01—Abstract
Summary
Summary of the 8-K filed September 24, 2024. Cited figures are marked; the original filing is the authoritative source.
FedEx's annual stockholder meeting on September 23, 2024 approved all management proposals and rejected all stockholder proposals.
Stockholders adopted an amendment to the Third Amended and Restated Certificate of Incorporation that permits exculpation from personal liability for certain officers to the extent Delaware law allows. FedEx filed the Certificate of Amendment with the Delaware Secretary of State on September 24, 2024, and it took effect immediately. Stockholders also approved removing the "pass-through voting" provision from the charter of Federal Express Corporation, a subsidiary.
The amendment received 72.1%a of outstanding shares in favor, which is the threshold relevant to charter changes, and the vote carried. All 14 director nominees were elected, each receiving more votes for than against. Stockholders approved the advisory say-on-pay proposal with 90.6% of voted shares, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending May 31, 2025 with 96.2% of voted shares.
Support for the five stockholder proposals was weak. The Just Transition report received 22.3%b, a proposal requiring non-binding approval of certain bylaw amendments received 1.7%, and the lobbying alignment report received 20.3%. The filing also includes Exhibit 99.1, which reports that the Board and its Compensation and Human Resources Committee made no changes to outside director pay in their September 2024 annual review.
The annual retainer remains $140,000,c with the same chairperson and Vice Chairman/Lead Independent Director fees, and new directors elected at the 2024 meeting receive RSUs with a $195,000 target value that vest in one year. For investors, the filing is largely governance housekeeping with no direct financial impact disclosed.
02—Key points
Key Highlights
- Stockholders approved a charter amendment permitting exculpation from personal liability for certain officers as allowed under Delaware law, effective September 24, 2024.
- All 14 director nominees were elected, each receiving more votes for than against, and the board's annual meeting results show broad support for incumbents.
- Say-on-pay was approved with 90.6% of voted shares in favor, indicating solid support for named executive officer compensation.
- Ernst & Young LLP was ratified as independent registered public accounting firm for the fiscal year ending May 31, 2025, with 96.2% of voted shares in favor.
- Stockholders approved removing the "pass-through voting" provision from the Federal Express Corporation charter, a subsidiary governance change.
- All five stockholder proposals failed, with support ranging from 1.7% to 22.3% of voted shares, including proposals on a Just Transition report, bylaw approval requirements, and lobbying alignment with carbon-neutral goals.
- Outside director compensation was unchanged for 2024: $140,000 annual retainer, $195,000 target-value RSU grant, and unchanged committee and lead director fees.
03—Questions
Frequently Asked Questions
What did stockholders approve regarding officer liability?
Stockholders approved an amendment to FedEx's Certificate of Incorporation that exculpates certain officers from personal liability to the extent permitted under Delaware law. The Certificate of Amendment was filed on September 24, 2024 and became effective immediately. Officers are protected from certain personal monetary liability for breaches of duty of care, but not for other categories of misconduct that Delaware law excludes.
Did stockholders support the company's executive pay and auditor?
Yes. The advisory say-on-pay proposal received 174,470,045 votes for (90.6% of voted shares) and 17,658,415 against. Ernst & Young LLP was ratified as auditor for fiscal 2025 with 207,561,794 votes for (96.2% of voted shares). Both results indicate strong stockholder support.
Did any stockholder proposals pass?
No. All five stockholder proposals were rejected. The Just Transition report received 22.3% of voted shares, the bylaw approval proposal received 1.7%, and the lobbying alignment report received 20.3%. The filing does not show the remaining two proposals' vote percentages in a way that changes this conclusion, and all were defeated.
Did FedEx change how outside directors are paid?
No. The Board's September 2024 annual review approved no changes. Outside directors continue to receive a $140,000 annual retainer, which they may take in cash, stock, or a 50/50 split. Committee chair fees are $30,000 for Audit and Finance, $25,000 for Compensation and Human Resources, and $20,000 for the other committee chairs. The Vice Chairman and Lead Independent Director receive an additional $30,000. Newly elected directors at the 2024 meeting receive a $195,000 target-value RSU grant that vests in one year.
Does this filing have a direct financial impact on FedEx?
The filing discloses no direct financial results, earnings impact, or capital changes. It covers governance matters including officer liability protections, director elections, auditor ratification, and director compensation policy. Investors should view it mainly as a governance update, with the director pay and liability changes as the most relevant items for corporate oversight.
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