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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): November 9, 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
Identification No.) |
942
South Shady Grove Road, Memphis,
Tennessee
(Address of principal executive offices) |
|
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 |
| 4.000% Notes due 2030 |
|
FDX 30A |
|
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 |
| 4.625% Notes due 2034 |
|
FDX 34A |
|
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. ¨
SECTION 5. CORPORATE GOVERNANCE
AND MANAGEMENT.
| 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 November 9, 2026, the Board of Directors
(the “Board”) of FedEx Corporation (“FedEx”) elected Katherine M. Boyle as a director, effective immediately.
The Board also appointed Ms. Boyle as a member of its Governance, Safety, and Public Policy Committee and its Cyber and Technology Oversight
Committee. A copy of FedEx’s press release announcing Ms. Boyle’s election is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
Ms. Boyle was elected for a term expiring
at the FedEx annual meeting of stockholders in 2027, at which time her continued Board service will be subject to renomination and stockholder
approval. With the election of Ms. Boyle, the size of the Board is now 12 members.
The Board has determined that Ms. Boyle 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 Ms. Boyle or any member of her 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 Ms. Boyle was not pursuant
to any arrangement or understanding between her and any other person.
Ms. Boyle will be compensated in accordance
with the previously disclosed compensation program for FedEx’s non-management (outside) directors. Accordingly, she will receive
restricted stock units having a prorated target value of $98,900 and a prorated annual retainer payment of $64,400 upon her election to
the Board.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit
Number |
|
Description |
| |
|
| 99.1 |
|
Press
Release of FedEx Corporation dated November 9, 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: November 9, 2026 |
By: |
/s/ Gina F. Adams |
| |
Name: |
Gina F. Adams |
| |
Title: |
Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
Katherine M. Boyle, General Partner,
Andreessen Horowitz, Elected to FedEx Board of Directors
MEMPHIS, Tenn. – Nov. 9, 2026 – FedEx Corp. (NYSE:
FDX, “FedEx”) announced today that Katherine M. Boyle has been elected to the FedEx Board of Directors.
Ms. Boyle serves as a general partner at venture capital firm Andreessen
Horowitz where she co-founded the firm’s American Dynamism practice in 2021. The practice invests in companies across aerospace,
defense, advanced manufacturing, logistics, energy, infrastructure, and government technology. Across her portfolio, Ms. Boyle works closely
with management teams on commercialization, executive recruiting, organizational development, and governance.
Previously, Ms. Boyle spent five years at General Catalyst, where she
progressed from associate to principal and ultimately partner, helping build the firm’s seed investing practice and leading its
civic technology initiative. She began her career as a general assignment reporter at the Washington Post. Additionally, Ms. Boyle serves
on the board of the Mercatus Center.
“We are excited to have Katherine join the FedEx Corporation
Board of Directors,” said R. Brad Martin, executive chairman of the FedEx Board. “Her deep expertise at the intersection of
logistics, aerospace, and emerging technology, combined with her proven track record advising high-growth organizations on strategic governance
and commercialization, will make her a vital asset to our board and our ongoing enterprise initiatives.”
Ms. Boyle will serve on the Cyber and Technology Oversight Committee
and the Governance, Safety, and Public Policy Committee. Following Ms. Boyle’s appointment, the FedEx Board of Directors consists
of 12 directors, nine of whom are independent.
About FedEx Corp.
FedEx Corp. (NYSE: FDX) provides customers
and businesses worldwide with a broad portfolio of transportation, e-commerce, and business services. With annual revenue of $90 billion,
the company offers integrated business solutions utilizing its flexible, efficient, and intelligent global network. Consistently ranked
among the world's most admired and trusted employers, FedEx inspires its more than 450,000 employees to remain focused on safety, the
highest ethical and professional standards and the needs of their customers and communities. FedEx is committed to connecting people
and possibilities around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040. To learn
more, please visit fedex.com/about.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this press release may be considered forward-looking
statements, such as statements regarding expected future innovations and benefits of the strategic collaboration. Forward-looking statements
include those preceded by, followed by or that include the words “will,” “may,” “could,” “would,”
“should,” “believes,” “expects,” “forecasts,” “anticipates,” “plans,”
“estimates,” “targets,” “projects,” “intends,” “determined to,” or similar
expressions. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to
differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential
risks and uncertainties include, but are not limited to, economic conditions in the global markets in which FedEx operates; uncertainty
and additional volatility in the global trade environment; FedEx’s ability to successfully implement its business strategies and
global transformation program and network optimization initiatives, including Network 2.0 and Tricolor, effectively respond to changes
in market dynamics, and achieve the anticipated benefits of such strategies and actions; and other factors which can be found in FedEx’s
and its subsidiaries’ press releases and FedEx’s filings with the Securities and Exchange Commission, including FedEx’s
Annual Report on Form 10-K for the fiscal year ended May 31, 2026. Any forward-looking statement speaks only as of the date on which it
is made. FedEx does not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Media Contact:
Caitlin Maier
901-434-8100
mediarelations@fedex.com
Investor Relations Contact:
Jeni Hollander
901-818-7200
ir@fedex.com
