FedEx

On March 11, 2024, FedEx Corporation (“FedEx” or the “Company”) announced that Robert B. Carter will step down as Executive Vice President, FedEx Information Services and Chief Information Officer, effective June 30, 2024, and will retire from FedEx effective December 31, 2024. Mr. Carter will remain employed by FedEx as Executive Vice President and Senior Advisor from July 1, 2024 through December 31, 2024. There were no changes to Mr. Carter’s compensation made as a result of his change in role and retirement. On March 11, 2024, FedEx also announced that Sriram Krishnasamy will become Executive Vice President - Chief Digital and Information Officer-Elect and Chief Transformation Officer effective March 11, 2024 and Executive Vice President - Chief Digital and Information Officer and Chief Transformation Officer effective July 1, 2024. In these roles, Mr.

Election of New Director On December 22, 2023, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx” or the “Company”) elected Silvia Davila as a director, effective immediately. The Board also appointed Ms. Davila as a member of its Compensation and Human Resources and Cyber and Technology Oversight Committees. A copy of FedEx’s press release announcing Ms. Davila’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Ms. Davila was elected for a term expiring at the FedEx annual meeting of stockholders in 2024, at which time her continued Board service will be subject to renomination and stockholder approval. With the election of Ms. Davila, the size of the Board is now 14 members. The Board has determined that Ms.

As previously reported, Jennifer L. Johnson, Corporate Vice President and Principal Accounting Officer of FedEx Corporation (“FedEx” or the “Company”), has resigned from her position with the Company effective October 20, 2023. The Board of Directors of FedEx has appointed Guy M. Erwin II to serve as the Company’s Interim Principal Accounting Officer beginning on October 21, 2023, until the appointment of Ms. Johnson’s permanent successor. Mr. Erwin, 47, will continue to serve as Staff Vice President and Corporate Controller of the Company, a position he has held since September 2021. Mr. Erwin was Director – Accounting of FedEx Corporate Services, Inc. from 2017 to 2021. Prior to that, he held various positions in the finance organization at FedEx from 2001 through 2017, including Staff Director – Financial Reporting from 2013 to 2017.

On September 29, 2023, Jennifer L. Johnson, Corporate Vice President and Principal Accounting Officer of FedEx Corporation (“FedEx” or the “Company”), informed the Company that she is resigning to pursue another opportunity. Ms. Johnson’s last day at the Company will be October 20, 2023. Ms. Johnson’s resignation is not the result of any disagreement with the Company with respect to any matter relating to the Company’s financial controls, financial statements, operations, policies, or practices. The Company will appoint an interim Principal Accounting Officer to serve effective upon Ms. Johnson’s resignation until a permanent successor is named.

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.

On July 17, 2023, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx” or “the Company”), appointed John W. Dietrich as Executive Vice President and Chief Financial Officer–Elect of FedEx effective July 17, 2023, and Executive Vice President and Chief Financial Officer of FedEx effective August 1, 2023. Mr. Dietrich, 58, served as President and Chief Executive Officer and as a director of Atlas Air Worldwide Holdings, Inc. (“Atlas”), a global provider of outsourced aircraft and aviation operating services, from January 1, 2020 to June 15, 2023. He served as President and Chief Operating Officer of Atlas from July 2019 to January 2020 and as Executive Vice President and Chief Operating Officer from September 2006 to July 2019. During the period of March 2003 to September 2006, Mr.

Michael C. Lenz will retire from his position as Executive Vice President and Chief Financial Officer of FedEx Corporation (“FedEx” or “the Company”), effective July 31, 2023. Beginning August 1, 2023, Mr. Lenz will serve as a Senior Advisor reporting to FedEx’s President and Chief Executive Officer until his retirement as an employee of the Company on December 31, 2023. Mr. Lenz’s retirement is not the result of any disagreement with the Company with respect to any matter relating to the Company’s financial controls, financial statements, operations, policies, or practices. On June 19, 2023, Mr. Lenz and the Company entered into a separation and release agreement (the “Agreement”). The material terms of the Agreement are summarized below: Separation Date . Mr. Lenz will retire from his position as Executive Vice President and Chief Financial Officer effective July 31, 2023.

(e) At the annual meeting of FedEx’s stockholders held on September 19, 2022, FedEx’s stockholders, upon the recommendation of the Board of Directors, approved an amendment to the FedEx Corporation 2019 Omnibus Stock Incentive Plan (as amended, the “Plan”) to authorize an additional 5,000,000 shares for issuance under the Plan, none of which are issuable as full-value awards. A summary of the Plan was included as part of Proposal 4 in FedEx’s definitive proxy statement filed with the Securities and Exchange Commission on August 8, 2022. The summary of the Plan contained in the proxy statement is qualified by and subject to the full text of the Plan, which was included as Appendix D to the proxy statement and incorporated herein by reference.

On March 25, 2022, FedEx announced that Frederick W. Smith, Chairman of the Board and Chief Executive Officer of FedEx, would step down from his position as Chief Executive Officer effective May 31, 2022. Effective June 1, 2022, the Board appointed Mr. Smith to serve as Executive Chairman and Chairman of the Board. Rajesh Subramaniam, who previously served as President and Chief Operating Officer of FedEx, was appointed President and Chief Executive Officer of FedEx effective June 1, 2022. In connection with Mr. Smith’s change in role, his annual base salary has been reduced to $910,000, effective June 1, 2022, and his payout opportunity under the Company’s long-term incentive plans (“LTI plans”) has been reduced. Mr. Smith will no longer participate in the Company’s annual incentive compensation plans (“AIC plans”) and he will not receive additional stock options. Mr.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this

On March 25, 2022, Frederick W. Smith, Chairman of the Board and Chief Executive Officer of FedEx Corporation (“FedEx” or the “Company”), informed the Company’s Board of Directors (the “Board”) that he will step down as Chief Executive Officer of FedEx effective May 31, 2022. Effective June 1, 2022, the Board has appointed Mr. Smith to serve as Executive Chairman and Chairman of the Board. Mr. Smith will report directly to the Board as Executive Chairman, and will continue to serve as a full-time officer and employee of the Company in this role. Rajesh Subramaniam, who previously served as President and Chief Operating Officer of FedEx, has been appointed President and Chief Executive Officer—Elect of FedEx effective March 25, 2022, and President and Chief Executive Officer of FedEx effective June 1, 2022. Mr. Subramaniam will report directly to the Board in his new role.

On March 4, 2022, Donald F. Colleran, President and Chief Executive Officer of Federal Express Corporation (“FedEx Express”), a wholly owned subsidiary of FedEx Corporation (“FedEx”), informed FedEx of his intention to step down as President and Chief Executive Officer of FedEx Express effective August 31, 2022, and to retire from FedEx Express effective December 31, 2022. Mr. Colleran will remain employed by FedEx Express as FedEx Express CEO Executive Advisor from September 1, 2022 through December 31, 2022. There were no changes to Mr. Colleran’s compensation made as a result of his change in role and retirement. On March 10, 2022, FedEx announced that Richard W.

(d) Election of New Director: On December 13, 2021, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) elected Fred Perpall as a director, effective immediately. The Board also appointed Mr. Perpall as a member of its Audit and Nominating & Governance Committees. A copy of FedEx’s press release announcing Mr. Perpall’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Mr. Perpall was elected for a term expiring at the annual meeting of stockholders in 2022, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Perpall, the size of the Board of Directors is now 12 members. The Board of Directors has determined that Mr.

On July 16, 2021, John L. Merino, Corporate Vice President and Principal Accounting Officer of FedEx Corporation (“FedEx” or the “Company”), informed the Company that he will retire from the Company effective December 31, 2021. Mr. Merino will step down from his position as Principal Accounting Officer, effective September 30, 2021, and will remain employed by the Company as Corporate Vice President and Senior Advisor – Finance from October 1, 2021 until his retirement on December 31, 2021. There were no changes to Mr. Merino’s compensation made as a result of his change in role and retirement. On July 19, 2021, the Board of Directors of FedEx appointed Jennifer L. Johnson as Corporate Vice President and Principal Accounting Officer – Elect of the Company, effective August 1, 2021, and Corporate Vice President and Principal Accounting Officer of the Company, effective October 1, 2021.

On June 21, 2021, following his confirmation by the U.S. Senate to serve as the United States National Cyber Director on June 17, 2021, John C. “Chris” Inglis notified FedEx that he was resigning, effective June 21, 2021, from the FedEx Board of Directors. 1 SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

FY21 Annual Incentive Compensation Plan for Executive Officers Given the current economic and business uncertainty resulting from the COVID-19 pandemic, there will not be an annual incentive compensation plan for executive officers for fiscal 2021. FY21 Equity Awards to Executive Officers The Compensation Committee of the Company’s Board of Directors (the “Committee”) generally grants stock options and restricted stock to executive officers on an annual basis. For fiscal 2021, in addition to the annual grants, the Committee approved a one-time, special restricted stock grant to each of the Company’s executive officers, other than the Chairman and Chief Executive Officer, that approximates 50% of such executive officer’s annual restricted stock grant.

On April 2, 2020, the independent members of the Board of Directors of FedEx Corporation (“FedEx” or the “Company”), based upon the recommendation of its Compensation Committee and at the request of Frederick W. Smith, the Company’s Chairman of the Board and Chief Executive Officer, approved a 91% reduction in Mr. Smith’s base salary for the six-month period from April 1, 2020 to September 30, 2020. As a result, Mr. Smith’s base salary has been reduced from $115,402 per month to $10,728 per month for this six-month period, which will result in net pay of $1 per pay period after tax withholding and other deductions. SECTION 8. OTHER EVENTS.

On March 9, 2020, FedEx Corporation (“FedEx” or the “Company”) announced that Alan B. Graf, Jr., Executive Vice President and Chief Financial Officer of the Company, will step down from his position as Chief Financial Officer, effective September 21, 2020, and will retire from the Company effective December 31, 2020. Mr. Graf will remain employed by the Company as Executive Vice President and Senior Advisor from September 22, 2020 until his retirement on December 31, 2020. There were no changes to Mr. Graf’s compensation made as a result of his change in role and retirement. On March 9, 2020, the Company also announced the appointment of Michael C. Lenz as Executive Vice President and Chief Financial Officer-Elect of the Company, effective June 1, 2020, and Executive Vice President and Chief Financial Officer of the Company, effective September 22, 2020. Mr.

Election of New Director: On January 27, 2020, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) elected Rajesh Subramaniam, President and Chief Operating Officer of the Company, as a director, effective immediately. The Board does not expect to appoint Mr. Subramaniam as a member of any of its committees. A copy of FedEx’s press release announcing Mr. Subramaniam’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Mr. Subramaniam was elected for a term expiring at the annual meeting of stockholders to be held in September 2020, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Subramaniam, the size of the Board of Directors is now 13 members.

(e) At the annual meeting of FedEx’s stockholders held on September 23, 2019, FedEx’s stockholders, upon the recommendation of the Board of Directors, approved the FedEx Corporation 2019 Omnibus Stock Incentive Plan (the “Plan”). A summary of the Plan was included as part of Proposal 3 in FedEx’s definitive proxy statement filed with the Securities and Exchange Commission on August 12, 2019. The summary of the Plan contained in the proxy statement is qualified by and subject to the full text of the Plan, which was included as Appendix D to the proxy statement and incorporated herein by reference.

Exclusion of Certain Items for LTI Plans. On May 31, 2019, the Board of Directors (the “Board”) of FedEx Corporation (the “Company”), upon the recommendation of the Compensation Committee, approved excluding from fiscal 2019 earnings the impact of fiscal 2019 share repurchases in excess of repurchases that offset dilution from equity awards (the “FY19 Share Repurchase Adjustment”) for purposes of the Company’s FY2017–FY2019, FY2018–FY2020 and FY2019-FY2021 long-term incentive plans (collectively, the “Active LTI Plans”). As previously disclosed, the Board has approved the exclusion of several other items from fiscal 2019 earnings for purposes of the Active LTI Plans (the “FY19 Adjustments”).

On February 14, 2019, FedEx Corporation (“FedEx” or the “Company”) announced the appointment of Rajesh Subramaniam as the Company’s President and Chief Operating Officer, effective March 1, 2019. Mr. Subramaniam will remain President and Chief Executive Officer of Federal Express Corporation (“FedEx Express”). Mr. Subramaniam, 52, is President and Chief Executive Officer of FedEx Express, a position he has held since January 1, 2019. Mr. Subramaniam was Executive Vice President – Chief Marketing & Communications Officer of FedEx from January 2017 to January 2019, Executive Vice President – Marketing & Communications of FedEx Corporate Services, Inc.

On February 14, 2019, FedEx Corporation (“FedEx” or the “Company”) announced that David J. Bronczek, FedEx’s President and Chief Operating Officer, will retire effective February 28, 2019. He will also retire as a director of the Company at that time. Mr. Bronczek’s decision to retire did not involve any disagreement with FedEx on any matter relating to the Company’s operations, policies or practices. Upon the retirement of Mr. Bronczek, the size of the Board of Directors will be 12 members. On February 13, 2019, Mr. Bronczek and FedEx entered into a separation and release agreement (the “Agreement”). The key terms of the Agreement are summarized below. Separation Date . Mr. Bronczek will retire from his position as an employee of FedEx on February 28, 2019 (the “separation date”). Non-Compete Agreement . Mr.

Election of New Director: On January 28, 2019, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) elected David J. Bronczek, President and Chief Operating Officer of the Company, as a director, effective immediately. The Board does not expect to appoint Mr. Bronczek as a member of any of its committees. A copy of FedEx’s press release announcing Mr. Bronczek’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Mr. Bronczek was elected for a term expiring at the annual meeting of stockholders in September 2019, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Bronczek, the size of the Board of Directors is now 13 members. Certain transactions since the beginning of FedEx’s last fiscal year in which FedEx was a participant and in which Mr.

On December 7, 2018, FedEx Corporation (“FedEx”) announced that David L. Cunningham, Jr., President and Chief Executive Officer of Federal Express Corporation (“FedEx Express”), a wholly-owned subsidiary of FedEx, will retire effective December 31, 2018. He will be succeeded by Rajesh Subramaniam, Executive Vice President – Chief Marketing and Communications Officer of FedEx. On December 3, 2018, Mr. Cunningham and FedEx Express entered into a separation and release agreement (the “Separation and Release Agreement”). The key terms of the Separation and Release Agreement are summarized below. Separation Date . Mr. Cunningham will retire from his position as an employee of FedEx Express on December 31, 2018 (the “separation date”). Separation Payments and Benefits . On or before January 31, 2019, Mr. Cunningham will receive a cash payment of $1,775,240.

Exclusion of Certain Items for AIC and LTI Plans. On May 31, 2018, the Board of Directors of FedEx Corporation (the “Board”), upon the recommendation of its Compensation Committee, approved the exclusion of certain items from fiscal 2018 earnings for purposes of FedEx’s fiscal 2018 annual incentive compensation plan (the “2018 AIC Plan”) and FedEx’s FY2016–FY2018, FY2017–FY2019 and FY2018–FY2020 long-term incentive plans (collectively, the “Active LTI Plans”). The Board approved the following exclusions from the 2018 AIC Plan and Active LTI Plans, as applicable: (i) expenses in connection with certain pending U.S.

(d) Election of New Director: On March 12, 2018, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) elected Susan Patricia (Tricia) Griffith as a director, effective immediately. The Board also appointed Ms. Griffith as a member of its Information Technology Oversight and Nominating & Governance Committees. A copy of FedEx’s press release announcing Ms. Griffith’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Ms. Griffith was elected for a term expiring at the annual meeting of stockholders in September 2018, at which time her continued Board service will be subject to renomination and stockholder approval. With the election of Ms. Griffith, the size of the Board of Directors is now 13 members. The Board of Directors has determined that Ms.

(e) At the annual meeting of FedEx’s stockholders held on September 25, 2017, FedEx’s stockholders, upon the recommendation of the Board of Directors, approved an amendment to the FedEx Corporation 2010 Omnibus Stock Incentive Plan (as amended, the “Plan”) to authorize an additional 10,000,000 shares for issuance under the Plan, none of which are issuable as full-value awards. A summary of the Plan was included as part of Proposal 4 in FedEx’s definitive proxy statement filed with the Securities and Exchange Commission on August 14, 2017. The summary of the Plan contained in the proxy statement is qualified by and subject to the full text of the Plan, which was included as Appendix C to the proxy statement and incorporated herein by reference.

FedEx Chief Financial Officer – Retention Awards : On July 17, 2017, the Board of Directors of FedEx Corporation (“FedEx”), upon the recommendation of the Compensation Committee, approved a performance-based cash award for Alan B. Graf, Jr., FedEx’s Executive Vice President and Chief Financial Officer. The award has a target value of $574,661 that is tied to the achievement of a fiscal 2020 earnings per share (“EPS”) goal (excluding mark-to-market pension accounting adjustments and TNT Express integration and restructuring expenses and subject to any adjustments that may be approved by the Board, upon the recommendation of the Compensation Committee). The cash award will be paid in its entirety if the fiscal 2020 EPS goal is met or exceeded. If fiscal 2020 EPS is less than 80% of the goal, no cash award will be paid.

Exclusion of Certain Items from AIC and LTI Plans. On June 12, 2017, the Board of Directors of FedEx Corporation (the “Board”), upon the recommendation of its Compensation Committee, decided that it was in the best interests of the company and its shareowners to exclude certain items from fiscal 2017 earnings for purposes of FedEx’s fiscal 2017 annual incentive compensation (“AIC”) plan and FedEx’s FY15–FY17, FY16–FY18 and FY17–FY19 long-term incentive (“LTI”) plans. For purposes of these plans, fiscal 2017 earnings will be adjusted to exclude: (i) TNT Express B.V.

On September 26, 2016, FedEx Corporation (“FedEx”) filed a Form 8-K dated September 23, 2016 announcing that David J. Bronczek will become President and Chief Operating Officer of FedEx effective January 1, 2018. On January 23, 2017, the Board of Directors of FedEx approved accelerating the effective date of Mr. Bronczek’s appointment to February 1, 2017. David L. Cunningham will succeed Mr. Bronczek as President and Chief Executive Officer of Federal Express Corporation. Frederick W. Smith will remain Chairman of the Board and Chief Executive Officer of FedEx. In connection with his appointment as President and Chief Operating Officer of FedEx, Mr. Bronczek will receive a promotional bonus of $150,000, payable in two installments (February 1, 2017 and February 1, 2018). His new annual base salary will be $1,100,016, effective February 1, 2017. Mr.

As reported in FedEx Corporation’s (“FedEx”) Form 8-K dated September 23, 2016 and filed on September 26, 2016, T. Michael Glenn will retire as FedEx’s Executive Vice President – Market Development & Corporate Communications, effective December 31, 2016. On December 21, 2016, FedEx entered into a consulting agreement with Mr. Glenn. A summary of the key terms of Mr. Glenn’s consulting agreement follows. Term . The term of the agreement begins on January 1, 2017 and ends on December 31, 2021. The agreement may be terminated earlier by either party upon 90 days’ prior written notice. Services Provided . Mr. Glenn will provide strategic marketing and communications advice as determined by, and upon the request of, FedEx’s Chairman and Chief Executive Officer. Mr. Glenn’s services will be limited to no more than 30 hours per month. Payment for Services . On January 31, 2017, Mr.

On September 26, 2016, FedEx Corporation (“FedEx”) announced that T. Michael Glenn, FedEx’s Executive Vice President – Market Development & Corporate Communications, will retire effective December 31, 2016. FedEx also announced that David J. Bronczek will become President and Chief Operating Officer of FedEx effective January 1, 2018, and Frederick W. Smith will remain Chairman of the Board and Chief Executive Officer. Mr. Bronczek will remain President and Chief Executive Officer of Federal Express Corporation (“FedEx Express”) until that time. Mr. Bronczek, 62, is currently President and Chief Executive Officer of FedEx Express, a position he has held since January 2000. Mr.

(b) Director Departure: On July 17, 2016, Gary W. Loveman provided notice of his decision to retire from the Board of Directors of FedEx Corporation, effective immediately before the next annual meeting of FedEx’s stockholders on September 26, 2016, and not stand for reelection. Mr. Loveman has served with distinction on the FedEx Board since 2007. 2

Exclusion of Certain Items from AIC and LTI Plans . On June 6, 2016, the Board of Directors of FedEx Corporation, upon the recommendation of its Compensation Committee, decided that it was in the best interests of the company and its shareowners to exclude certain items from fiscal 2016 earnings for purposes of FedEx’s fiscal 2016 annual incentive compensation (“AIC”) plan and FedEx’s FY14–FY16, FY15–FY17 and FY16–FY18 long-term incentive (“LTI”) plans. For purposes of these plans, fiscal 2016 earnings will be adjusted to exclude: (i) expenses in connection with the settlement of (and certain expected losses relating to) independent contractor litigation matters involving FedEx Ground and expenses related to the settlement of a U.S.