FedEx Files 2024 Proxy Statement

Ticker: FDX · Form: DEF 14A · Filed: 2024-08-12T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: FDX

TL;DR

FedEx dropped its 2024 proxy statement - check exec pay & board votes.

AI Summary

FedEx Corporation filed its DEF 14A proxy statement on August 12, 2024, for the fiscal year ending May 31, 2024. The filing details executive compensation, board of directors, and other corporate governance matters. Key information includes compensation details for named executive officers and proposals to be voted on by shareholders at the upcoming annual meeting.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on matters affecting the company's direction and leadership.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not inherently introduce new risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used by companies to solicit proxies from shareholders for their annual or special meetings, providing detailed information on matters to be voted upon, including executive compensation and board nominations.

When is FedEx Corporation's fiscal year end?

FedEx Corporation's fiscal year ends on May 31st, as indicated by the 'FISCAL YEAR END: 0531' in the filing.

What is the Central Index Key (CIK) for FedEx Corporation?

The Central Index Key for FedEx Corporation is 0001048911.

What is the filing date for this specific DEF 14A?

This DEF 14A filing was made on August 12, 2024 (20240812).

What type of business is FedEx Corporation primarily involved in?

FedEx Corporation is primarily involved in 'AIR COURIER SERVICES', as indicated by the Standard Industrial Classification code [4513].

Filing Stats: 4,358 words · 17 min read · ~15 pages · Grade level 15.2 · Accepted 2024-08-12 17:04:41

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 42 Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation 42 Report of the Compensation and Human Resources Committee of the Board of Directors 43 Compensation Discussion and Analysis 43 Summary Compensation Table 67 Grants of Plan-Based Awards During Fiscal 2024 72 Outstanding Equity Awards at End of Fiscal 2024 74 Option Exercises and Stock Vested During Fiscal 2024 78 Fiscal 2024 Pension Benefits 79 Nonqualified Deferred Compensation 82 Potential Payments Upon Termination or Change of Control 82 Pay Versus Performance 87 CEO Pay Ratio 90 EQUITY COMPENSATION PLANS 92 Equity Compensation Plans Approved by Stockholders 92 Equity Compensation Plans Not Approved by Stockholders 92 Summary Table 92 AUDIT MATTERS 93 Proposal 3 — Ratification of the Appointment of the Independent Registered Public Accounting Firm 93 Appointment of Independent Registered Public Accounting Firm 93 Policies Regarding Independent Auditor 93 Report of the Audit and Finance Committee of the Board of Directors 94 Audit and Non-Audit Fees 96 Charter Amendments 97 Proposal 4 — Approval of an Amendment to the Third Amended and Restated Certificate of Incorporation of FedEx Corporation to Limit Liability of Certain Officers as Permitted by Law 97 Proposal 5 — Approval of an Amendment to the Third Restated Certificate of Incorporation of Federal Express Corporation to Remove the "Pass-Through Voting" Provision 99 Stock Ownership 101 Directors and Executive Officers 101 Significant Stockholders 102 Stockholder Proposals 103 Information About the Annual Meeting 112 Virtual Meeting Information 117 Additional Information 118 General Information 118 Proxy Solicitation 118 Householding 118 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2025 ANNUAL MEETING 119 Stockholder Proposals for 2025 Annual Meeting 119 P

Executive Compensation Design

Executive Compensation Design Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to FedEx's future success for the long-term benefit of stockholders and reward them for doing so. We believe there should be a strong relationship between pay and corporate performance, and our executive compensation program reflects this belief. At our 2023 annual meeting of stockholders, our "say-on-pay" proposal received support from 89.7% of the votes cast . For additional information, please see "Executive Compensation — Compensation Discussion and Analysis." Elements of Compensation The elements of target total direct compensation for fiscal 2024 are presented below. ELEMENT AND FISCAL 2024 AVERAGE NEO TARGET PAY MIX (1) DESCRIPTION AND METRICS Base Salary Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent. Performance-Based AIC Annual cash incentive program designed to motivate our executives to achieve annual financial goals and other business objectives and reward them accordingly. Total amount paid was based on: Achievement of adjusted consolidated operating income objectives and individual performance goals Performance-Based LTI Long-term cash incentive program designed to motivate management to build long-term stockholder value and reward them accordingly. For the FY22–FY24 long-term incentive ("LTI") plan, total payout opportunity was based on: Achievement of aggregate adjusted earnings-per-share ("EPS") goals for the three-fiscal-year period (weighted at 75% of the total payout opportunity); and Achievement of goals for total capital expenditures as a percentage of total revenue ("CapEx/Revenue") for the three-fiscal-year period (weighted at 25% of the total payout opportunity). Restricted Stock Annual equity incentive awards designed to further align th

Forward-Looking Statements

Forward-Looking Statements Certain statements in this proxy statement may be considered "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to FedEx's financial condition, results of operations, cash flows, plans, objectives, future performance, and business. Forward-looking statements include those preceded by, followed by, or that include the words "will," "may," "could," "would," "should," "believes," "expects," "forecasts," "anticipates," "plans," "estimates," "targets," "projects," "intends", or similar expressions. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the factors that can be found in FedEx's and its subsidiaries' press releases and FedEx's filings with the SEC, including its Annual Report on Form 10-K for fiscal 2024. Any forward-looking statement speaks only as of the date on which it is made. FedEx does not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. 2024 Proxy Statement 11 Table of Contents CORPORATE GOVERNANCE MATTERS Proposal 1 Election of Directors All of FedEx's directors are elected at each annual meeting of stockholders and hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The Board of Directors currently consists of fourteen members. The Board proposes that each of the current directors be reelected to the Board. Each of the nominees elected at this annual meeting will hold office until the annual meeting of stockholders to be held in 2025 and until his or her successor is duly elected and qualified or until his or her earl

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