FedEx Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven nominees to the Board of Directors to serve one-year terms.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding 'say-on-pay' advisory vote to approve the compensation of FedEx’s named executive officers as disclosed in the proxy statement.

   More detail

   The advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation of FedEx’s named executive officers as disclosed in the proxy statement. Management seeks endorsement to validate the Compensation & HR Committee’s design and outcomes, which emphasize pay-for-performance through annual and long-term incentives tied to adjusted operating income, structural cost savings, and multi-year EPS/ROIC/TSR metrics. The Board engaged extensively with stockholders after a lower-than-usual say-on-pay vote in 2025, implemented changes including an Executive Severance Plan and adjustments to compensation vehicles (TY 2026 plans) to address stockholder concerns. The Board recommends a FOR vote, asserting strong alignment between realized payouts and fiscal 2026 financial and transformation achievements and noting corrective actions taken based on investor feedback.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as FedEx’s independent registered public accounting firm for the transition period June 1, 2026 – December 31, 2026.

4. 4

   Stockholder Proposal — Independent Board Chair

   Shareholder — The Accountability Board Inc.Board: AGAINST

   Stockholder proposal requesting the Board adopt a policy requiring the Board Chair to be an independent director (with limited exceptions).

   More detail

   This shareholder proposal demands a formal policy requiring an independent Board Chair, reflecting broader governance trends toward independent chairs to strengthen oversight of management. The proponent argues the current appointment of an Executive Chairman following the founder’s passing reintroduced concentrated leadership and that nearly 43% of votes previously favored independent chair policy, signaling investor concern. They cite peer examples and governance advisers asserting independent chairs enhance board oversight and accountability. Management counters that FedEx’s unique circumstances — leadership transition, ongoing transformation programs (DRIVE, Network 2.0, Spin-Off) — justify a flexible leadership structure and that a robust Lead Independent Director role ensures independent oversight. The Board emphasizes its engagement with major stockholders who expressed comfort with current structure and cites strong performance metrics to support continuity. The controversy centers on balancing governance norms favoring independent chairs against FedEx-specific strategic continuity and founder legacy considerations.

5. 5

   Stockholder Proposal — Lower threshold to call a special meeting

   Shareholder — John CheveddenBoard: AGAINST

   Stockholder proposal requesting that the Board amend governance documents to allow shareholders holding 10% of outstanding common stock to call a special meeting (currently 20%).

   More detail

   The shareholder proposal requests amending FedEx’s governing documents to lower the stockholder ownership threshold to call a special meeting from 20% to 10%, arguing the current threshold is overly high and limits shareholders’ ability to convene meetings when board action is needed. The proponent further asks for plain-language procedural rules and no discriminatory ownership-duration requirements. The Board counters that 20% strikes an appropriate balance between enabling serious stockholder-initiated action and avoiding burdensome, costly special meetings that could be pursued by a small minority with narrow interests; it also notes existing engagement channels and governance safeguards. The dispute centers on the tradeoff between empowering minority shareholders and protecting the company and majority investors from disruptive campaigns and frequent special meetings.

6. 6

   Stockholder Proposal — Report on Risks Related to Distributing Abortion Drugs

   Shareholder — Catholic Diocese of Fort WorthBoard: AGAINST

   Stockholder proposal requesting a report assessing and detailing how the Board oversees risks related to distributing mail-order abortion drugs (e.g., mifepristone) and strategies to mitigate these risks.

   More detail

   The shareholder proposal requests a board-level assessment and public report on oversight and mitigation strategies related to the distribution of mail-order abortion drugs, arguing legal risks (Comstock Act and state laws) and recent litigation create exposure. The proponent seeks the company to evaluate governance oversight and potential operational or policy changes beyond litigation and basic compliance. Management opposes, noting existing compliance programs, the FedEx Service Guide that governs pharmaceutical transport, the impracticality of determining package contents at scale, and concerns about scope and resource use. The issue sits at the intersection of legal compliance, regulatory uncertainty across jurisdictions, reputational risk, and operational feasibility of enforcing content-level restrictions given package privacy and volume.

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When is the FedEx Corp 2026 annual meeting?

FedEx Corp (FDX) holds its 2026 annual shareholder meeting on Monday, September 28, 2026.

What is the record date for the FedEx Corp 2026 meeting?

The record date for the FedEx Corp 2026 meeting is Monday, August 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for FedEx Corp's 2026 meeting?

The board is presenting 11 director nominees at the FedEx Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the FedEx Corp 2026 meeting?

Shareholders will vote on 6 proposals at the FedEx Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.