01—Abstract
Summary
Summary of the 8-K filed March 12, 2026. Cited figures are marked; the original filing is the authoritative source.
FedEx Corporation (FDX) has filed an 8-K report detailing amendments to its FY25–FY27 and FY26–FY28 Long-Term Incentive (LTI) Plans, effective March 9, 2026.
These changes are primarily driven by two significant corporate events: the planned spin-off of FedEx Freight, expected on June 1, 2026, and the shift in FedEx's fiscal year-end from May 31 to December 31, effective June 1, 2026. The amendments adjust how performance is measured for these LTI plans to account for these upcoming changes. Specifically, the company will measure actual performance for each LTI plan through the end of the current fiscal year, FY26 (ending May 31, 2026), using the original performance goals.
For the remaining periods of these plans, target performance will be assumed. The final payouts will then be calculated using a weighted average of the actual FY26 performance and the assumed target performance for the subsequent periods. This approach aims to provide a fair compensation structure amidst significant operational and structural changes within the company.
02—Key points
Key Highlights
- FedEx amended its FY25–FY27 and FY26–FY28 Long-Term Incentive (LTI) Plans.
- Amendments are effective March 9, 2026.
- Key corporate events influencing these changes include the FedEx Freight spin-off (June 1, 2026) and the fiscal year-end change to December 31 (effective June 1, 2026).
- Performance for the LTI plans will be measured using actual results through the end of FY26 (May 31, 2026).
- Target performance will be assumed for the remaining portion of the LTI plan periods after FY26.
- Payouts will be a weighted average of actual FY26 performance and assumed target performance.
- These amendments apply to participants remaining with FedEx post-spin-off, including Named Executive Officers (NEOs).
03—Questions
Frequently Asked Questions
Why is FedEx changing its Long-Term Incentive Plans?
The amendments are necessitated by two major upcoming corporate events: the spin-off of FedEx Freight and the change of FedEx's fiscal year-end from May 31 to December 31, both effective June 1, 2026. These changes affect how performance under the LTI plans would normally be measured.
How will performance be measured under the new LTI plan structure?
Actual performance will be measured through the end of fiscal year 2026 (May 31, 2026) using the original performance goals. For the period after FY26 until the end of each LTI plan, target performance will be assumed. The final payout will be a weighted average of the actual FY26 performance and the assumed target performance.
Who is affected by these changes?
The amendments apply to all participants in the FY25–FY27 and FY26–FY28 LTI Plans who remain employees of FedEx following the spin-off of FedEx Freight. This includes the company's Named Executive Officers (NEOs).
Will the performance metrics or payout opportunities change?
Except for the adjusted measurement methodology due to the spin-off and fiscal year change, no other changes to the performance metrics or payout opportunities under the LTI Plans were made.
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