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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

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 21, 2023

 

 

FedEx Corporation

(Exact name of registrant as specified in its charter)

 

 

Commission File Number 1-15829

 

Delaware   62-1721435
(State or other jurisdiction
of incorporation)		  

(IRS 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange

on which registered

Common Stock, par value $0.10 per share   FDX   New York Stock Exchange
0.450% Notes due 2025   FDX 25A   New York Stock Exchange
1.625% Notes due 2027   FDX 27   New York Stock Exchange
0.450% Notes due 2029   FDX 29A   New York Stock Exchange
1.300% Notes due 2031   FDX 31   New York Stock Exchange
0.950% Notes due 2033   FDX 33   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by FedEx Corporation (the “Company”) with the U.S. Securities and Exchange Commission on September 22, 2023 (the “Original Form 8-K”). The Original Form 8-K was filed to report the results of the Company’s 2023 Annual Meeting of Stockholders held on September 21, 2023 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to the frequency of future stockholder advisory votes regarding the compensation of the Company’s named executive officers. Except as set forth herein, no other changes have been made to the Original Form 8-K.

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

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

Consistent with the recommendation of the Company’s Board of Directors, a majority of the votes at the Annual Meeting were cast in favor of conducting future advisory votes on executive compensation on an annual basis. In light of these results, the Board of Directors has determined to hold an annual stockholder advisory vote on executive compensation until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than FedEx’s annual meeting of stockholders in 2029.

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: December 11, 2023     By:  

/s/ Mark R. Allen

      Mark R. Allen
      Executive Vice President,
      General Counsel and Secretary
v3.23.3
Document and Entity Information
Sep. 21, 2023
Document And Entity Information [Line Items]  
Entity Registrant Name FEDEX CORP
Amendment Flag true
Entity Central Index Key 0001048911
Document Type 8-K/A
Document Period End Date Sep. 21, 2023
Entity File Number 1-15829
Entity Incorporation State Country Code DE
Entity Tax Identification Number 62-1721435
Entity Address, Address Line One 942 South Shady Grove Road
Entity Address, City or Town Memphis
Entity Address, State or Province TN
Entity Address, Postal Zip Code 38120
City Area Code (901)
Local Phone Number 818-7500
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Description This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by FedEx Corporation (the “Company”) with the U.S. Securities and Exchange Commission on September 22, 2023 (the “Original Form 8-K”). The Original Form 8-K was filed to report the results of the Company’s 2023 Annual Meeting of Stockholders held on September 21, 2023 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to the frequency of future stockholder advisory votes regarding the compensation of the Company’s named executive officers. Except as set forth herein, no other changes have been made to the Original Form 8-K.
Common Stock Par Value Zero Point One Zero Per Share [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, par value $0.10 per share
Trading Symbol FDX
Security Exchange Name NYSE
Zero Point Four Five Zero Percentage Notes Due Two Thousand Twenty Five [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 0.450% Notes due 2025
Trading Symbol FDX 25A
Security Exchange Name NYSE
One Point Six Two Five Percentage Notes Due Two Thousand Twenty Seven [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 1.625% Notes due 2027
Trading Symbol FDX 27
Security Exchange Name NYSE
Zero Point Four Five Zero Percentage Notes Due Two Thousand Twenty Nine [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 0.450% Notes due 2029
Trading Symbol FDX 29A
Security Exchange Name NYSE
One Point Three Zero Zero Percentage Notes Due Two Thousand Thirty One [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 1.300% Notes due 2031
Trading Symbol FDX 31
Security Exchange Name NYSE
Zero Point Nine Five Zero Percentage Notes Due Two Thousand Thirty Three [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 0.950% Notes due 2033
Trading Symbol FDX 33
Security Exchange Name NYSE
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