FEDEX CORPORATION Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) At the annual meeting of FedEx's stockholders held on
A summary of the Plan was included as part of Proposal 4 in FedEx's definitive
proxy statement filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) FedEx's annual meeting of stockholders was held onSeptember 19, 2022 . (b) The stockholders took the following actions at the annual meeting:
Proposal 1: The stockholders elected fifteen directors, each of whom will hold office until the annual meeting of stockholders to be held in 2023 and until his or her successor is duly elected and qualified. Each director received more votes cast "for" than votes cast "against" his or her election. The tabulation of votes with respect to each nominee for director was as follows:
Votes Votes Broker
Nominee For Against Abstentions Non-Votes
Marvin R. Ellison 188,038,305 4,425,264 222,584 27,538,548
Stephen E. Gorman 191,652,679 651,605 381,869 27,538,548
Susan Patricia Griffith 186,896,169 5,105,876 684,108 27,538,548
Kimberly A. Jabal 189,669,383 2,655,285 361,485 27,538,548
Amy B. Lane 191,194,340 738,195 753,618 27,538,548
R. Brad Martin 186,042,016 6,344,191 299,946 27,538,548
Nancy A. Norton 191,774,828 565,364 345,961 27,538,548
Frederick P. Perpall 191,210,722 1,109,342 366,089 27,538,548
Joshua Cooper Ramo 188,903,603 3,423,186 359,364 27,538,548
Susan C. Schwab 184,976,678 7,098,834 610,641 27,538,548
Frederick W. Smith 184,969,686 7,526,380 190,087 27,538,548
David P. Steiner 171,226,797 21,236,505 222,851 27,538,548
Rajesh Subramaniam 189,768,369 2,707,144 210,640 27,538,548
V. James Vena 191,631,615 672,874 381,664 27,538,548
Paul S. Walsh 181,880,843 10,175,463 629,847 27,538,548
Proposal 2: The compensation of FedEx's named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
• 177,852,782 votes for (92.3% of the voted shares)
--------------------------------------------------------------------------------
• 14,189,956 votes against (7.4% of the voted shares) • 643,415 abstentions (0.3% of the voted shares) • 27,538,548 broker non-votes
Proposal 3:
• 214,607,249 votes for (97.4% of the voted shares) • 5,422,236 votes against (2.5% of the voted shares) • 195,216 abstentions (0.1% of the voted shares) • There were no broker non-votes for this item.
Proposal 4: An amendment to the Plan to authorize an additional 5,000,000 shares for issuance under the Plan, none of which are issuable as full-value awards, was approved by stockholders. The tabulation of votes on this matter was as follows:
• 176,769,437 votes for (91.7% of the voted shares) • 15,613,438 votes against (8.1% of the voted shares) • 303,278 abstentions (0.2% of the voted shares) • 27,538,548 broker non-votes
Proposal 5: A stockholder proposal requesting adoption of a policy that two separate people hold the office of Chairman of the Board and the office of Chief Executive Officer was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 72,320,014 votes for (37.5% of the voted shares) • 119,906,539 votes against (62.2% of the voted shares) • 459,600 abstentions (0.2% of the voted shares) • 27,538,548 broker non-votes
Proposal 6: A stockholder proposal requesting that FedEx publish an annual report regarding incongruencies between political and electioneering expenditures and company values was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 69,348,821 votes for (36.0% of the voted shares)
• 122,702,767 votes against (63.7% of the voted shares)
• 634,565 abstentions (0.3% of the voted shares)
• 27,538,548 broker non-votes
2
--------------------------------------------------------------------------------
Proposal 7: A stockholder proposal requesting that FedEx provide a report, updated annually, disclosing information about the corporation's lobbying activities and expenditures was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 66,723,086 votes for (34.6% of the voted shares) • 125,379,776 votes against (65.1% of the voted shares) • 583,291 abstentions (0.3% of the voted shares) • 27,538,548 broker non-votes
Proposal 8: A stockholder proposal requesting that the Board of Directors oversee an independent third-party audit analyzing whether written policies or unwritten norms at FedEx reinforce racism in company culture and to report to stockholders on any planned remedies was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 23,232,576 votes for (12.1% of the voted shares) • 167,955,933 votes against (87.2% of the voted shares) • 1,497,644 abstentions (0.7% of the voted shares) • 27,538,548 broker non-votes
Item 8.01. Other Events.
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Compensation Arrangements with Outside Directors.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
3
--------------------------------------------------------------------------------
© Edgar Online, source
