight entered into a Stockholder and Registration Rights Agreement (the “Stockholder and Registration Rights Agreement”). Under the Stockholder and Registration Rights Agreement FedEx Freight has agreed that, upon the request of FedEx, it will use its reasonable best efforts to effect the registration under applicable federal and state securities laws of any shares of FedEx Freight common stock retained by FedEx. In addition, FedEx has agreed to vote any shares of FedEx Freight common stock that it retains immediately after the Spin-Off in proportion to the votes cast by FedEx Freight’s other stockholders. In connection with the agreement, FedEx has granted FedEx Freight a proxy to vote its shares of FedEx Freight common stock in such proportion. This proxy, however, will be automatically revoked as to any particular share upon any sale or transfer of such share from FedEx to a person other than FedEx, and neither the Stockholder and Registration Rights Agreement nor the proxy will limit or prohibit any such sale or transfer.

The Board’s Role and Responsibilities

FedEx Corporate Governance

Our Board of Directors and management team are committed to achieving and maintaining high standards of corporate governance, as well as a culture of and reputation for the highest levels of ethics, integrity, and reliability. We periodically review our governance policies and practices against evolving standards and make changes when the Board believes they would be in the best interests of the company and our stockholders. We value the perspectives of our stockholders and other stakeholders, including our employees and the communities in which we operate, and take steps to address their concerns where warranted.

In considering possible modifications of our corporate governance policies and practices, our Board and management focus on those changes that are in the best long-term interests of our company, our stockholders, and our other stakeholders.

The following sections summarize our corporate governance policies and practices, including our Board leadership structure and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including our Corporate Governance Guidelines, our Board committee charters, and our Code of Conduct, are available under the Governance heading on the Investor Relations page of our website at investors.fedex.com.

Board Oversight of Risk and Sustainability

The Board of Directors’ role in risk oversight at FedEx is consistent with the company’s leadership structure, with management having day-to-day responsibility for assessing and managing the company’s risk exposure and the Board and its committees providing oversight in connection with those efforts, with particular focus on the adequacy of FedEx’s risk management practices and regularly reviewing the most significant risks facing the company. The Board performs its risk oversight role by using several different levels of review. Each regular Board meeting includes a strategic overview by the Chief Executive Officer that

 

Corporate Governance Matters – The Board’s Role and Responsibilities

describes the most significant issues, including risks, affecting the company, and also includes business updates on each reporting segment. In addition, at least annually, the Board reviews in detail the company’s key businesses and operations. The Board also reviews the risks associated with the company’s financial forecasts and annual business plan.

Additionally, risks are identified and managed in connection with the company’s robust enterprise risk management (“ERM”) process. Our ERM process provides the enterprise with a common framework and terminology to ensure consistency in identification, reporting, and management of key risks. The ERM process is embedded in our strategic financial planning process, which ensures explicit consideration of risks that affect the underlying assumptions of strategic plans and provides a platform to facilitate integration of risk information in business decision-making.

 

Corporate Governance Matters – The Board’s Role and Responsibilities

Board Oversight of Sustainability and Corporate Responsibility Matters

FedEx is well recognized as a leader not only in the transportation industry and for technological innovation, but also in global sustainability and corporate responsibility. We understand that a sustainable global business is tied to our commitments, strategies, and goals, and we are committed to connecting the world responsibly and resourcefully. Our sustainability and corporate responsibility strategies and programs emphasize long-term performance that creates lasting, positive value for our business, society, and our stakeholders, including customers, team members, suppliers, communities, and stockholders. Our culture, principles, and emphasis on long-term performance have guided our company since our founding over five decades ago. Key elements of our sustainability and corporate responsibility strategy include our “Safety Above All” commitment for all our operations; a goal of carbon-neutral global operations by 2040; a goal of sustainable supply chain; a commitment to equality, opportunity, and diversity as the bedrock of our culture; and the robust giving and volunteering platform known as FedEx Cares. Our sustainability and corporate responsibility platform is aligned with our company’s mission and values and embedded into our strategies, governance, operations, systems, and culture. We conduct regular materiality assessments to help prioritize sustainable growth topics that are most important to our business and stakeholders.

The FedEx Sustainability Leadership Action Committee is responsible for setting, implementing, and reviewing our company-wide sustainability strategy and is chaired by our Chief Sustainability Officer. The Chief Sustainability Officer also oversees the company-wide implementation of our environmental management system and reviews performance on an annual basis. The Chief Sustainability Officer regularly reviews our sustainability programs with the GSPP Committee.

Our governance, operations, culture, and sustainability priorities are closely aligned. The Board is responsible for reviewing and overseeing our culture and evaluating management’s efforts to align corporate culture with our stated values and long-term strategy. Additionally, the Board has delegated to each of its committees responsibility for the oversight of specific aspects of our corporate culture and other sustainability activities that fall within each committee’s respective areas of responsibility.

The Audit and Finance Committee evaluates the execution and effectiveness of our corporate integrity and compliance programs and regularly discusses with management developments regarding sustainability reporting and disclosures within the financial reporting framework.

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The GSPP Committee oversees our sustainability goals, strategies, programs, and disclosures and the management of sustainability- and climate-related risks. The committee is also responsible for overseeing our safety programs and political activities and expenditures.

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The Compensation & HR Committee oversees our key human resource management strategies and programs.

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The Cyber and Technology Oversight Committee reviews and discusses with management the company’s technologies, policies, processes, and practices for managing and mitigating cyber- and technology-related risks and monitors the company’s business continuity and disaster recovery capabilities and contingency plans. The committee also reviews the impact of emerging technologies on the company’s operations, services, and strategies.

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FedEx is committed to actively supporting the communities we serve worldwide through the strategic investment of our people, resources, and network. We provide financial contributions, in-kind charitable shipping services, and volunteer efforts by our team members to help a variety of non-profit organizations achieve their goals and make a measurable impact on the world.

 

Corporate Governance Matters – The Board’s Role and Responsibilities

Highlights from the 2026 Corporate Responsibility Report and 2025 Global Economic Impact Report are noted below:

 

Corporate Governance Matters – The Board’s Role and Responsibilities

Stockholder Engagement

We believe that thoughtful stockholder engagement is important, and we have a long history of such engagement. We have an active stockholder engagement program in which we meet regularly with our largest stockholders to discuss our business strategy, operations, sustainability programs, and corporate governance, as well as other topics of interest to them. Our stockholder engagement efforts allow us to better understand our stockholders’ priorities, perspectives, and concerns, and enable the company to effectively address issues that matter most to our stockholders.

We also give our stockholders the means by which they can communicate with our Board. As discussed in more detail in “— Board Processes and Policies — Communications with Directors,” our stockholders have the ability to communicate directly with any director, any Board committee, or the full Board.

Engagement Highlights

Since our last annual meeting, we have engaged with a global and diverse group of approximately 131 stockholders, including actively managed funds, index funds, union and public pension funds, and socially responsible investment funds. This group represented approximately 54% of our institutional ownership and 44% of our outstanding shares. Participants included our Executive Chairman and Chairman of the Board, Lead Independent Director and Chair of the GSPP Committee, Chair of the Compensation & HR Committee, President and Chief Executive Officer, Chief Sustainability Officer, Executive Vice President — Chief People Officer, and/or Investor Relations and Legal teams.

 

Corporate Governance Matters – The Board’s Role and Responsibilities

For information on our engagement following the 2025 annual meeting, see “— Board Leadership Structure,” and “— Executive Chairman and Chairman of the Board,” and “— Lead Independent Director,” and “— Duties and Areas of Responsibilities,” on pages 34 and 35 and “Executive Compensation — Compensation Discussion and Analysis — Stockholder Engagement Focus — 2025 Say-on-Pay Advisory Vote Results” on page 46.

 

Corporate Governance Matters – The Board’s Role and Responsibilities

Executive Officer Succession Planning

The Board of Directors has in place an effective planning process to select successors to the Chief Executive Officer and other executive officers. The GSPP Committee, in consultation with the Chief Executive Officer, annually reports to the Board on executive officer succession planning. The entire Board works with the GSPP Committee and the Chief Executive Officer to evaluate potential successors to the CEO and other executive officers. Through this process, the Board receives presentations that include qualitative evaluations of potential successors to the Chief Executive Officer and other executive officers. Each Board member has complete and open access to any member of management. We believe this enhances the Board’s oversight of succession planning. The Chief Executive Officer will at all times make available, and periodically provides to the Board, his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. Additionally, the GSPP Committee periodically reviews and revises as necessary the company’s emergency executive management succession plan, which details the actions to be taken by specific individuals in the event an executive officer suddenly dies, departs unexpectedly, or becomes incapacitated.

Board Leadership Structure

FedEx’s strong and independent Board of Directors effectively oversees our management and provides vigorous oversight of FedEx’s business and affairs in support of our mission of producing superior financial returns for our stockholders by providing high value-added logistics, transportation, and related business services.

The Board reviews its leadership structure at least annually and evaluates what structure is appropriate for the Company and in stockholders’ best interests. The Board believes that it should not be constrained by a policy mandate when making decisions related to how the Board can most effectively operate, and that it should instead consider relevant circumstances to meet the business needs of the Company and composition of the Board, taking into account factors such as the Company’s strategic goals, the current operating and governance environment, the results of Board and committee annual self-assessments, the advantages and disadvantages of alternative leadership structures based on circumstances at that time, stockholder input, and our corporate governance practices.

The Board believes the current Board leadership structure allows the Executive Chairman and Chairman of the Board and the Chief Executive Officer to devote full attention to their respective responsibilities and areas of focus as FedEx continues to execute on its long-term strategic transformation initiatives. The Executive Chairman and Chairman of the Board provides strategic guidance, institutional knowledge, Board leadership, and support for long-term transformation initiatives, while the Chief Executive Officer maintains primary responsibility to deliver strong operational results by focusing on and executing the Company’s strategic vision for transformation, day-to-day operations, operational execution, and business performance. The Board believes this leadership model has created a strong and effective partnership that benefits the Company and its stockholders.

Importantly, the current Board leadership structure has played a critical role in the strong execution of the Company’s long-term strategic objectives, as demonstrated by the Company’s recent financial and operational performance. Over the past several years, the Company has implemented and executed on key strategic initiatives, including DRIVE, Network 2.0, and Tricolor, and the Spin-Off of FedEx Freight, all of which are designed to strengthen operations, improve profitability, position the Company for sustainable long-term growth, and deliver value to our stockholders.

Since the 2025 annual meeting, we reached out to stockholders representing approximately 40% of our outstanding shares and engaged with 25 different stockholders that collectively represented approximately 38% of our outstanding shares to discuss corporate governance matters, including board structure. During those engagements, stockholders were generally satisfied with FedEx’s current board structure and its oversight capacity and expressed deference to the Board to determine the appropriate Board leadership structure.

Executive Chairman and Chairman of the Board

FedEx’s Bylaws provide that the Board shall elect a Chairman of the Board of Directors from among its members and that the Chairman of the Board may, but need not be, the Chief Executive Officer. From June 2022 until June 21, 2025, Frederick W. Smith, FedEx’s founder and former Chief Executive Officer, served as both Executive Chairman of FedEx and Chairman of the Board of Directors. Mr. Smith passed away on June 21, 2025. In accordance with FedEx’s Bylaws, Mr. Martin, as Vice Chairman of the Board since March 2022, was the designated successor to become Chairman of the Board.

In August 2025, upon the recommendation of the Compensation & HR and GSPP Committees, the Board appointed Mr. Martin to serve as Executive Chairman and Chairman of the Board, effective immediately following his reelection to the Board at the annual meeting. Mr. Martin reports directly to the Board as Executive Chairman. The decision to appoint Mr. Martin as Executive Chairman reflects the significant role Mr. Martin has played as Chairman of the Board and in his previous role as Vice Chairman, including by providing leadership and direction to the Board, engaging with key investors, guiding FedEx’s approach to public policy, and protecting the Company’s culture and legacy through long-term strategic planning. Among Mr. Martin’s most critical contributions as Executive Chairman is the support he provided the Chief Executive Officer and other members of FedEx’s executive team during a period of significant strategic transformation. As Executive Chairman, Mr. Martin is not independent, and he does not serve on any committees of the Board.

 

Corporate Governance Matters – The Board’s Role and Responsibilities

Mr. Smith previously transitioned to Founder and Executive Chairman and Mr. Subramaniam assumed the role of President and Chief Executive Officer in June 2022. This leadership transition coincided with an important inflection point for the Company’s strategy. Mr. Subramaniam unveiled the DRIVE transformation initiative to unlock synergies and optimize cost structures across the business in December 2022. FedEx subsequently built on this transformation initiative with Network 2.0 and Tricolor, two targeted initiatives aimed at optimizing our delivery network on the ground and in the air. In addition, the Company marked an important milestone with the Spin-Off of FedEx Freight as a separate public company on June 1, 2026, after the Spin-Off was initially announced in December 2024.

The combined leadership of Mr. Martin as Executive Chairman and Mr. Subramaniam as Chief Executive Officer has enabled various complex strategic initiatives to successfully advance. The Board believes it is appropriate and necessary for the current leadership structure to remain intact while the Company continues its efforts to create long-term stockholder value through these ongoing transformation initiatives. The Board will continue to evaluate its leadership structure at least annually to determine the appropriate structure for the Company and its stockholders from time to time.

Lead Independent Director

Susan Patricia Griffith is currently the Lead Independent Director, and if reelected at the annual meeting, Ms. Griffith will remain Lead Independent Director immediately following the annual meeting. In appointing Ms. Griffith as Lead Independent Director the Board considered her ten years of ongoing service as President and Chief Executive Officer of a Fortune 100 company, demonstrated independent voice in the boardroom, and excellent working relationships with the other members of the Board.

Vice Chairman of the Board

In addition, under our Corporate Governance Guidelines, the Board may elect an independent director to serve as Vice Chairman. If elected, the Vice Chairman of the Board is the Board’s designated successor to serve as Chairman of the Board. No Vice Chairman is currently serving.

Duties and Areas of Responsibilities

The Board is committed to strong leadership and effective corporate governance. The Board currently maintains separate roles of CEO, Executive Chairman of the Board, and Lead Independent Director of the Board. At this time, we believe this structure is optimal for our current circumstances and that it provides effective leadership and oversight of management by the Board. Separate roles of CEO, Executive Chairman of the Board, and Lead Independent Director of the Board promotes balance between the Board’s independent authority to oversee the Company’s business and the CEO’s management team, which manages the business on a day-to-day basis. Maintaining a separate Lead Independent Director also allows our CEO to focus on Company strategy and business operations, and our Executive Chairman to focus on integration strategies and performance.

Consistent with this leadership structure, the following summarizes the principal duties and areas of responsibility of the Executive Chairman and the Lead Independent Director.

 

Corporate Governance Matters – The Board’s Role and Responsibilities

The Board believes that FedEx’s Bylaws and Corporate Governance Guidelines help ensure that strong and independent directors will continue to play the central oversight role necessary to maintain FedEx’s commitment to the highest quality corporate governance. Under our Bylaws and Corporate Governance Guidelines, the Board maintains the following practices, in addition to those described above:

 

Corporate Governance Matters – The Board’s Role and Responsibilities

Board Committees

The Board of Directors has four standing committees: the Audit and Finance Committee, Compensation & HR Committee, Cyber and Technology Oversight Committee, and GSPP Committee. Each committee’s written charter, as adopted by the Board of Directors, is available on the Investor Relations page of our website at investors.fedex.com under the Governance heading below “Board of Directors.” Committee memberships as of the date of this proxy statement are as follows:

 

Corporate Governance Matters – The Board’s Role and Responsibilities

In addition, as discussed above under “— The Board’s Role and Responsibilities — Board Risk Oversight,” each Board committee has responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility. Also, the Audit and Finance Committee is responsible for reviewing and discussing with management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process.

 

Corporate Governance Matters – The Board’s Role and Responsibilities

As discussed above, Ms. Lane is not standing for reelection and will retire from the Board immediately before this year’s annual meeting. The composition of the Board committees immediately following the annual meeting, assuming the election of all eleven nominees, will be as follows:

Board Meetings and Meeting Attendance

During fiscal 2026, the Board of Directors held six regular meetings and four special meetings. The average attendance of all directors at Board and committee meetings was 94%. Each director attended at least 75% of the aggregate meetings of the Board and any committees on which he or she served that were held during the periods that he or she served as a director. Our policy on director attendance at meetings can be found in our Corporate Governance Guidelines, which are available under the Governance heading on the Investor Relations page of our website at investors.fedex.com.

Attendance at Annual Meeting of Stockholders

FedEx expects all Board members to attend annual meetings of stockholders. Each then-current member of the Board of Directors attended the 2025 annual meeting of stockholders.

Board Processes and Policies

Director Mandatory Retirement

FedEx’s Corporate Governance Guidelines provide that a non-management director must retire immediately before the annual meeting of FedEx’s stockholders during the calendar year in which he or she attains age 75. Under this policy, a non-management director may not be nominated to a new term if he or she would be age 75 or older at the end of the calendar year in which the election is held. In order to provide the GSPP Committee and the Board of Directors greater flexibility in director succession planning, the policy provides that the Board of Directors, upon the recommendation of the GSPP Committee, may grant an exception to the mandatory retirement provision for a specific director, with each such exception required to be renewed annually.

Outside Board Service and Commitments

Service as a member of the FedEx Board of Directors is a significant commitment in terms of both time and responsibility. Accordingly, each Board member is encouraged to limit the number of other boards on which he or she serves and be mindful of his or her other existing and planned future commitments, so that such other directorships and commitments do not materially interfere with his or her service as an effective and active member of FedEx’s Board of Directors.

Specifically, the FedEx Corporate Governance Guidelines provide that Board members should not sit on more than three public company boards in addition to the FedEx Board of Directors, and Board members who are executive officers of public companies should not sit on more than one other public company board. Board members must advise the Chairman of the Board and/ or the chairman of the GSPP Committee in advance of accepting an invitation to serve on another board. In addition, given the significant time demands and responsibilities of serving on a public company audit committee, no member of the Audit and Finance Committee may serve on more than two other public company audit committees.

The GSPP Committee reviews our policy on outside board service and commitments included in the FedEx Corporate Governance Guidelines in conjunction with its regular review of corporate governance matters and recommends to the FedEx Board of Directors any appropriate changes. All members of the FedEx Board of Directors are currently in compliance with the limitations on outside board service set forth in the FedEx Corporate Governance Guidelines.

 

Corporate Governance Matters – The Board’s Role and Responsibilities

Policy on Poison Pills

The Board of Directors has adopted a policy requiring stockholder approval for any future “poison pill” prior to or within twelve months after adoption of the poison pill. (A poison pill is a device used to deter a hostile takeover. Note that FedEx does not currently have, nor have we ever had, a poison pill.) The policy on poison pills is included in FedEx’s Bylaws and Corporate Governance Guidelines.

Policy on Review and Preapproval of Related Person Transactions

The Board of Directors has adopted a Policy on Review and Preapproval of Related Person Transactions, which is included in FedEx’s Corporate Governance Guidelines. The policy requires that all proposed related person transactions (as defined in the policy) and all proposed material changes to existing related person transactions be reviewed and preapproved by the GSPP Committee. To the extent the related person (as defined in the policy) is a director or immediate family member of a director, the transaction or change must also be reviewed and preapproved by the full Board. The policy provides that a related person transaction or a material change to an existing related person transaction may not be preapproved if it would:

Interfere with the objectivity and independence of any related person’s judgment or conduct in carrying out his or her duties and responsibilities to FedEx;

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Not be fair as to FedEx; or

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Otherwise be opposed to the best interests of FedEx and its stockholders.

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The policy requires the GSPP Committee to annually (i) review each existing related person transaction that has a remaining term of at least one year or remaining payments of at least $120,000, and (ii) determine, based upon all material facts and circumstances and taking into consideration our contractual obligations, whether it is in the best interests of FedEx and our stockholders to continue, modify, or terminate the transaction or relationship.

Communications with Directors

Stockholders and other interested parties may communicate directly with the entire Board or any member, committee, or group of independent directors of the Board of Directors by writing to: FedEx Corporation Board of Directors, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. Please specify to whom your letter should be directed. The Corporate Secretary of FedEx will review all such correspondence and regularly forward to the Board a summary of all such correspondence and copies of all correspondence that, in her opinion, deals with the functions of the Board or its committees or that she otherwise determines requires the attention of any member, group, or committee of the Board of Directors. Board members may at any time review a log of all correspondence received by FedEx that is addressed to Board members and request copies of any such correspondence.

Policy Regulating Trading by Insiders

We have comprehensive and detailed policies and procedures (set forth in the FedEx Securities Manual) that govern the purchase, sale and other disposition of FedEx securities by our directors, officers, managing and staff directors, and any other employees having access to material, non-public information about FedEx. FedEx also follows procedures for the repurchase of its securities. We believe our Securities Manual and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange (“NYSE”) listing standards. A copy of the Securities Manual is included as Exhibit 19 to our Annual Report on Form 10-K filed on July 20, 2026.

Hedging and Pledging

The Securities Manual and our Corporate Governance Guidelines also set forth certain types of transactions in FedEx securities that are always prohibited, even when permitted by law, in order to further align the interests of our executive officers and directors with our stockholders’ interests. Specifically, (i) publicly traded (or exchange-traded) options, such as puts, calls, and other derivative securities; (ii) short sales, including “sales against the box”; and (iii) hedging or monetization transactions designed to limit the financial risk of ownership, including prepaid variable forward contracts, equity swaps, collars, exchange funds, and other similar transactions, are prohibited.

The Securities Manual and our Corporate Governance Guidelines also prohibit margin accounts and pledges; however, the (i) Lead Independent Director or Vice Chairman of the Board (in each case, if serving), or Chair of the GSPP Committee (if no Lead Independent Director is serving) and the Executive Vice President, General Counsel and Secretary, with respect to any non-management Board member, any Executive Chairman, or the President and Chief Executive Officer; (ii) President and Chief Executive Officer and Staff Vice President — Securities and Corporate Law with respect to the Executive Vice President, General Counsel and Secretary; and (iii) the Executive Vice President, General Counsel and Secretary, in all other instances, may, as applicable, grant an exception to the prohibition against holding FedEx securities in a margin account or pledging FedEx securities on a case-by-case basis if the requesting person clearly demonstrates the financial capacity to repay the loan without resort to

 

Corporate Governance Matters – Directors’ Compensation

the pledged securities. The Executive Vice President, General Counsel and Secretary will inform the Chairman of the Board and Lead Independent Director and Vice Chairman of the Board (in each case, if serving) of any such exception granted.

Stock Ownership Goal for Directors and Senior Officers

In order to encourage significant stock ownership by our directors and senior officers, and to further align their interests with the interests of FedEx’s stockholders, the Board of Directors has established a goal that (a) each non-management director own FedEx shares valued at five times his or her annual retainer fee within five years after joining the Board and (b) within five years after being appointed to his or her position, each member of senior management own FedEx shares valued at the following multiple of his or her annual base salary:

For purposes of meeting this goal, unvested restricted stock and restricted stock units are counted, but unexercised stock options and unvested performance stock units are not. The Board also recommends that each director and senior officer retain shares acquired upon stock option exercises until his or her goal is met. The stock ownership goal is included in FedEx’s Corporate Governance Guidelines. As of August 3, 2026, each director currently serving owned sufficient shares to comply with this goal or was within the five-year period to obtain compliance. In addition, each executive officer owned sufficient shares to comply with this goal or was within the five-year period to attain compliance.

Directors’ Compensation

Outside Directors’ Compensation Program

During fiscal 2026 non-management (outside) directors were paid an annual retainer and received restricted stock units (“RSUs”) that settle in shares of FedEx common stock, in each case, as set forth below. The Lead Independent Director and Committee Chairpersons were paid additional annual fees as set forth below:

Non-employee directors may elect to receive their annual retainer in all cash, all shares, or 50% in cash and 50% in shares. The number of retainer shares issued is based on the fair market value of FedEx’s common stock (the average of the high and low prices of the stock on the NYSE on the date of issuance, with any fractional amounts paid in cash. The RSUs vest fully one year after the grant date (or the date of the next annual meeting of stockholders, if earlier), and accrue dividend equivalent rights, which are reinvested in additional RSUs. Non-employee directors appointed to the Board after the annual meeting received a prorated annual retainer and RSU award. R. Brad Martin, Richard W. Smith, and Rajesh Subramaniam, who are FedEx employees and served as directors during fiscal 2026, did not receive any additional compensation for serving as a director.

The Compensation & HR Committee annually reviews director compensation, including, among other things, comparing FedEx’s director compensation practices with those of other companies. In 2026, two data sets were used for comparison: (1) a group

 

Corporate Governance Matters – Directors’ Compensation

of 20 companies ranked closely to FedEx on the Fortune 100 list across a range of industries (which are listed on Appendix A attached hereto) and (2) all publicly traded companies in the Fortune 100 (excluding FedEx). Before making a recommendation regarding director compensation to the Board, the Compensation and Human Resources Committee considers that the directors’ independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.

Other Compensation

We provide transportation when a non-employee director travels on FedEx business, including to attend meetings of the Board or a committee. From time to time, spouses may be invited to attend certain meetings at the request of the Board. The Board believes this creates a collegial environment that enhances the effectiveness of the Board. If spouses are invited to attend meetings, FedEx provides transportation or covers the cost of the additional travel and related incidental expenses. Any such spousal travel costs are treated by the Internal Revenue Service as taxable income to the applicable director. Non-employee directors do not receive gross-ups to compensate for the resulting income taxes except in connection with the presentation of a retirement gift. FedEx also offers personal digital protection services to all directors as a perquisite.

Retirement Plan for Outside Directors

In July 1997, the Board of Directors of Federal Express (FedEx’s predecessor) voted to freeze the Retirement Plan for Outside Directors (that is, no further benefits would be earned under this plan). Concurrent with the freeze, the Board amended the plan to accelerate the vesting of the benefits for each outside director who was not yet vested under the plan. This plan is unfunded and any benefits under the plan are general, unsecured obligations of FedEx. Once all benefits are paid from the plan, it will be terminated.

Paul S. Walsh is the only director who served on the Board during fiscal 2026 who is entitled to benefits under this plan. Mr. Walsh has not yet received any plan benefits, which will be paid as a single lump-sum distribution on or before the fifteenth business day of the month immediately following the date of Mr. Walsh’s retirement. In the event of Mr. Walsh’s death, his surviving spouse shall be entitled to receive the lump-sum payment. The following table sets forth the amount payable to Mr. Walsh assuming a hypothetical retirement date of June 1, 2026.

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(1)

Discounted from the age 60 normal retirement date provided for in the plan.

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Corporate Governance Matters – Directors’ Compensation

Fiscal 2026 Director Compensation

The following table sets forth information regarding the compensation of FedEx’s current and former non-employee directors for the fiscal year ended May 31, 2026:

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(1)

Includes (a) annual retainer payments and committee chairperson fees (as applicable), (b) cash paid in lieu of fractional shares issued to Mr. Ramo, and Mses. Davila and Griffith, and Ambassador Schwab in connection with their election to receive shares of FedEx’s common stock in lieu of all or a portion of their annual retainer fees, and (c) cash paid in lieu of fractional shares owed upon the accelerated vesting of the RSUs and related dividend equivalent rights granted to such director as part of his or her fiscal 2025 director compensation in connection with the Spin-Off ($349.45 for each director). See “— Outside Directors’ Compensation” above.

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(2)

Mr. Ramo and Ms. Griffith elected to receive 100% of their annual retainer ($140,000) in shares of FedEx’s common stock (591 shares each), and Ms. Davila, Ambassador Schwab, and Mr. Ellison elected to receive 50% of their annual retainer ($70,000) in shares of FedEx’s common stock (295 shares each). The number of shares received was determined by dividing the dollar amount of the retainer to be paid in shares by the fair market value of our common stock on September 29, 2025 ($236.885), rounded down to the nearest whole share.

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(3)

On September 29, 2025, each outside director elected at the 2025 annual meeting received 823 RSUs. The grant date fair value of each such RSU was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 and is set forth in this column. Assumptions used in the calculation of these amounts are included in note 9 to our audited consolidated financial statements for the fiscal year ended May 31, 2026, included in our Annual Report on Form 10-K for fiscal 2026. RSUs granted to the outside directors generally vest fully one year after the grant date (or the date of the next annual meeting of stockholders, if earlier), and accrue dividend equivalent rights, which are reinvested in additional RSUs. In connection with the Spin-Off, the vesting of the RSUs, including accrued dividend equivalents, was accelerated to May 13, 2026.

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Corporate Governance Matters – Directors’ Compensation

(4)

Prior to fiscal 2024, non-employee directors received stock options as part of FedEx’s director compensation program. In connection with the Spin-Off, the vesting of all RSUs was accelerated, and therefore no RSUs were outstanding at May 31, 2026. The following table sets forth the aggregate number of outstanding stock options held by each current or former non-employee director who served during fiscal 2026, as of May 31, 2026:

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(a)

In connection with the Spin-Off, the vesting of outstanding RSUs held by non-employee directors was accelerated to May 13, 2026.

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(5)

SEC rules require perquisites and other personal benefits having a total value over $10,000 to be reported in the “All Other Compensation” column. Amounts included in the “All Other Compensation” column above for Ms. Davila include family corporate travel ($6,798) in connection with attendance at a FedEx Board meeting and digital personal protection services ($4,000). No other director had perquisite and other personal benefits over $10,000.

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(6)

Ms. Davila served as a director during fiscal 2026 but resigned from the Board effective June 8, 2026.

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(7)

Mr. Gorman served as a director during fiscal 2026 but resigned from the Board effective June 1, 2026, following his appointment to the board of directors of FedEx Freight.

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Executive Compensation

 

Executive Compensation – 

Report of the Compensation and Human Resources Committee of the Board of Directors

Report of the Compensation and Human Resources Committee of the Board of Directors

The Compensation & HR Committee has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation & HR Committee recommended to the Board of Directors, and the Board approved, that the Compensation Discussion and Analysis be included in this proxy statement and in FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026.

Compensation and Human Resources Committee Members

Compensation Discussion and Analysis

In this section we discuss and analyze the compensation of our principal executive officer, principal financial officer, and our three other most highly compensated executive officers (the “named executive officers”) for the fiscal year ended May 31, 2026. For additional information regarding compensation of the named executive officers, see “—  Summary Compensation Table” and the other compensation-related tables and disclosure below.

Stockholder Engagement Focus — 2025 Say-on-Pay Advisory Vote Result

We have a long history of engaging with our stockholders and responding to their feedback. We value the perspectives of our investors and regularly engage with them regarding our business strategy, corporate governance, and executive compensation programs. The Compensation & HR Committee considers the feedback received through these discussions, together with the results of our annual advisory vote on executive compensation, in its ongoing review of our compensation philosophy, programs, and practices.

Stockholders have historically expressed strong support for our executive compensation program, with average Say-on-Pay support of approximately 91% from 2022 through 2024. Following the 63% support received for our 2025 Say-on-Pay proposal, the Compensation & HR Committee conducted extensive outreach to better understand stockholder perspectives and carefully considered that feedback in its evaluation of our executive compensation and governance practices.

Since the 2025 annual meeting, we reached out to stockholders representing approximately 40% of our outstanding shares and engaged with 25 different stockholders that collectively represented approximately 38% of our outstanding shares to solicit feedback on our compensation program, better understand the reasons behind the 2025 advisory vote on executive compensation outcome, and discuss potential changes to our executive compensation program for consideration by the Compensation & HR Committee. Our stockholder engagement effort included members of our Board, including R. Brad Martin, Executive Chairman and Chairman of the Board; Susan Patricia Griffith, our Lead Independent Director and Chair of the GSPP Committee; and/or Paul S. Walsh, Chair of our Compensation & HR Committee. These conversations also included members of management from our Human Resources, Investor Relations, and Legal teams.

Based on discussions with major stockholders, we believe the primary driver of last year’s vote was the separation package granted to Sriram Krishnasamy, who stepped down as Executive Vice President, Chief Digital and Information Officer and Chief Transformation Officer effective July 17, 2025, and separated from the Company on October 31, 2025.

In response to the 2025 executive compensation advisory vote and feedback received following engagement with stockholders, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved an Executive Severance Plan, which incorporates stockholder feedback and will govern all future separations with executive officers. The Executive Severance Plan provides:

A standardized and transparent framework for benefits received upon qualifying terminations;

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Executive Compensation  – Compensation Discussion and Analysis

Clearly defined, market competitive cash severance and equity treatment provisions upon qualifying terminations;

Greater consistency and predictability in executive separation benefits; and

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Alignment with the Company’s commitment to strong compensation governance and responsiveness to stockholder feedback.

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See page 68 below for additional information on the Executive Severance Plan.

Stockholder Feedback Related To Executive Compensation

We appreciate our stockholders’ willingness to share their views and preferences on our executive compensation programs. The Compensation & HR Committee and the Board of Directors will continue to engage with stockholders as part of the ongoing process of evaluating and optimizing the design, purposes, and direction of FedEx’s executive compensation programs. As has been our practice for many years, the Compensation & HR Committee will continue to consider the results from stockholder advisory votes to approve named executive officer compensation.

Executive Summary

Fiscal 2026 Business Performance

Fiscal 2026 marked one of the most significant years in FedEx’s history. We achieved strong financial and operational results alongside the execution of transformative strategic initiatives, continuing to unlock synergies and optimize the Company’s cost structure. We also completed the successful Spin-Off of FedEx Freight on June 1, 2026.

Revenue increased approximately 8% in fiscal 2026 primarily due to improved base yields for our package services, increased U.S. domestic package volumes, higher fuel surcharges and favorable exchange rates, partially offset by lower shipments at FedEx Freight. Operating income increased in fiscal 2026 primarily due to improved base yields for our package services, increased U.S. domestic package volumes and higher fuel surcharges, combined with the continued structural cost reductions from business optimization initiatives, including from structural cost savings initiatives commenced in prior years. Our ongoing network transformation, combined with a focus on structural cost reduction, enabled us to achieve over $1 billion in transformation-related savings.

 

Executive Compensation  – Compensation Discussion and Analysis​

During fiscal 2026, our financial results reflected the structural cost reductions from DRIVE, our comprehensive program to improve long-term profitability. DRIVE began in fiscal 2022 and is now a process that enables our ongoing business optimization plan to drive efficiency and lower costs. Consistent with its importance to our strategic objectives, DRIVE-related structural cost savings were a key performance metric under the fiscal 2026 AIC plan. Through continued execution of DRIVE and related transformation initiatives, FedEx delivered structural cost savings in excess of management’s publicly announced targets, improved profitability, and advanced its long-term operating margin expansion objectives.

The charts below provide a summary of our financial performance for fiscal 2026 and comparisons to fiscal 2025.

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*

Non-GAAP financial measures. Please refer to Appendix C for reconciliation to the most directly comparable measures calculated in accordance with GAAP.

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Our Named Executive Officers

The following table identifies the Company’s named executive officers for fiscal 2026.

​

(1)

As previously disclosed, Mr. Dietrich stepped down as Executive Vice President and Chief Financial Officer on June 1, 2026, following the completion of the Spin-Off, and separated from FedEx on July 31, 2026

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(2)

As previously disclosed, Mr. Krishnasamy stepped down as Executive Vice President, Chief Digital and Information Officer and Chief Transformation Officer effective July 17, 2025, and separated from FedEx on October 31, 2025.

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Executive Compensation  – Compensation Discussion and Analysis

Our Commitment to Pay and Performance Alignment

We have designed our compensation programs to align the pay of our senior executives with both our short-term and long-term financial results and the performance of our Company. Our standard compensation programs consist of base salary, Annual Incentive Compensation (“AIC”) and Long-Term Incentive (“LTI”) cash and equity compensation elements.

This variable compensation is “at risk” and directly dependent upon the achievement of corporate financial-performance goals and stock price appreciation. In fiscal 2026, 69% of the Chief Executive Officer’s target Total Direct Compensation (“TDC”) consisted of variable, at-risk components. With respect to the other named executive officers (other than Mr. Krishnasamy who separated from FedEx in 2025), 60% to 67% of their fiscal 2026 target TDC consisted of variable, at-risk components.

*

For fiscal 2026, includes related tax payments for restricted stock awards

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Incentive Compensation Outcomes Aligned with Business Performance

Fiscal 2026 was a significant and transformative year for FedEx, characterized by significant progress against our transformation initiatives, strong adjusted consolidated operating income performance, and substantial structural cost reductions. Despite challenging macroeconomic and industry conditions, FedEx delivered above-target performance under both its annual and long-term incentive programs. Consistent with our pay-for-performance philosophy, compensation outcomes reflected this performance while maintaining a significant emphasis on long-term value creation and stockholder alignment.

Highlights of pay outcomes related to fiscal 2026 performance:

Annual incentive payouts reflected strong fiscal 2026 performance. The fiscal 2026 AIC plan was tied to adjusted consolidated operating income (50%), incremental structural cost reduction benefits from DRIVE and Network 2.0 (25%), and on-time enterprise service performance (excluding FedEx Freight) (25%). Strong operating results and significant structural cost savings resulted in above-target performance and corresponding above-target payouts.

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Long-term incentive payouts were earned based on sustained performance over three fiscal years. Payouts under the FY24-FY26 LTI cash plan were based on achievement of adjusted aggregate EPS (50%), ROIC growth (25%), and relative TSR (25%) goals. Strong performance across all three metrics, particularly in fiscal 2026, resulted in above-target achievement.

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One-time, special cash bonus pool for eligible managing directors and officers. In addition to our annual AIC and LTI programs, the Board recognized that FedEx’s exceptional fiscal 2026 performance was driven by the collective efforts of a broad leadership team across FedEx. In recognition of the significant contributions of approximately 1,100 eligible managing directors and officers, the Board, upon the recommendation of the Compensation & HR Committee, approved a one-time special cash bonus pool to recognize the leadership, execution, and extraordinary results achieved through the successful advancement of the Company’s transformation and strategic initiatives that extended beyond the outcomes reflected in the annual AIC and LTI programs despite challenging macroeconomic and industry conditions.

​

 

Executive Compensation  – Compensation Discussion and Analysis​

Equity Incentive Industry Leadership Program

In June 2025, the Board, upon the recommendation of the Compensation & HR Committee, approved the Equity Incentive Industry Leadership Program to support the continued execution of FedEx’s strategy and reinforce a distinct, multi-year transformation objective. The program links compensation to sustained operating margin expansion through fiscal 2028 — a key measure of successful transformation execution and long-term value creation that extends beyond the objectives and performance periods of FedEx’s annual and long-term incentive programs. Approximately 80 senior vice presidents and above participated in the program, establishing broad-based alignment around this critical strategic objective.

The Equity Incentive Industry Leadership Program consisted of one-time grants of restricted stock and PSUs. The restricted stock awards are intended to support leadership continuity over a sustained period of time, while the PSUs vest based on the achievement of significant adjusted operating margin expansion through fiscal 2028, directly aligning executive rewards with long-term stockholder value creation.

The Compensation & HR Committee and the Board considered the following key factors when designing the Equity Incentive Industry Leadership Program:

Focus on operating margin expansion at Federal Express Corporation, excluding the FedEx Freight segment, a key measure of the successful execution of FedEx’s transformation strategy and long-term value creation.

​

Strong pay-for-performance, with participants realizing value only if FedEx achieves meaningful adjusted operating margin improvement over a 3-year period relative to fiscal 2025 performance levels.

​

Alignment with stockholders, denominating and paying awards in shares, with value rising and falling with share price over a multi-year period.

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Transition Year (“TY”) 2026 Compensation Plans

To facilitate the transition to a calendar-year fiscal year and align FedEx’s compensation program with its future fiscal calendar, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved a Transition Year 2026 Annual Incentive Compensation Plan (“TY 2026 AIC Plan”) and Transition Year 2026 Equity Incentive Compensation Plan (“TY 2026 Equity Plan”).

The Compensation & HR Committee designed the TY 2026 compensation programs to maintain continuity in FedEx’s pay-for-performance philosophy while reflecting the abbreviated seven-month performance period. Annual incentive opportunities and equity award values are proportionate to the shortened performance period.

The Committee determined that stock options and restricted stock units (“RSUs”) provided an appropriate transitional long-term incentive structure that preserved alignment with stockholder interests while avoiding overlap with existing long-term incentive plan performance cycles during the fiscal-year transition.

TY 2026 AIC Plan: Adopted a simplified seven-month annual incentive plan weighted 90% adjusted consolidated operating income and 10% on-time enterprise service performance, with prorated incentive opportunities.