FedEx : 2024 Annual Meeting of Stockholders Proxy Statement

P R O X Y

S T A T E M E N T

Monday, September 23, 2024 8:00 a.m. Central Time

www.virtualshareholdermeeting.com/FDX2024

FEDEX. MAKING SUPPLY CHAINS SMARTER FOR EVERYONE.

FedEx was founded to connect people to possibilities. For over 50 years, our ecosystem of networks and team members across over 220 countries and territories has kept our customers, global trade, and society moving.

General representation current as of February 2024.

Flexibility, efficiency, and intelligence: these three values are the core of the FedEx global network and our mission to create smarter supply chains as we connect the world. The positive contributions of what we deliver every day extend well beyond shipper and recipient. Directly and indirectly, these contributions-known as the FedEx Effect-support millions of jobs, generate billions of dollars in economic activity and GDP, and strengthen both the local communities and global marketplace we serve.

More than fifty years of incessant innovation and strategic leadership give us the ability-andresponsibility-to shape a more prosperous and sustainable world, with greater opportunity for all. As we strive to make supply chains smarter for everyone, we put our values of flexibility, efficiency, and intelligence into action-from the in-kind shipping of disaster relief supplies where and when they're needed most, to increasing the amount of renewable energy powering our facilities, to supporting our team members with upskilling and tuition reimbursement. We remain committed to delivering transparent and timely updates on our management of environmental, social, and governance (ESG) matters that are aligned with our company's strategic focus.

The 2024 ESG Report discusses our ESG strategies, programs, and progress toward our goals. Explore our goals and progress at fedex.com/en-us/sustainability/reports.html.

• The information on the 2024 ESG Report webpage, the ESG Report, or any other information on the FedEx website that we may refer to herein is not incorporated by reference into, and does not form any part of, this proxy statement. Any targets or goals discussed in our ESG Report and in this proxy statement may be aspirational, and as such, no guarantees or promises are made that these goals will be met. Furthermore, certain statistics and metrics disclosed in this proxy statement and in the ESG Report are estimates and may be based on assumptions that turn out to be incorrect. FedEx does not undertake or assume any obligation to update or revise such information, whether as a result of new information, future events, or otherwise.

A MESSAGE FROM OUR EXECUTIVE CHAIRMAN AND LEAD INDEPENDENT DIRECTOR

To our stockholders,

In connection with our 2024 Annual Meeting of Stockholders to be held on 23 September 2024, we are sharing how FedEx continues to transform our business while delivering the highest standards of ethics, integrity, and reliability through our robust governance practices.

On 1 June 2024, we became one FedEx - a historic move that positions us to leverage the strengths of our networks, people, and assets in more efficient ways. One FedEx represents an important milestone in our history as we enhance the company's ability to meet the evolving needs of customers and market shifts while building a stronger, more profitable enterprise.

Our comprehensive program to improve efficiency, known as DRIVE, is continuing to optimize FedEx networks, improve service, reduce costs, and strengthen our performance culture. DRIVE is focused on outcomes, quick decision-making, and strong execution.

FedEx remains committed to exemplary corporate governance standards and practices. In December, we welcomed Silvia Davila to the Board of Directors. Ms. Davila serves as the regional president of Latin America for Danone S.A., where she is responsible for leading operations in Mexico and for all categories in the Latin America region. She brings vast experience in leading financial and digital transformations. Her leadership skills and extensive expertise will provide great value to FedEx as we continue to execute our global transformation.

FY25 will be another period of extraordinary achievement as we continue this transformative journey to create smarter, more resilient supply chains for everyone. We are confident that our future will provide significant value to our customers, team members, stockholders, and communities.

Sincerely,

Frederick W. Smith	David P. Steiner
Founder and Executive Chairman	Lead Independent Director
FedEx Corporation	FedEx Corporation

2024 Proxy Statement

3

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Items of Business

Voting Proposal	Board
Recommendation
1	Elect the fourteen nominees named in the proxy statement	✔FOR each
	as FedEx directors for a one-year term	director nominee
2	Advisory vote to approve named executive	✔FOR
	officer compensation

3 Ratification of the appointment of Ernst & Young LLP as

	FedEx's independent registered public accounting firm	✔FOR
	for fiscal year 2025
4	Approval of an amendment to the Third Amended and
	Restated Certificate of Incorporation of FedEx Corporation	✔FOR
	to limit liability of certain officers as permitted by law

5 Approval of an amendment to the Third Restated

Certificate of Incorporation of Federal Express Corporation	✔FOR
to remove the "pass-through voting" provision
6-8 Act upon three stockholder proposals, if properly	AGAINST
presented at the meeting

Stockholders also will consider any other matters that may properly come before the meeting.

How to Attend the Virtual Annual Meeting

FedEx's 2024 annual meeting of stockholders will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/FDX2024. There will not be a physical location for the annual meeting, and you will not be able to attend the meeting in person.

To attend the annual meeting of stockholders at www.virtualshareholdermeeting.com/ FDX2024, you must enter the control number on your proxy card, voting instruction form, or Notice of Internet Availability. Whether or not you plan to attend the virtual annual meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described to the right. During the meeting, you may ask questions and vote.

To vote at the meeting, visit www.virtualshareholdermeeting.com/FDX2024. For more information, please see page 117.

Please Vote Your Shares

Your vote is very important. Please vote your shares whether or not you plan to attend the meeting.

By order of the Board of Directors,

MARK R. ALLEN

Executive Vice President,

General Counsel and Secretary

August 12, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 23, 2024:

The following materials are available at www.proxyvote.com:

• The Notice of Annual Meeting of Stockholders to be held September 23, 2024;
• The FedEx 2024 Proxy Statement; and
• The FedEx Annual Report to Stockholders for the fiscal year ended May 31, 2024.

A Notice Regarding the Internet Availability of Proxy Materials or the proxy statement, form of proxy, and accompanying materials are first being sent to stockholders on or about August 12, 2024.

LOGISTICS

Date and Time

23 Monday, September 23, 2024, at 8:00 a.m. Central Time

Location

Online via webcast at www. virtualshareholdermeeting. com/FDX2024

Who Can Vote Stockholders of record at the close of business on July 29, 2024, may vote at the meeting or any postponements or adjournments of the meeting.

HOW TO CAST YOUR VOTE

If you are a registered stockholder, you can vote by any of the following methods:

Online

www.proxyvote.com up until 11:59 p.m. Eastern Time on 9/22/2024. For shares held in any FedEx or subsidiary employee stock purchase plan or benefit plan, vote by 11:59 p.m. Eastern Time on 9/19/2024.

By phone

1-800-690-6903; Dial toll-free 24/7 up until 11:59 p.m. Eastern Time on 9/22/2024. For shares held in any FedEx or subsidiary employee stock purchase plan or benefit plan, vote by 11:59 p.m. Eastern Time on 9/19/2024.

Proxy card

Completing, signing, and returning your proxy card

At the meeting

You also may vote online during the annual meeting by following the instructions provided on the meeting website during the annual meeting. To vote

at the meeting, visit www. virtualshareholdermeeting. com/FDX2024.

If you are a beneficial owner and received a voting instruction form, please follow the instructions provided by your bank, broker, or other nominee to vote your shares.

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TABLE OF CONTENTS

Notice of Annual Meeting of Stockholders

Proxy Statement Summary

Corporate Governance Matters

Proposal 1 - Election of Directors

Process for Selecting Directors

Process for Training and Evaluating Directors Nominees for Election to the Board

The Board's Role and Responsibilities Board Structure

Board Processes and Policies Directors' Compensation

Executive Compensation

Proposal 2 - Advisory Vote to Approve

Named Executive Officer Compensation

Report of the Compensation and Human Resources Committee of the Board of Directors Compensation Discussion and Analysis Summary Compensation Table

Grants of Plan-Based Awards During Fiscal 2024 Outstanding Equity Awards at End of Fiscal 2024 Option Exercises and Stock Vested During Fiscal 2024

Fiscal 2024 Pension Benefits Nonqualified Deferred Compensation

Potential Payments Upon Termination or Change of Control

Pay Versus Performance CEO Pay Ratio

EQUITY COMPENSATION PLANS

Equity Compensation Plans Approved by Stockholders

Equity Compensation Plans Not Approved by Stockholders

Summary Table

AUDIT MATTERS

Proposal 3 - Ratification of the Appointment

of the Independent Registered Public

Accounting Firm

Appointment of Independent Registered Public

Accounting Firm

Policies Regarding Independent Auditor

4	Report of the Audit and Finance Committee of the	94
6	Board of Directors
Audit and Non-Audit Fees	96
12	Charter Amendments	97
12
Proposal 4 - Approval of an Amendment to

12 the Third Amended and Restated Certificate

1. of Incorporation of FedEx Corporation
2. to Limit Liability of Certain Officers as

27

Permitted by Law

97

32 Proposal 5 - Approval of an Amendment

36	to the Third Restated Certificate of
38	Incorporation of Federal Express
Corporation to Remove the "Pass-Through
42	Voting" Provision	99
42	Stock Ownership	101
Directors and Executive Officers	101
43	Significant Stockholders	102
Stockholder Proposals	103
43
67	Information About the Annual Meeting	112
72
Virtual Meeting Information	117
74
78	Additional Information	118
79	General Information	118
82	Proxy Solicitation	118
82	Householding	118

87 STOCKHOLDER PROPOSALS AND DIRECTOR

90	NOMINATIONS FOR 2025 ANNUAL MEETING	119
92	Stockholder Proposals for 2025 Annual Meeting	119
Proxy Access Director Nominations	119
92	Additional Information	119
92	Appendix A - Companies in Director	A-1
Compensation Comparison Survey Group
92	Appendix B - Companies in Executive
93	Compensation Comparison Survey Group	B-1
	Appendix C - Reconciliations of Non-GAAP	C-1
	Financial Measures

93 Appendix D - Certificate of Amendment to Third Amended and Restated Certificate of

93

Incorporation of FedEx Corporation

D-1

93 Appendix E - Certificate of Amendment to Third Restated Certificate of Incorporation of Federal

Express Corporation

E-1

2024 Proxy Statement

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find additional information in this proxy statement.

Proposal 1

Election of Directors

		DIRECTOR		COMMITTEES	OTHER PUBLIC
NOMINEE AND POSITION	AGE	SINCE	AFC	CHRC	CyTOC	GSPPC	DIRECTORSHIPS
SILVIA DAVILA IND	53	2023					Betterware de México,
Regional President, Latin America of Danone S.A.					S.A.P.I. de C.V.
MARVIN R. ELLISON IND	59	2014					Lowe's Companies, Inc.
Chairman of the Board, President, and
Chief Executive Officer of Lowe's Companies, Inc.
STEPHEN E. GORMAN IND	69	2022					Peabody Energy
Former Chief Executive Officer of
				Corporation
Air Methods Corporation
SUSAN PATRICIA GRIFFITH IND	59	2018					The Progressive
President and Chief Executive Officer of
				Corporation
The Progressive Corporation
AMY B. LANE IND
Former Managing Director and Group Leader,	71	2022					NextEra Energy, Inc. and
Global Retailing Investment Banking Group,					TJX Companies Inc.
Merrill Lynch & Co., Inc.
R. BRAD MARTIN IND Vice Chairman	72	2011					Westrock Coffee
Chairman of RBM Venture Company					Company
NANCY A. NORTON IND	59	2022					Leidos Holdings, Inc.
Retired Vice Admiral, U.S. Navy
FREDERICK P. PERPALL IND	49	2021					Starwood Property
Chief Executive Officer of The Beck Group					Trust, Inc.
JOSHUA COOPER RAMO IND	55	2011
Chairman and Chief Executive Officer, Sornay, LLC
SUSAN C. SCHWAB IND	69	2009					Caterpillar Inc.
Professor Emerita at the University of					and Marriott
Maryland School of Public Policy							International, Inc.
FREDERICK W. SMITH	80	1971
Executive Chairman and Chairman of the
Board of FedEx Corporation
DAVID P. STEINER IND Lead Independent Director	64	2009					Vulcan Materials
Former Chief Executive Officer of Waste
				Company
Management, Inc.
RAJESH SUBRAMANIAM	58	2020					The Procter & Gamble
President and Chief Executive Officer of
				Company
FedEx Corporation
PAUL S. WALSH IND	69	1996					McDonald's Corporation
Executive Chairman of the Board of					and Vintage Wine
McLaren Group Limited							Estates, Inc.*

• On July 24, 2024, Vintage Wine Estates, Inc. received notice that its common stock will be delisted and removed from registration on The Nasdaq Stock Market LLC.

AFC - Audit and Finance Committee	CyTOC - Cyber and Technology Oversight Committee	Member	IND Independent
CHRC - Compensation and Human	GSPPC - Governance, Safety, and Public Policy Committee	Chair
Resources Committee
Your Board of Directors recommends that you vote "FOR" the election of each of the fourteen nominees.
See page 12

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Proxy Statement Summary - Director Nominee Highlights

Director Nominee Highlights*

Diversity of Tenure, Age, Gender, and Background

Independent Director Nominee Tenure**	Age**
9 years	5	6	63 years	Nominees3		6
Experienced	Newer		Nominees
Average	Director	Director	Average Age	over		51 to 60 years
Independent
Nominees	Nominees		70 years
Director	(more than	(6 years
Nominee	10 years)	or less)
Tenure		1		4		1
			Nominees
		Medium-Tenure		61 to 70 years	Nominee
		Director Nominee				under 50 years
		(7 to 10 years)
Board Refreshment		Diversity		5	of Race/Ethnicity:
in the past 5 years		36%
						Nominee Self-Identification
5		5	Female	4	Female	2
New		Independent	29%		Black or African American
	Racially/
independent		directors have	Ethnically		1
directors have		retired or resigned	Racially/	Diverse		Asian
joined our Board		from our Board	Ethnically			1
			Diverse			Hispanic or Latino
						10
						White

• Statistics assume all director nominees are elected at the annual meeting.
• As of August 12, 2024

Director Nominee Experience, Qualifications, Attributes, and Skills

The Board believes that it is desirable that the following experience, qualifications, attributes, and skills be possessed by one or more of FedEx's Board members because of their particular relevance to the company's business and structure, and these were all considered by the Board in connection with this year's director nomination process:

Transportation/

International

Financial

Marketing

Retail/

Logistics/Supply Chain

E-commerce

6Nominees	8Nominees	6Nominees	7Nominees	7Nominees
Technological/Digital/	Energy	Human Resource	Government	Risk Management
Cybersecurity	Management

4Nominees	5Nominees	2Nominees	4Nominees	7Nominees
Leadership

14Nominees

2024 Proxy Statement

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Proxy Statement Summary - Corporate Governance Highlights

Corporate Governance Highlights

You can find detailed information about our corporate governance policies and practices in the Corporate Governance Matters section of this proxy statement. You can also access our corporate governance documents under the ESG heading on the Investor Relations page of our website at investors.fedex.com. Information contained on our website is not deemed to be incorporated by reference as part of this proxy statement.

Corporate Governance Facts

• Proxy Access
• Majority Voting for Directors and Resignation Requirement for Directors Who Fail to Receive Majority Vote
• Annual Election of All Directors
• Gender and Racially/Ethnically Diverse Board
• Annual Board and Committee Self-Evaluations
• No Supermajority Voting Provisions in Company's Charter or Bylaws
• Stockholder Right to Call a Special Meeting
• Separate Chairman of the Board & CEO
• Independent Vice Chairman
• Lead Independent Director
• Independent Directors Meet Regularly Without Management Present
• Annual Independent Director Evaluations of Executive Chairman of the Board and the CEO

• Limit on Number of Other Directorships and Commitments
• • No Director Serves on More Than Two Other Public Company Boards
  • No Directors Who are Public Company Executive Officers Serve on More Than One Other Public Company Board
• Code of Conduct Applicable to All Directors
• Lead Independent Director's Mandatory Service as Chair of Governance, Safety, and Public Policy Committee
• Stock Ownership Goal for Directors and Executive Officers
• Policies on Recoupment of Incentive Compensation
• Policy on Limitation of Severance Benefits
• No Poison Pill

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Proxy Statement Summary - Proposal 2

Proposal 2

Advisory Vote to Approve Named Executive Officer Compensation

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	DESCRIPTION AND METRICS
AVERAGE NEO TARGET PAY MIX(1)

SHORT-TERM

LONG-TERM

Base Salary	12%	Fixed cash income to retain and attract highly marketable executives in a
competitive market for executive talent.
		Annual cash incentive program designed to motivate our executives to
		achieve annual financial goals and other business objectives and reward
Performance-Based AIC	15%	them accordingly. Total amount paid was based on:
		¹ Achievement of adjusted consolidated operating income objectives
		and individual performance goals
		Long-term cash incentive program designed to motivate management
		to build long-term stockholder value and reward them accordingly. For
		the FY22-FY24long-term incentive ("LTI") plan, total payout opportunity
		was based on:
Performance-Based LTI	29%	¹ 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	23%	Annual equity incentive awards designed to further align the interests of
		our executives with those of our stockholders by facilitating significant
		ownership of FedEx stock. The number of options and shares of
		restricted stock awarded is primarily based on an officer's position and
Stock Options	21%	level of responsibility.

1. See page 48 for individual fiscal 2024 target total direct compensation components.

Your Board of Directors recommends that you vote "FOR" this proposal.	See page 42

2024 Proxy Statement

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Proxy Statement Summary - Proposal 3

Compensation Highlights

• Under the fiscal 2024 annual incentive compensation ("AIC") plan, annual bonus payments were tied to achieving specified levels of fiscal 2024 adjusted consolidated operating income. Consistent with our pay-for-performance philosophy, achievement below the target objective for adjusted consolidated operating income for fiscal 2024 resulted in below-target payouts under the fiscal 2024 AIC plan.
• LTI payouts for fiscal 2024 were tied to meeting pre-established aggregate adjusted EPS goals (75%) and CapEx/ Revenue 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 FY22-FY24 LTI plan, while CapEx/ Revenue below the maximum objective over the three-fiscal-year period resulted in maximum attainment under this component, all resulting in below-target total payouts under the FY22-FY24 LTI plan.
• In response to investor feedback on the metrics used in our LTI plans, the Compensation & HR Committee and the Board of Directors incorporated a new metric - return on invested capital ("ROIC") - into the FY24-FY26 LTI plan in lieu of the CapEx/Revenue metric used in the FY22-FY24 and FY23-FY25 LTI plans.
• Officers realize value from the stock options included in the total direct compensation calculation only if the stock price appreciates after the grant date. The exercise price for the fiscal 2024 annual stock option grant to executive officers was $229.595. The closing price of FedEx common stock on July 29, 2024 was $299.23.

Proposal 3

Ratification of the Appointment of Ernst & Young LLP as

FedEx's Independent Registered Public Accounting Firm

The Audit and Finance Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm and has specific policies in place to ensure its independence. The Audit and Finance Committee has appointed Ernst & Young LLP ("Ernst & Young") to serve as FedEx's independent registered public accounting firm for fiscal 2025. Ernst & Young has been our independent registered public accounting firm since 2002.

Fees paid to Ernst & Young for fiscal 2024 and 2023 are detailed on page 96.

Representatives of Ernst & Young will attend the meeting, will be given the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

Your Board of Directors recommends that you vote "FOR" this proposal.	See page 93

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

Delaware recently amended Section 102(b)(7) of the Delaware General Corporation Law ("DGCL") to allow a Delaware corporation to include a provision in its certificate of incorporation eliminating the personal liability of certain officers for monetary damages for breach of fiduciary duty as an officer in certain circumstances. The Board of Directors seeks approval from FedEx's stockholders of an amendment to the Third Amended and Restated Certificate of Incorporation of FedEx to provide for such officer exculpation as permitted by the DGCL.

Additional information, including the full text of the proposed amendment, is detailed on page 97.

Your Board of Directors recommends that you vote "FOR" this proposal.	See page 97

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