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8-KAccepted Sep 29, 5:06 PM ET

FedEx Corp Reports 2026 Annual Meeting Results; Directors Re‑elected

FDXFEDEX CORP

Accepted (ET)

5:06 PM

Sep 29, 2026

Filed

Sep 29, 2026

Documents

13

Size

359.5 KB

Summary

FedEx Corp Reports 2026 Annual Meeting Results; Directors Re‑elected

Updated

What Happened
FedEx Corp (FDX) filed an 8-K on Sept. 29, 2026 reporting results from its annual meeting of stockholders held Sept. 28, 2026. Eleven director nominees were re-elected (each received more “for” than “against” votes). Stockholders approved the advisory vote on named executive officer compensation and ratified Ernst & Young LLP as FedEx’s independent registered public accounting firm for the transition period (June 1–Dec. 31, 2026). Several shareholder proposals (independent board chair, lower special‑meeting threshold, report on abortion‑drug distribution risks) were not approved. The filing also attaches updated compensation arrangements for outside directors (Exhibit 99.1).

Key Details

  • Directors re-elected (each will serve until the April 26, 2027 annual meeting): Mark A. Edmunds; Marvin R. Ellison; Susan Patricia Griffith; R. Brad Martin; Nancy A. Norton; Frederick P. Perpall; Joshua Cooper Ramo; Susan C. Schwab; Richard W. Smith; Rajesh Subramaniam; Paul S. Walsh. Each nominee received more “for” than “against” votes; broker non‑votes = 20,515,766.
  • Advisory vote on executive compensation: 168,894,051 for (90.6% of voted shares), 16,659,998 against (8.9%), 766,881 abstentions; 20,515,766 broker non‑votes.
  • Ratification of Ernst & Young LLP for transition period: 195,099,819 for (94.3%), 11,573,499 against (5.6%), 163,378 abstentions; no broker non‑votes.
  • Shareholder proposals defeated: independent board chair (39.2% for), lower special‑meeting threshold (14.9% for), report on abortion‑drug distribution risks (1.1% for); the first and third items had 20,515,766 broker non‑votes.

Why It Matters
This 8-K confirms governance outcomes that affect board composition, oversight and near‑term auditor continuity—material items for investors evaluating corporate governance and audit continuity. The strong advisory approval for executive pay and the ratification of Ernst & Young provide clarity on management compensation posture and the firm’s auditor for the stated transition period. The failure of shareholder proposals signals that investors did not support changes to board leadership structure, special‑meeting rules, or the requested disclosure on abortion‑drug risks at this meeting. The updated outside director compensation (Exhibit 99.1) may affect future director cost and incentives.

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