UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2013

 

 

FedEx Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-15829   62-1721435

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

942 South Shady Grove Road, Memphis, Tennessee   38120
                             (Address of principal executive offices)   (ZIP Code)

Registrant’s telephone number, including area code: (901) 818-7500

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment to Compensatory Plan: At the annual meeting of FedEx’s stockholders held on September 23, 2013, FedEx’s stockholders, upon the recommendation of the Board of Directors, approved an amendment to the FedEx Corporation 2010 Omnibus Stock Incentive Plan (as amended, the “Plan”) to authorize an additional 12,000,000 shares for issuance under the Plan (with an increase in the underlying limit on the number of shares available for incentive stock options by the same number of shares), of which no more than 2,000,000 shares may be issued as full-value awards.

A summary of the Plan was included as part of Proposal 3 in FedEx’s definitive proxy statement filed with the Securities and Exchange Commission on August 12, 2013. The summary of the Plan contained in the proxy statement is qualified by and subject to the full text of the Plan, which was included as Appendix B to the proxy statement and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

  (a) FedEx’s annual meeting of stockholders was held on September 23, 2013.

 

  (b) The stockholders took the following actions at the annual meeting:

Proposal 1: The stockholders elected eleven directors, each of whom will hold office until the annual meeting of stockholders to be held in 2014 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:

 

Nominee

   Votes
For
     Votes
Against
     Abstentions      Broker
Non-Votes
 

Frederick W. Smith

     246,402,859         5,040,016         1,644,411         26,725,569   

James L. Barksdale

     249,739,187         2,445,236         902,863         26,725,569   

John A. Edwardson

     250,950,131         1,196,468         940,687         26,725,569   

Shirley Ann Jackson

     228,726,019         23,270,942         1,090,325         26,725,569   

Steven R. Loranger

     247,030,366         5,111,187         945,733         26,725,569   

Gary W. Loveman

     246,950,731         5,185,237         951,318         26,725,569   

R. Brad Martin

     250,508,503         1,646,494         932,289         26,725,569   

Joshua Cooper Ramo

     249,647,415         2,486,145         953,726         26,725,569   

Susan C. Schwab

     246,669,334         5,494,567         923,385         26,725,569   

David P. Steiner

     247,008,489         5,128,636         950,161         26,725,569   

Paul S. Walsh

     243,058,472         9,092,497         936,317         26,725,569   

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:

 

 

241,554,297 votes for (95.4% of the voted shares)

 

 

10,328,710 votes against (4.1% of the voted shares)

 

 

1,204,279 abstentions (0.5% of the voted shares)

 

 

26,725,569 broker non-votes

 

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Proposal 3: An amendment to the Plan to authorize an additional 12,000,000 shares for issuance under the Plan (with an increase in the underlying limit on the number of shares available for incentive stock options by the same number of shares), of which no more than 2,000,000 shares may be issued as full-value awards, was approved by stockholders. The tabulation of votes on this matter was as follows:

 

 

237,780,941 votes for (94.0% of the voted shares)

 

 

14,239,750 votes against (5.6% of the voted shares)

 

 

1,066,595 abstentions (0.4% of the voted shares)

 

 

26,725,569 broker non-votes

Proposal 4: The Audit Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the fiscal year ending May 31, 2014 was ratified by stockholders. The tabulation of votes on this matter was as follows:

 

 

277,114,778 votes for (99.0% of the voted shares)

 

 

1,697,609 votes against (0.6% of the voted shares)

 

 

1,000,468 abstentions (0.4% of the voted shares)

 

 

There were no broker non-votes for this item

Proposal 5: A stockholder proposal requesting that the Board of Directors adopt a policy that the Chairman of the Board be an independent director was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

 

72,114,674 votes for (28.5% of the voted shares)

 

 

179,680,807 votes against (71.0% of the voted shares)

 

 

1,291,805 abstentions (0.5% of the voted shares)

 

 

26,725,569 broker non-votes

Proposal 6: A stockholder proposal requesting that the Board of Directors amend FedEx’s governing documents to allow stockholders to nominate candidates for Board membership and have those nominees included in FedEx’s proxy statement was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

 

15,891,445 votes for (6.3% of the voted shares)

 

 

235,744,262 votes against (93.1% of the voted shares)

 

 

1,451,579 abstentions (0.6% of the voted shares)

 

 

26,725,569 broker non-votes

 

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Proposal 7: A stockholder proposal requesting that the Board of Directors adopt a policy that in the event of a change in control of FedEx, there not be any acceleration of vesting of equity awards granted to senior executives was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

 

82,799,834 votes for (32.7% of the voted shares)

 

 

168,836,241 votes against (66.7% of the voted shares)

 

 

1,451,211 abstentions (0.6% of the voted shares)

 

 

26,725,569 broker non-votes

Proposal 8: A stockholder proposal requesting that the Board of Directors adopt a policy that FedEx’s equity compensation plans prohibit directors and senior officers who are compensated under those plans from engaging in hedging or pledging transactions involving FedEx shares issued under those plans was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

 

73,197,209 votes for (28.9% of the voted shares)

 

 

177,776,280 votes against (70.2% of the voted shares)

 

 

2,113,797 abstentions (0.8% of the voted shares)

 

 

26,725,569 broker non-votes

Proposal 9: A stockholder proposal requesting that FedEx publish a report, updated semi-annually, disclosing information about FedEx’s political contributions was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

 

51,604,721 votes for (20.4% of the voted shares)

 

 

151,449,147 votes against (59.8% of the voted shares)

 

 

50,033,418 abstentions (19.8% of the voted shares)

 

 

26,725,569 broker non-votes

Proposal 10: A stockholder proposal requesting that the Board of Directors implement a policy to better ensure consistent incorporation of FedEx’s corporate values into all FedEx political contribution decisions was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

 

8,981,027 votes for (3.5% of the voted shares)

 

 

203,728,572 votes against (80.5% of the voted shares)

 

 

40,377,687 abstentions (16.0% of the voted shares)

 

 

26,725,569 broker non-votes

 

4


Proposal 11: A stockholder proposal requesting that the Board of Directors amend FedEx’s governing documents to provide that all matters presented to stockholders be decided by a simple majority of the shares voted “for” or “against” an item was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

 

18,965,477 votes for (7.5% of the voted shares)

 

 

232,402,812 votes against (91.8% of the voted shares)

 

 

1,718,997 abstentions (0.7% of the voted shares)

 

 

26,725,569 broker non-votes

Other Matters: A stockholder proposal raised from the floor of the annual meeting requesting that the Board of Directors review FedEx’s sponsorship of FedExField, including the impact of ending that relationship, as part of a broader review of FedEx’s involvement in any actions or business relationships that may defame or discriminate against people on the basis of gender, race, ethnicity, nation, religion or culture was not approved by stockholders. The tabulation of votes on this matter was as follows:

 

 

221 votes for

 

 

253,087,065 votes against

 

 

0 abstentions

 

 

26,725,569 broker non-votes

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

Number

  

Description

10.1    FedEx Corporation 2010 Omnibus Stock Incentive Plan, as amended (included as Appendix B to FedEx Corporation’s definitive proxy statement filed with the Securities and Exchange Commission on August 12, 2013, Commission File No. 1-15829, and incorporated herein by reference).

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    FedEx Corporation
Date: September 24, 2013     By:  

/s/ Christine P. Richards

      Christine P. Richards
      Executive Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit

Number

  

Description

10.1    FedEx Corporation 2010 Omnibus Stock Incentive Plan, as amended (included as Appendix B to FedEx Corporation’s definitive proxy statement filed with the Securities and Exchange Commission on August 12, 2013, Commission File No. 1-15829, and incorporated herein by reference).

 

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