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): September 24, 2012
FedEx Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-15829 | 62-1721435 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. 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)) |
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | FedEx’s annual meeting of stockholders was held on September 24, 2012. |
| (b) | The stockholders took the following actions at the annual meeting: |
Proposal 1: The stockholders elected twelve directors, each of whom will hold office until the annual meeting of stockholders to be held in 2013 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows:
| Nominee |
Votes For |
Votes Against |
Abstentions | Broker Non-Votes |
||||||||||||
| Frederick W. Smith |
246,648,938 | 6,089,456 | 302,416 | 26,072,389 | ||||||||||||
| James L. Barksdale |
250,781,558 | 1,970,635 | 288,617 | 26,072,389 | ||||||||||||
| John A. Edwardson |
251,884,993 | 823,487 | 332,330 | 26,072,389 | ||||||||||||
| Shirley Ann Jackson |
230,731,760 | 21,975,729 | 333,321 | 26,072,389 | ||||||||||||
| Steven R. Loranger |
245,543,838 | 7,107,963 | 389,009 | 26,072,389 | ||||||||||||
| Gary W. Loveman |
247,343,276 | 5,355,763 | 341,771 | 26,072,389 | ||||||||||||
| R. Brad Martin |
250,104,249 | 2,595,241 | 341,320 | 26,072,389 | ||||||||||||
| Joshua Cooper Ramo |
251,653,562 | 1,036,980 | 350,268 | 26,072,389 | ||||||||||||
| Susan C. Schwab |
246,650,886 | 6,072,017 | 317,907 | 26,072,389 | ||||||||||||
| Joshua I. Smith |
248,341,840 | 4,361,049 | 337,911 | 26,072,399 | ||||||||||||
| David P. Steiner |
247,227,938 | 5,480,835 | 332,037 | 26,072,389 | ||||||||||||
| Paul S. Walsh |
170,783,965 | 81,915,717 | 340,465 | 26,073,052 | ||||||||||||
Proposal 2: The Audit Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the fiscal year ending May 31, 2013 was ratified by stockholders. The tabulation of votes on this matter was as follows:
| • | 277,552,435 votes for (99.4% of the voted shares) |
| • | 1,186,406 votes against (0.4% of the voted shares) |
| • | 374,358 abstentions (0.1% of the voted shares) |
| • | There were no broker non-votes for this item |
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Proposal 3: The compensation of FedEx’s named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
| • | 241,731,055 votes for (95.5% of the voted shares) |
| • | 10,462,746 votes against (4.1% of the voted shares) |
| • | 846,471 abstentions (0.3% of the voted shares) |
| • | 26,072,927 broker non-votes |
Proposal 4: A stockholder proposal requesting that the Board of Directors adopt a policy that the Chairman of the Board be an independent director who has not previously served as an executive officer of FedEx was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 71,803,086 votes for (28.4% of the voted shares) |
| • | 179,701,999 votes against (71.0% of the voted shares) |
| • | 1,535,600 abstentions (0.6% of the voted shares) |
| • | 26,072,514 broker non-votes |
Proposal 5: A stockholder proposal requesting that FedEx publish a report, updated semi-annually, disclosing information about FedEx’s political contributions was not approved by stockholders. The tabulation of votes on this matter was as follows:
| • | 54,634,076 votes for (21.6% of the voted shares) |
| • | 159,489,618 votes against (63.0% of the voted shares) |
| • | 38,916,991 abstentions (15.4% of the voted shares) |
| • | 26,072,514 broker non-votes |
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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: September 25, 2012 | By: | /s/ Christine P. Richards | ||||
| Christine P. Richards | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
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