Summary
FedEx Corporation (FDX) filed an 8-K on January 28, 2019, detailing two significant corporate governance and compensation adjustments. Firstly, David J. Bronczek, President and Chief Operating Officer, was elected to the Board of Directors, increasing its size to 13 members. This appointment is effective immediately and is for a term expiring at the September 2019 annual meeting. Mr. Bronczek will not receive additional compensation for his director role. Secondly, the Board approved the exclusion of several specific items from fiscal 2019 earnings for the calculation of annual and long-term incentive plans. These exclusions aim to ensure that incentive payouts more accurately reflect the company's core financial performance by removing the impact of items such as lawsuit settlements, employee buyout programs, customs matters, and tax adjustments. Additionally, the target objective for the 2019 Annual Incentive Compensation Plan was recalibrated to align with the fiscal 2019 business plan, reflecting cost-reduction initiatives in response to challenging business conditions.
Key Highlights
- 1David J. Bronczek, COO, appointed to the Board of Directors, effective January 28, 2019.
- 2Board of Directors size increased to 13 members.
- 3Bronczek's directorship term expires at the September 2019 annual meeting.
- 4No additional compensation for Mr. Bronczek's director role.
- 5Certain items excluded from fiscal 2019 earnings for incentive plan calculations to reflect core performance.
- 6Excluded items include lawsuit settlements, voluntary buyout program costs, customs matter reversals, and tax liability adjustments.
- 72019 Annual Incentive Compensation Plan target objective modified to align with the business plan, reflecting cost-reduction efforts.