FedEx Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the eleven director nominees named in the proxy statement to serve until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to FedEx’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 2 asks stockholders to approve FedEx’s executive compensation through a non-binding say-on-pay vote covering the named executive officers’ compensation as disclosed in the proxy statement. The resolution addresses the overall compensation program rather than any individual pay element. FedEx says its program is intended to align pay with performance and long-term stockholder value while attracting and retaining senior leaders. The company highlights above-target fiscal 2026 annual and long-term incentive outcomes tied to operating income, structural cost reductions, service performance, adjusted EPS, ROIC, and relative TSR. The proposal follows a materially lower 63% say-on-pay vote in 2025, which management attributes primarily to investor concerns about a former executive’s separation package. In response, the Board approved an Executive Severance Plan effective July 20, 2026, standardized future separation benefits, ended discretionary retention awards in fiscal 2026, changed certain restricted-stock practices, and adopted multiple financial and business metrics for annual incentives. Management also points to extensive engagement with stockholders representing approximately 38% of outstanding shares and says it incorporated their feedback. The Board recommends FOR because it believes the compensation program appropriately rewards strong fiscal 2026 performance and advances long-term alignment, although the vote is advisory and not binding.

3. 3

   Ratification of the Appointment of Ernst & Young LLP as FedEx’s Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

4. 4

   Independent Board Chair

   Shareholder — The Accountability Board Inc.Board: AGAINST

   Adopt a policy, and amend governance documents as necessary, requiring the Board Chair to be an independent director, subject to limited exceptions and prospective application.

   More detail

   The Accountability Board Inc. asks FedEx to adopt a policy requiring the Board Chair to be independent, with limited exceptions if no independent director is available and willing to serve and prospective application for existing contractual obligations. The proponent argues that Executive Chairman R. Brad Martin’s appointment eliminated his independence and created a layered structure dependent on a Lead Independent Director. It contends that the non-independent Chair does not participate in the independent directors’ annual CEO evaluation and that shareholders should not need governance safeguards to compensate for a conflicted leadership arrangement. The proponent points to nearly 43% support for a similar proposal in 2025, ISS’s view that FedEx lacked a compelling rationale, and broader market adoption of independent chairs. It also cites Progressive, Peabody Energy, and Leidos as companies associated with FedEx directors that present independent chair structures as governance strengths. FedEx counters that its current Executive Chairman, CEO, and Lead Independent Director arrangement was tailored to a period of major transformation, including DRIVE, Network 2.0, Tricolor, and the FedEx Freight spin-off. Management argues that a mandatory independent-chair rule would eliminate the Board’s flexibility to respond to changing strategy, leadership needs, and future circumstances. The Board emphasizes the Lead Independent Director’s agenda-setting, executive-session, liaison, meeting, and stockholder-communication authorities as evidence of effective independent oversight. It further cites strong financial performance, annual elections, independent committees, proxy access, and stockholder engagement, and says recent engagements showed general satisfaction with the current structure. The Board therefore recommends AGAINST the proposal because it views the mandate as unnecessary and potentially harmful to its fiduciary discretion.

5. 5

   Lower threshold to call a special meeting

   Shareholder — John CheveddenBoard: AGAINST

   Amend FedEx’s governing documents to allow holders of 10% of outstanding common stock to call a special stockholder meeting, without a minimum holding-period requirement and with plain-English provisions limited to 500 words.

   More detail

   John Chevedden asks FedEx to lower the ownership threshold for calling a special stockholder meeting from 20% to 10%. The proposal would also prohibit a minimum holding-period requirement that excludes stockholders based on length of ownership and would require plain-English provisions of no more than 500 words. The proponent argues that a lower threshold would prevent Board complacency and allow stockholders to press for new strategies when circumstances require action before the annual meeting. It characterizes FedEx’s existing 20% threshold and approximately 2,000 words of procedural language as excessive barriers. The proposal also relies on the assertion that no large-company special meeting has occurred since 1945 where the threshold was 20% or higher, although the filing presents this as the proponent’s claim. FedEx responds that a 20% threshold already provides a meaningful right and ensures that a substantial stockholder constituency supports the expense and disruption of a special meeting. The Board warns that a 10% threshold could allow one large stockholder or a small minority to compel costly meetings over issues opposed by as much as 90% of shares. Management further argues that annual meetings, proposals, director nominations, proxy access, and year-round engagement provide alternative means to influence the Company. The Board cites governance protections including annual elections, majority voting, independent committees, no poison pill, and proxy access. It recommends AGAINST because it believes the current threshold balances stockholder rights with protection against short-term or narrow interests.

6. 6

   Report on Risks Related to Distributing Abortion Drugs

   Shareholder — Catholic Diocese of Fort WorthBoard: AGAINST

   Request that the Board assess and report within one year, at reasonable cost and excluding confidential information, on oversight of risks related to distributing mail-order abortion drugs such as mifepristone and strategies beyond litigation and legal compliance to mitigate those risks.

   More detail

   The Catholic Diocese of Fort Worth asks FedEx’s Board to assess and report within one year on how the company oversees risks associated with distributing mail-order abortion drugs such as mifepristone. The requested report would also describe mitigation strategies beyond litigation and ordinary legal compliance, and the proponent suggests that FedEx consider withdrawing from the distribution chain. The proponent argues that the Comstock Act and laws in more than 20 states may restrict shipment of abortion-inducing drugs. It also cites state attorney-general warnings, potential state enforcement theories, and litigation challenging the FDA’s mifepristone dispensing rules. The proposal frames the issue as involving legal, reputational, and potential criminal-liability exposure for a major carrier handling regulated pharmaceuticals. FedEx responds that its Corporate Integrity and Compliance department, Service Guide, pharmaceutical rules, customer terms, and enterprise-risk-management system already address lawful transportation of regulated commodities. Management argues that FedEx generally cannot know the contents, intended use, or ultimate recipient of sealed packages beyond shipper-provided information. It warns that expanded inspection or evaluation could create privacy, confidentiality, operational, legal, and customer-trust problems and could interfere with lawful commerce. The Board also characterizes the requested report as extraordinarily broad, costly, and duplicative of existing risk oversight and SEC disclosure obligations. It recommends AGAINST because it believes current controls are sufficient and company resources should remain focused on material enterprise risks.

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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.