8-KCorporate ChangesExhibits & Filings

FEDEX CORP 8-K Report, Bylaw Amendment (Mar 15, 2017)

Filed March 15, 2017For Securities:FDX

Summary

This Form 8-K filing by FedEx Corporation on March 15, 2017, details amendments approved by the Board of Directors to the company's Amended and Restated Bylaws, effective March 13, 2017. The primary purpose of these amendments is to clarify and update existing provisions related to corporate governance and stockholder meetings. Key changes include explicitly granting the company authority to postpone, reschedule, or cancel stockholder meetings (with certain exceptions), empowering the chairman of any meeting to adjourn it, and providing the Board with the ability to adopt rules for meeting conduct. These updates also reflect recent changes in Delaware law and align the Bylaws with the company's certificate of incorporation and corporate governance guidelines. While these changes are primarily procedural and housekeeping in nature, they aim to enhance the clarity and flexibility of FedEx's corporate governance framework.

Key Highlights

  • 1FedEx Corporation amended its Amended and Restated Bylaws, effective March 13, 2017.
  • 2The amendments grant the company explicit authority to postpone, reschedule, or cancel annual or special meetings of stockholders, with an exception for meetings called by stockholder request.
  • 3The chairman of any stockholders' meeting is now expressly authorized to adjourn the meeting.
  • 4The Board of Directors, in addition to the chairman, may adopt rules for the conduct of stockholder meetings.
  • 5Provisions regarding written notice requirements for meetings were updated to align with Delaware law and company governing documents.
  • 6The Bylaws were updated to reflect recent changes in Delaware corporate law.
  • 7Several ministerial and clarifying changes were made throughout the Bylaws.

Frequently Asked Questions

The main purpose of these bylaw amendments is to provide greater clarity, flexibility, and to update FedEx Corporation's governance procedures, particularly concerning stockholder meetings, and to align with current Delaware law.

The amendments explicitly state that the company's authority to postpone, reschedule, or cancel meetings does not apply to special meetings called pursuant to a stockholder special meeting request. This suggests your right to call a special meeting under specific circumstances remains unaffected by this particular amendment.

Yes, the amendments provide FedEx with explicit authority to postpone, reschedule, or cancel stockholder meetings, offering the company more flexibility in managing meeting schedules. However, specific instances would likely be communicated to shareholders.

These bylaw amendments are primarily procedural and related to corporate governance. They do not appear to have any direct financial implications or impact the company's financial statements.