8-KCorporate ChangesExhibits & Filings

FEDEX CORP 8-K Report, Bylaw Amendment (Mar 7, 2016)

Filed March 7, 2016For Securities:FDX

Summary

This Form 8-K filing by FedEx Corporation on March 7, 2016, primarily announces amendments to its Amended and Restated Bylaws. The most significant change is the adoption of a "proxy access" provision, allowing eligible long-term shareholders meeting specific ownership thresholds (3% for at least three years) to nominate director candidates and have them included in the company's proxy materials. This provision enables up to two individuals or 20% of the Board, whichever is greater, to be nominated under these conditions. In addition to proxy access, FedEx also made conforming changes to other bylaws related to special meetings, advance notice for stockholder business, and nominations at annual meetings. Furthermore, the company enhanced its indemnification provisions to expressly permit covered individuals to recover expenses in successful legal actions against FedEx related to indemnification claims and extended contractual indemnification rights. These updates reflect a move towards greater shareholder engagement in director nominations and strengthened protections for company insiders.

Key Highlights

  • 1FedEx adopted a proxy access bylaw, enabling significant shareholders (3% ownership for 3+ years) to nominate directors for inclusion in proxy materials.
  • 2The proxy access provision allows for the nomination of up to two directors or 20% of the Board, whichever is greater.
  • 3Conforming amendments were made to bylaws concerning special meetings and advance notice requirements for shareholder business and nominations.
  • 4The company strengthened its indemnification provisions for directors and officers.
  • 5Express authorization was added for covered individuals to recover legal expenses if successful in claims against FedEx for indemnification or advancement of expenses.
  • 6Contractual indemnification rights were extended to all persons covered by the indemnification provisions.

Frequently Asked Questions

Proxy access is a bylaw provision that allows eligible long-term shareholders (owning at least 3% of FedEx stock for a minimum of three years) to nominate their own candidates for the Board of Directors and have those nominees included in the company's official proxy statement and ballot. This is significant because it provides shareholders with a more direct and potentially less costly mechanism to influence board composition and corporate governance.

To utilize the proxy access provision, a shareholder or group of shareholders must collectively own at least 3% of FedEx's outstanding voting stock continuously for at least three years. They must also meet other requirements detailed within the amended bylaws concerning the nomination process and the nominee themselves.

FedEx also made conforming changes to other sections of its bylaws. These include refinements to provisions governing special meetings, the advance notice required for shareholders to bring business or nominate directors at annual meetings, and the definition of a 'contested election meeting'. Additionally, the indemnification provisions were enhanced to better protect and compensate directors and officers.

The updated indemnification provisions offer stronger protections. They explicitly allow covered individuals to recover legal expenses if they are successful in a lawsuit against FedEx related to a claim for indemnification or advancement of expenses. This provides greater financial security and assurance for individuals serving in leadership roles.