Summary
FedEx Corporation filed an 8-K report on September 28, 2011, detailing key outcomes from its annual stockholders meeting held on September 26, 2011. The most significant corporate governance change announced is the approval of an amendment to the Certificate of Incorporation and Bylaws, empowering stockholders holding 20% or more of the company's common stock to call a special meeting. This action effectively grants shareholders a greater voice in corporate decision-making and oversight, a move that may be viewed positively by activist investors. In addition to governance changes, the report confirms the election of all twelve directors with a strong majority of votes cast in favor of each nominee. Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the upcoming fiscal year. The meeting also included advisory votes on executive compensation, where the "say-on-pay" proposal received substantial support, and a majority of votes favored holding this advisory vote annually.
Key Highlights
- 1Stockholders approved an amendment allowing holders of 20% or more of common stock to call special meetings, enhancing shareholder rights.
- 2All twelve incumbent directors were re-elected to the Board with a significant majority of votes cast for each nominee.
- 3The appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending May 31, 2012, was ratified.
- 4An advisory vote on the compensation of named executive officers was approved by stockholders with 96.3% of voted shares in favor.
- 5Stockholders voted in favor of holding an annual advisory vote on executive compensation, with 91.5% favoring an annual frequency.
- 6A stockholder proposal to require an independent Chairman of the Board was not approved, with 62.6% of voted shares against it.
- 7A stockholder proposal requesting disclosure of political contributions was also not approved, receiving only 23.4% of voted shares in favor.