Form 8-K - Current report

FedEx Corporation

Date: December 22, 2023

/s/ Mark R. Allen

Mark R. Allen

Executive Vice President, General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2023

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number 1-15829

Delaware

62-1721435

(State or other jurisdiction
of incorporation)

(IRS Employer

Identification No.)


942 South Shady Grove Road, Memphis, Tennessee		38120
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (901) 818-7500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	FDX	New York Stock Exchange
0.450% Notes due 2025	FDX 25A	New York Stock Exchange
1.625% Notes due 2027	FDX 27	New York Stock Exchange
0.450% Notes due 2029	FDX 29A	New York Stock Exchange
1.300% Notes due 2031	FDX 31	New York Stock Exchange
0.950% Notes due 2033	FDX 33	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of New Director

On December 22, 2023, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx” or the “Company”) elected Silvia Davila as a director, effective immediately. The Board also appointed Ms. Davila as a member of its Compensation and Human Resources and Cyber and Technology Oversight Committees. A copy of FedEx’s press release announcing Ms. Davila’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Ms. Davila was elected for a term expiring at the FedEx annual meeting of stockholders in 2024, at which time her continued Board service will be subject to renomination and stockholder approval. With the election of Ms. Davila, the size of the Board is now 14 members.

The Board has determined that Ms. Davila is independent and meets the applicable independence requirements of the New York Stock Exchange and the Board’s more stringent standards for determining director independence. There have been no transactions since the beginning of FedEx’s last fiscal year, and there are no currently proposed transactions, in which FedEx was or is to be a participant and in which Ms. Davila or any member of her immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

The selection of Ms. Davila was not pursuant to any arrangement or understanding between her and any other person.

Ms. Davila will be compensated in accordance with the previously disclosed compensation program for FedEx’s non-management (outside) directors. Accordingly, she received restricted stock units having a prorated target value of $146,250 and a prorated annual retainer payment of $105,000 upon her election to the Board.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

99.1		Press Release of FedEx Corporation dated December 22, 2023.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Silvia Davila, Regional President, Latin America, Danone S.A., Elected to FedEx Board of Directors

MEMPHIS, TN, December 22, 2023 — FedEx Corporation (NYSE: FDX) announced today that Silvia Davila has been elected to the FedEx Board of Directors.

Ms. Davila serves as the regional president of Latin America for Danone S.A., where she is responsible for leading operations in Mexico and for all categories in the Latin America region. She brings vast experience in leading financial and digital transformations to achieve sustained growth, as well as promoting diversity and inclusion and leveraging innovation for ESG agendas. Prior to Danone, Ms. Davila served as the vice president and global food chief marketing officer at Mars Belgium. She has held various leadership roles at Mars, Procter & Gamble, and McDonald’s.

“Ms. Davila is a tremendous addition to the FedEx Corporation Board of Directors, and we are pleased to welcome her and her unique skillset,” said Frederick W. Smith, FedEx Corp. Executive Chairman and Chairman of the Board. “Her leadership skills and extensive expertise will provide great value to FedEx as we continue to execute our global transformation.”

Ms. Davila will serve on the Compensation and Human Resources and Cyber and Technology Oversight Committees.

Following Ms. Davila’s appointment, the FedEx Board of Directors consists of 14 directors, 12 of whom are independent.

###

About FedEx Corp.

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce, and business services. With annual revenue of $88 billion, the company offers integrated business solutions through operating companies competing collectively, operating collaboratively, and innovating digitally as one FedEx. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its more than 500,000 employees to remain focused on safety, the highest ethical and professional standards and the needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040. To learn more, please visit fedex.com/about.

Document and Entity Information	Dec. 22, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	FEDEX CORP
Amendment Flag	false
Entity Central Index Key	0001048911
Document Type	8-K
Document Period End Date	Dec. 22, 2023
Entity File Number	1-15829
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	62-1721435
Entity Address, Address Line One	942 South Shady Grove Road
Entity Address, City or Town	Memphis
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38120
City Area Code	(901)
Local Phone Number	818-7500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock Par Value Zero Point One Zero Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.10 per share
Trading Symbol	FDX
Security Exchange Name	NYSE
Zero Point Four Five Zero Percentage Notes Due Two Thousand Twenty Five [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.450% Notes due 2025
Trading Symbol	FDX 25A
Security Exchange Name	NYSE
One Point Six Two Five Percentage Notes Due Two Thousand Twenty Seven [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.625% Notes due 2027
Trading Symbol	FDX 27
Security Exchange Name	NYSE
Zero Point Four Five Zero Percentage Notes Due Two Thousand Twenty Nine [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.450% Notes due 2029
Trading Symbol	FDX 29A
Security Exchange Name	NYSE
One Point Three Zero Zero Percentage Notes Due Two Thousand Thirty One [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.300% Notes due 2031
Trading Symbol	FDX 31
Security Exchange Name	NYSE
Zero Point Nine Five Zero Percentage Notes Due Two Thousand Thirty Three [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.950% Notes due 2033
Trading Symbol	FDX 33
Security Exchange Name	NYSE