8-KCorporate ChangesExhibits & Filings

FEDEX CORP 8-K Report, Bylaw Amendment (Mar 15, 2011)

Filed March 15, 2011For Securities:FDX

Summary

This 8-K filing by FedEx Corporation on March 14, 2011, primarily announces an amendment to its corporate bylaws. The most significant change is the adoption of a "forum selection" clause, designating the Court of Chancery of the State of Delaware as the exclusive venue for specific types of legal actions involving the company and its stockholders. This includes derivative lawsuits and claims concerning fiduciary duties, Delaware corporate law, and internal affairs. This amendment aims to centralize legal disputes related to FedEx's internal governance within a single, specialized court system. For investors, this means that any legal challenges brought against the company's directors or officers, or concerning the company's internal affairs, will likely need to be filed in Delaware, potentially streamlining litigation and reducing the risk of inconsistent rulings across different jurisdictions. The amendment also requires stockholders to acknowledge and consent to this provision.

Key Highlights

  • 1FedEx Corporation amended its Amended and Restated Bylaws on March 14, 2011.
  • 2The primary amendment establishes the Court of Chancery of the State of Delaware as the exclusive forum for specific legal actions.
  • 3Covered actions include derivative lawsuits, breach of fiduciary duty claims, and claims arising under Delaware General Corporation Law.
  • 4This forum selection provision applies to actions governed by the internal affairs doctrine.
  • 5The amendment requires all shareholders to consent to this exclusive forum selection by acquiring shares.
  • 6The change aims to provide a consistent and predictable legal environment for corporate governance disputes.
  • 7The filing also includes minor renumbering of existing bylaw sections.

Frequently Asked Questions

The main purpose is to designate the Court of Chancery of the State of Delaware as the exclusive venue for certain legal actions concerning FedEx Corporation and its stockholders. This includes derivative lawsuits and claims related to fiduciary duties and internal corporate affairs.

By acquiring FedEx stock, shareholders are deemed to have notice of and consent to the provision that legal disputes of the specified types must be brought in Delaware's Court of Chancery. This centralizes litigation and may impact where shareholders can pursue legal action against the company or its management.

The clause covers derivative actions brought on behalf of FedEx, claims of breach of fiduciary duty by directors or officers, claims arising under the Delaware General Corporation Law, and claims governed by the internal affairs doctrine.

The filing also includes minor renumbering of sections within Article VII of the Amended and Restated Bylaws, specifically re-designating Article VII, Section 10 as Section 11, Section 11 as Section 12, and adding a new Section 10 for the forum selection clause.