Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On March 6, 2023, as part of its periodic review of corporate governance matters, the Board of Directors of FedEx Corporation ("FedEx" or the "Company") approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately. The Bylaws were amended to:



     •    Modify the provisions relating to the availability of lists of
          stockholders entitled to vote at stockholder meetings and adjournment
          procedures for stockholder meetings to reflect recent amendments to the
          Delaware General Corporation Law (Article II, Sections 4 and 7);



     •    Update the disclosure, notification, and other requirements related to
          nominations of directors and solicitations of proxies, including
          requiring compliance with Rule 14a-19 under the Securities Exchange Act
          of 1934, as amended (Article II, Sections 5, 13, and 15);



     •    Require that any stockholder directly or indirectly soliciting proxies
          from other stockholders use a proxy card color other than white (Article
          II, Section 9);



     •    Specify that the chief executive officer is a required officer of the
          Company;



     •    Provide the chief executive officer the authority to appoint and remove
          assistant secretaries and assistant treasurers and fill vacancies for
          such offices (Article V, Sections 1, 2, and 3); and



     •    Make several ministerial and clarifying changes (Article II, Sections 1,
          2, 6, 7, 8, 13, and 15; Article III, Sections 1 and 11; Article IV,
          Section 1; Article V, Section 1; and Article VII, Sections 2 and 8).

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Bylaws as adopted and effective as of March 6, 2023. The Bylaws as adopted and effective as of March 6, 2023, and a copy marked to show changes from the prior Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits.



Exhibit
Number       Description

 3.1           Amended and Restated Bylaws of FedEx Corporation.

 3.2           Amended and Restated Bylaws of FedEx Corporation, marked to show
             amendments effective as of March 6, 2023.

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

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