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FEDEX CORP 8-K Report, Shareholder Vote Results (Sep 29, 2026)

Reports
Shareholder Matters·Other Events·Exhibits & Filings
Filing Date
Filed September 29, 2026
Period End
September 28, 2026
Security
FDX
In the record · 2016–202610-K1210-Q318-K156

FDX filed 12 annual reports (10-K), 31 quarterly reports (10-Q) and 156 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Feb ’17Feb ’17
  2. Leadership change8-K · Sep ’19Sep ’19
  3. Leadership change8-K · Dec ’21Dec ’21
  4. Material agreement8-K · Nov ’25Nov ’25

01—Abstract

Summary

Summary of the 8-K filed September 29, 2026. Cited figures are marked; the original filing is the authoritative source.

FedEx's September 28, 2026 annual stockholder meeting produced routine outcomes on the board and auditor, with shareholder dissent on compensation.

All eleven director nominees were elected, and each received more votes for than against. Support was strongest for Nancy A. Norton and Mark A.

Edmunds and weakest for Paul S. Walsh and Susan Patricia Griffith, who each drew roughly 12.4 to 12.6 million against votes. Stockholders approved the advisory say-on-pay proposal with 90.6%a of voted shares in favor, and ratified Ernst & Young LLP as the independent registered public accounting firm for the transition period from June 1, 2026 through December 31, 2026, with 94.3% support.

The transition period reflects FedEx's fiscal year change. All three stockholder proposals failed. A proposal for an independent board chair received 39.2%b support, the highest of the three, and a proposal to lower the threshold for calling special meetings received 14.9%.

A proposal on reporting risks related to distributing abortion drugs received only 1.1%. The board's stance on these matters was therefore upheld, and the governance results do not signal a near-term shift in leadership structure or shareholder rights. Separately, the board completed its annual review of outside director pay and approved no change to the $140,000c annual retainer or to the Lead Independent Director and committee chair fees.

It did approve a $20,000d increase to the annual equity grant, which is now $215,000 in RSUs. For the transition period, the retainer, equity grant, and role-based fees will be prorated. The changes are modest and immaterial to FedEx's overall financial results.

02—Key points

Key Highlights

  1. All eleven director nominees were elected to serve until the April 26, 2027 annual meeting, each receiving more for votes than against votes.
  2. Advisory say-on-pay proposal approved with 90.6% of voted shares in favor, though 8.9% voted against.
  3. Ernst & Young LLP ratified as independent auditor for the June 1 to December 31, 2026 transition period, with 94.3% support, reflecting FedEx's fiscal year change.
  4. All three stockholder proposals failed: independent board chair (39.2% for), lower threshold to call special meetings (14.9% for), and report on abortion drug distribution risks (1.1% for).
  5. Outside director annual equity grant increased by $20,000 to $215,000; the $140,000 annual cash retainer and committee and Lead Independent Director fees are unchanged.
  6. Paul S. Walsh and Susan Patricia Griffith received the most against votes among directors (about 12.5 million and 12.4 million, respectively), though both were still comfortably elected.

03—Questions

Frequently Asked Questions

  1. Were all of FedEx's board nominees elected at the 2026 annual meeting?

    Yes. All eleven nominees were elected, each receiving more votes for than against. They will serve until the annual meeting scheduled for April 26, 2027, or until successors are elected and qualified.

  2. Did shareholders approve FedEx's executive pay?

    Yes. The advisory say-on-pay proposal passed with 90.6% of voted shares in favor, 8.9% against, and 0.4% abstaining. Because the vote is advisory, it does not bind the board, but the level of opposition is a signal to watch.

  3. Why is there a transition period from June 1 to December 31, 2026?

    The 8-K references a fiscal year change. Stockholders ratified Ernst & Young for the transition period, and director compensation is prorated for that same period, indicating FedEx is moving its fiscal year-end to December 31.

  4. Did the board change outside director compensation?

    Only partially. The annual retainer of $140,000 and the Lead Independent Director and committee chair fees were left unchanged, while the annual RSU equity grant rose by $20,000 to $215,000. Directors may take their retainer in cash, stock, or a 50/50 mix.

  5. Did any shareholder proposals pass?

    No. The proposals for an independent board chair, a lower threshold to call special meetings, and a report on abortion drug distribution risks were all not approved. The independent chair proposal came closest, with 39.2% support.

04—Continue

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