FedEx Files Definitive Proxy Statement

Ticker: FDX · Form: DEF 14A · Filed: 2025-08-18T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, governance, sec-filing

Related Tickers: FDX

TL;DR

FedEx dropped its proxy statement, get ready for shareholder votes.

AI Summary

FedEx Corporation filed its definitive proxy statement on August 18, 2025, for its fiscal year ending May 31, 2025. The filing, designated as DEF 14A, outlines the company's governance and shareholder matters. It was filed with the SEC under the 1934 Act, with SEC file number 001-15829.

Why It Matters

This filing provides shareholders with crucial information regarding company leadership, executive compensation, and voting matters, enabling informed participation in corporate governance.

Risk Assessment

Risk Level: low — This is a routine regulatory filing for a public company and does not contain new material financial information or operational changes.

Key Players & Entities

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used by companies to solicit proxy votes from shareholders for annual or special meetings. It provides detailed information on matters to be voted upon, including director elections, executive compensation, and other corporate proposals.

When is FedEx Corporation's fiscal year end?

FedEx Corporation's fiscal year ends on May 31st, as indicated in the filing.

What is the filing date of this proxy statement?

This definitive proxy statement was filed on August 18, 2025.

What is the SEC file number for FedEx Corporation?

The SEC file number for FedEx Corporation is 001-15829.

What type of document is being filed?

The document being filed is a Definitive Proxy Statement (DEF 14A).

Filing Stats: 4,386 words · 18 min read · ~15 pages · Grade level 14.3 · Accepted 2025-08-18 16:16:01

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 66 Grants of Plan-Based Awards During Fiscal 2025 70 Outstanding Equity Awards at End of Fiscal 2025 72 Option Exercises and Stock Vested During Fiscal 2025 76 Fiscal 2025 Pension Benefits 77 Potential Payments Upon Termination or Change of Control 80 Pay Versus Performance 85 CEO Pay Ratio 90 EQUITY COMPENSATION PLANS 91 Equity Compensation Plans Approved by Stockholders 91 Equity Compensation Plans Not Approved by Stockholders 91 Summary Table 91 AUDIT MATTERS 92 Proposal 3—Ratification of the Appointment of the Independent Registered Public Accounting Firm 92 Appointment of Independent Registered Public Accounting Firm 92 Policies Regarding Independent Auditor 92 Report of the Audit and Finance Committee of the Board of Directors 93 Audit and Non-Audit Fees 95 Stock Ownership 96 Directors and Executive Officers 96 Significant Stockholders 97 Amendment to 2019 Omnibus Stock Incentive Plan 98 Proposal 4—Approval of the Amendment to the 2019 Omnibus Stock Incentive Plan to Increase the Number of Authorized Shares 98 Stockholder Proposal 109 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 2026 Annual Meeting 119 Stockholder Proposals for 2026 Annual Meeting 119 Proxy Access Director Nominations 119 Additional Information 119 Appendix A–Companies in Director Compensation Comparison Survey Group A-1 Appendix B–Companies in Executive Compensation Comparison Survey Group B-1 Appendix C–Reconciliati

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 2024 annual meeting of stockholders, our "say-on-pay" proposal received support from 90.6% 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 2025 are presented below. (1) See page 47 for individual fiscal 2025 target total direct compensation components. Your Board of Directors recommends that you vote "FOR" this proposal. See page 42 2025 Proxy Statement 9 TABLE OF CONTENTS Proxy Statement Summary –Proposal 3 Compensation Highlights Under the fiscal 2025 annual incentive compensation ("AIC") plan, annual bonus payments were tied to achieving specified levels of fiscal 2025 adjusted consolidated operating income. Consistent with our pay-for-performance philosophy, achievement below the target objective for adjusted consolidated operating income for fiscal 2025 resulted in below-target payouts under the fiscal 2025 AIC plan. LTI payouts for fiscal 2025 were tied to meeting pre-established aggregate adjusted EPS goals (50%), CapEx/Revenue goals (25%), and relative TSR goals (25%) over a three-fiscal-year period. A significant year-over-year adjusted EPS decline in fiscal 2023 resulted in below-threshold attainment under the EPS component of the FY23–FY25 LTI plan, while CapEx/Revenue below the maximum objective over the three-fiscal-year period resulted in maximum attainment under this component and relative TSR below the target objective o

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 Form10-K for fiscal 2025. 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. 2025 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 twelve members. The Board proposes that each of the current directors be reelected to the Board. In addition, the Board has nominated Richard W. Smith, Chief Operating Officer—International and Chief Executive Officer—Airline of Federal Express Corporation, for election as a director, upon the recommendation of the

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