UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2023

 

FedEx Corporation

(Exact name of registrant as specified in its charter)

 

Commission File Number 1-15829

 

Delaware		62-1721435
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

 

942 South Shady Grove Road, Memphis, Tennessee		38120
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (901) 818-7500

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.10 per share		FDX		New York Stock Exchange
0.450% Notes due 2025		FDX 25A		New York Stock Exchange
1.625% Notes due 2027		FDX 27		New York Stock Exchange
0.450% Notes due 2029		FDX 29A		New York Stock Exchange
1.300% Notes due 2031		FDX 31		New York Stock Exchange
0.950% Notes due 2033		FDX 33		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2023, following his appointment as Chief Executive Officer and a member of the Board of Directors of Union Pacific Corporation effective August 14, 2023, V. James Vena notified FedEx Corporation (“FedEx” or the “Company”) that he was resigning, effective July 26, 2023, from the FedEx Board of Directors (the “Board”). Additionally, on July 26, 2023, Kimberly A. Jabal notified FedEx that she would not stand for reelection at the 2023 annual meeting of stockholders to be held on September 21, 2023.

Neither of the decisions of Ms. Jabal or Mr. Vena involved any disagreement with FedEx on any matter relating to the Company’s operations, policies, or practices. With these changes, the size of the Board has been reduced to fourteen members and will be further reduced to thirteen members immediately before the 2023 annual meeting of stockholders on September 21, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				FedEx Corporation
Date: July 31, 2023				By:		/s/ Mark R. Allen
						Name:		Mark R. Allen
						Title:		Executive Vice President, General Counsel and Secretary