8-KLeadership ChangesShareholder MattersOther Events+1

FEDEX CORP 8-K Report, Executive Changes (Sep 26, 2016)

Filed September 26, 2016For Securities:FDX

Summary

This Form 8-K filing by FedEx Corporation (FDX) on September 26, 2016, primarily reports on executive-level changes and the outcomes of its annual stockholder meeting. Notably, T. Michael Glenn, Executive Vice President – Market Development & Corporate Communications, announced his retirement effective December 31, 2016. The company also announced that David J. Bronczek is slated to become President and Chief Operating Officer of FedEx effective January 1, 2018, while Frederick W. Smith will continue as Chairman and CEO. Bronczek's background and personal use of corporate aircraft, which he reimbursed FedEx for, were also detailed. The filing also includes the results of FedEx's annual meeting of stockholders held on September 26, 2016. Key outcomes include the election of twelve directors, advisory approval of executive compensation, ratification of Ernst & Young LLP as the independent auditor, and the rejection of several stockholder proposals related to lobbying activities, majority voting, and non-discrimination policies. Overall, the report signals a planned leadership transition and reaffirms strong stockholder support for the company's existing governance and compensation practices.

Key Highlights

  • 1T. Michael Glenn, Executive Vice President – Market Development & Corporate Communications, to retire effective December 31, 2016.
  • 2David J. Bronczek appointed to President and Chief Operating Officer of FedEx, effective January 1, 2018.
  • 3Frederick W. Smith will continue in his roles as Chairman of the Board and Chief Executive Officer.
  • 4David J. Bronczek's personal use of corporate aircraft in fiscal 2016 resulted in a payment of $179,417 to FedEx.
  • 5Twelve directors were elected at the annual stockholder meeting, all receiving majority support.
  • 6Stockholders provided advisory approval for the compensation of named executive officers with approximately 95.3% of voted shares in favor.
  • 7The appointment of Ernst & Young LLP as the independent auditor for fiscal year ending May 31, 2017, was ratified by stockholders.

Frequently Asked Questions

The filing announces the upcoming retirement of T. Michael Glenn, Executive Vice President – Market Development & Corporate Communications, effective December 31, 2016. It also details the planned appointment of David J. Bronczek as President and Chief Operating Officer of FedEx, effective January 1, 2018, with Frederick W. Smith remaining Chairman and CEO.

No, all stockholder proposals presented at the annual meeting were not approved by the stockholders. These proposals covered topics such as lobbying activities and expenditures, adoption of simple majority vote counting, implementation of the Holy Land Principles, and a report on non-discrimination policies.

The compensation of FedEx's named executive officers was approved on an advisory basis by stockholders. Approximately 95.3% of the voted shares were cast in favor of the compensation plan.

The filing discloses that David J. Bronczek paid FedEx $179,417 in fiscal 2016 for personal use of corporate aircraft, consistent with FedEx's policy requiring officers to pay twice the cost of fuel plus applicable taxes and fees. This transaction was reviewed and deemed to be in the best interests of FedEx and its stockholders by the Nominating & Governance Committee.