Summary
FedEx Corp. held its annual stockholder meeting on September 27, 2021, where several key proposals were voted upon. All eleven director nominees were elected with a majority of "for" votes. The compensation of named executive officers was approved on an advisory basis, and the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2022 was ratified. Importantly, stockholders approved a proposal requiring an annual report on lobbying activities and expenditures, and another requiring stockholder approval for certain executive severance packages exceeding 2.99 times base salary and target bonus. Conversely, three stockholder proposals did not pass: one seeking an independent Chairman of the Board, another requesting a report on the alignment of corporate values and electioneering contributions, and a third asking for a report on policies reinforcing racism in corporate culture. The company also updated its compensation arrangements with outside directors, as detailed in an exhibit.
Key Highlights
- 1All 11 director nominees were elected with strong "for" vote majorities.
- 2Stockholders approved an advisory vote on executive compensation, with 76.4% voting in favor.
- 3The appointment of Ernst & Young LLP as the independent auditor for FY2022 was overwhelmingly ratified (98.7% "for").
- 4A significant stockholder-approved proposal mandates an annual report on FedEx's lobbying activities and expenditures (62.2% "for").
- 5Stockholders also approved a proposal requiring their approval for executive severance packages exceeding 2.99x base salary + target bonus (58.4% "for").
- 6A proposal for an independent Chairman of the Board failed to gain majority support (39.4% "for").
- 7Stockholder proposals concerning electioneering contributions and reports on corporate culture reinforcing racism were also not approved.