FedEx 8-K

Shareholder vote

Outside-director equity awards increased; stockholders backed executive pay and rejected an independent FedEx board chair.

Filed 2026-09-29 17:06 ET

Summary

Annual shareholder vote and outside-director compensation update. Stockholders approved executive compensation with 90.6% of voted shares in favor; the proposal for an independent board chair was rejected. FedEx also increased the annual equity award for outside directors.

Key Figures

  • Outside-director annual equity award: $215,000, increased by $20,000; annual retainer remains $140,000. Lead independent director fee remains $50,000; committee chair fees remain $25,000-$30,000.
  • Say-on-pay: 90.6% for, 8.9% against. The independent-chair proposal received 39.2% for and 60.3% against. Proposals on lowering the special-meeting threshold and abortion-drug distribution risks were also rejected.
  • Annual director RSUs vest at the next annual stockholders’ meeting after grant. Compensation is prorated for the 6/1/2026–12/31/2026 transition period.

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