UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | FedEx’s annual meeting of stockholders was held on September 28, 2026. |
| (b) | The stockholders took the following actions at the annual meeting: |
Proposal 1: The stockholders elected eleven directors, each of whom will hold office until the annual meeting of stockholders to be held on April 26, 2027 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:
| Nominee | Votes For |
Votes Against |
Abstentions | Broker Non-Votes | ||||||
| Mark A. Edmunds | 184,768,952 | 1,374,502 | 177,476 | 20,515,766 | ||||||
| Marvin R. Ellison | 177,814,715 | 8,343,394 | 162,821 | 20,515,766 | ||||||
| Susan Patricia Griffith | 173,753,745 | 12,397,973 | 169,212 | 20,515,766 | ||||||
| R. Brad Martin | 180,574,798 | 5,570,074 | 176,058 | 20,515,766 | ||||||
| Nancy A. Norton | 185,919,066 | 221,798 | 180,066 | 20,515,766 | ||||||
| Frederick P. Perpall | 182,391,435 | 3,619,673 | 309,822 | 20,515,766 | ||||||
| Joshua Cooper Ramo | 179,223,977 | 6,922,425 | 174,528 | 20,515,766 | ||||||
| Susan C. Schwab | 178,192,942 | 7,958,067 | 169,921 | 20,515,766 | ||||||
| Richard W. Smith | 176,025,528 | 10,127,974 | 167,428 | 20,515,766 | ||||||
| Rajesh Subramaniam | 184,726,526 | 1,417,606 | 176,798 | 20,515,766 | ||||||
| Paul S. Walsh | 173,605,133 | 12,552,036 | 163,761 | 20,515,766 |
Proposal 2: The compensation of FedEx’s named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
| · | 168,894,051 votes for (90.6% of the voted shares) |
| · | 16,659,998 votes against (8.9% of the voted shares) |
| · | 766,881 abstentions (0.4% of the voted shares) |
| · | 20,515,766 broker non-votes |
Proposal 3: The Audit and Finance Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the transition period from June 1, 2026 through December 31, 2026 was ratified by stockholders. The tabulation of votes on this matter was as follows:
| · | 195,099,819 votes for (94.3% of the voted shares) |
| · | 11,573,499 votes against (5.6% of the voted shares) |
| · | 163,378 abstentions (0.1% of the voted shares) |
| · | There were no broker non-votes for this item. |
Proposal 4: A stockholder proposal regarding an independent board chair was not approved by stockholders. The tabulation of votes on this matter was as follows:
| · | 72,957,240 votes for (39.2% of the voted shares) |
| · | 112,362,887 votes against (60.3% of the voted shares) |
| · | 1,000,803 abstentions (0.5% of the voted shares) |
| · | 20,515,766 broker non-votes |
Proposal 5: A stockholder proposal regarding a lower threshold to call a special meeting was not approved by stockholders. The tabulation of votes on this matter was as follows:
| · | 27,824,490 votes for (14.9% of the voted shares) |
| · | 157,791,908 votes against (84.7% of the voted shares) |
| · | 704,532 abstentions (0.4% of the voted shares) |
| · | 20,515,766 broker non-votes |
Proposal 6: A stockholder proposal regarding a report on risks related to distributing abortion drugs was not approved by stockholders. The tabulation of votes on this matter was as follows:
| · | 2,067,079 votes for (1.1% of the voted shares) |
| · | 179,575,057 votes against (96.4% of the voted shares) |
| · | 4,678,794 abstentions (2.5% of the voted shares) |
| · | 20,515,766 broker non-votes |
SECTION 8. OTHER EVENTS.
Item 8.01. Other Events.
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx’s updated compensation arrangements with outside directors.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description |
| 99.1 | Compensation Arrangements with Outside Directors. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FedEx Corporation | ||
| Date: September 29, 2026 | By: | /s/ Gina F. Adams |
| Gina F. Adams | ||
| Executive Vice President, General Counsel and Secretary | ||