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8-K - FORM 8-K - FEDEX CORPd33389d8k.htm

Exhibit 99.1

Compensation Arrangements with Outside Directors

In September 2015, the Board of Directors and its Compensation Committee conducted their annual review of non-management (outside) director compensation and approved an increase in the annual retainer from $111,000 to $120,000, but no change in the committee chairperson fees.

Accordingly, outside directors are now paid an annual retainer of $120,000. Chairpersons of the Compensation, Nominating & Governance and Information Technology Oversight Committees are paid an additional annual fee of $13,500. The Audit Committee chairperson is paid an additional annual fee of $22,500. In addition, each outside director who was elected at FedEx’s 2015 annual meeting received a stock option for 3,610 shares of FedEx common stock.

Any outside director who is elected to the Board after the 2015 annual meeting will receive the applicable pro rata portion of the annual retainer and stock option grant in connection with his or her election.

In response to stockholder demand letters, three special committees have been formed. Members of the special committees are paid $2,000 for each in-person meeting attended and $1,500 for each telephonic meeting attended.