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): June 8, 2026
FedEx Corporation
(Exact name of registrant as specified in its charter)
Commission File Number 1-15829
| Delaware (State or other jurisdiction of incorporation) | 62-1721435 (IRS Employer |
942 South Shady Grove Road, Memphis, Tennessee | 38120 (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 | ||
| 1.625% Notes due 2027 | FDX 27 | New York Stock Exchange | ||
| 0.450% Notes due 2029 | FDX 29A | New York Stock Exchange | ||
| 0.450% Notes due 2029 | FDX 29B | New York Stock Exchange | ||
| 1.300% Notes due 2031 | FDX 31B | New York Stock Exchange | ||
| 3.500% Notes due 2032 | FDX 32 | New York Stock Exchange | ||
| 0.950% Notes due 2033 | FDX 33 | New York Stock Exchange | ||
| 0.950% Notes due 2033 | FDX 33A | New York Stock Exchange | ||
| 4.125% Notes due 2037 | FDX 37 | 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. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of New Director
On June 8, 2026, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx” or the “Company”) elected Mark A. Edmunds as a director, effective immediately. The Board also appointed Mr. Edmunds as Chair of its Audit and Finance Committee and member of its Cyber and Technology Oversight Committee. A copy of FedEx’s press release announcing Mr. Edmunds’ election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Mr. Edmunds was elected for a term expiring at the FedEx annual meeting of stockholders in 2026, at which time his continued Board service will be subject to renomination and stockholder approval.
The Board has determined that Mr. Edmunds is independent and meets the applicable independence requirements of the New York Stock Exchange and the Board’s more stringent standards for determining director independence. There have been no transactions since the beginning of FedEx’s last fiscal year, and there are no currently proposed transactions, in which FedEx was or is to be a participant and in which Mr. Edmunds or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.
The selection of Mr. Edmunds was not pursuant to any arrangement or understanding between him and any other person.
Mr. Edmunds will be compensated in accordance with the previously disclosed compensation program for FedEx’s non-management (outside) directors. Accordingly, he will receive restricted stock units having a prorated target value of $60,450 and a prorated annual retainer payment of $43,400, and a prorated Audit and Finance Committee Chair payment of $9,300 upon his election to the Board.
Resignation of Director
On June 8, 2026, the Board, upon the recommendation of the Board’s Governance, Safety, and Public Policy Committee, accepted Silvia Davila’s resignation as a member of the Board, effective as of such date. Ms. Davila tendered her offer to resign from the Board in connection with a change in her principal employment, as required by the Company’s Corporate Governance Guidelines and subject to the Board’s acceptance. Ms. Davila’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operation, policies, or practices.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit Number | Description | |
| 99.1 | Press Release of FedEx Corporation dated June 8, 2026. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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: June 8, 2026 | By: | /s/ Gina F. Adams |
| Name: | Gina F. Adams | |
| Title: | Executive Vice President, General Counsel and Secretary | |