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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): July 20, 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 |
|
|
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. |
Executive Severance Plan
On July 20, 2026, the Board of Directors
(the “Board”) of FedEx Corporation (“FedEx” or the “Company”), upon the recommendation of the Compensation
and Human Resources Committee of the Board (the “Compensation & HR Committee”), approved the Executive Severance
Plan, which will govern all future separations between FedEx and its executive officers. Benefits provided under the Executive Severance
Plan are conditioned on the executive executing a full release of claims and certain non-competition and non-solicitation covenants in
favor of FedEx. The right to continued severance benefits under the plan ceases in the event of a violation of such covenants. In addition,
FedEx would seek to recover severance benefits already paid to any executive who violates such restrictive covenants. The plan replaces
the Management Retention Agreements previously entered into by FedEx with each of its executive officers.
The terms and conditions of the Executive
Severance Plan are summarized below.
Termination for Cause, Without Good Reason, or Death or Disability
If an executive’s employment is terminated by FedEx for cause,
by the executive without good reason, or by reason of death or disability, the executive (or his or her estate) will receive all accrued
compensation and benefits required by applicable law but no severance. Treatment of any equity awards granted to the executive will be
governed by the terms of the FedEx Corporation 2019 Omnibus Stock Incentive Plan, as amended, or other applicable stock plan (“Omnibus
Plan”).
Termination without Cause or With Good Reason (no Change of Control)
If an executive’s employment is terminated by FedEx without cause
or by the executive with good reason (a “qualifying termination”), the executive will receive benefits upon termination of
employment, including:
| · | a lump sum cash payment equal to the applicable multiplier times the sum
of (1) such executive’s annual base salary as in effect as of the date of termination and annual target cash bonus. “Multiplier”
means (x) for the Chief Executive Officer (“CEO”), 2, (y) for any executive who has been employed by FedEx for 10
years or longer, 1.5, and (z) for any other executive, 1; |
| · | a prorated bonus under any active annual bonus plan for the year in which
the qualifying termination occurs; |
| · | a taxable cash payment equal to the difference between the monthly COBRA
premium paid by the executive for him/herself and his/her eligible dependents and the monthly premium amount paid by similarly situated
employees for 18 months following termination; and |
| · | outplacement and tax preparation services. |
In addition, if the executive has been employed by FedEx for 20 years
or longer, such executive’s termination shall be deemed a “Retirement” under the Omnibus Plan. If the executive has
been employed by FedEx for less than 20 years, the treatment of equity awards will be governed by the terms of the Omnibus Plan (or other
applicable plan).
Support Services for CEO
Upon the retirement of the CEO, FedEx may continue to provide reasonable
administrative, information technology support, and physical security services (the “Support Services”) for three years, in
an amount not to exceed $250,000 in any fiscal year and $750,000 in the aggregate. Provision of the Support Services is subject to execution
of a consulting agreement reasonably acceptable to FedEx pursuant to which the CEO shall remain available to provide reasonable consulting
services to FedEx during the time such Support Services are provided. Support Services represent only in-kind benefits and shall not be
paid in cash to the CEO.
Termination without Cause or With Good Reason (Change of Control)
In the case of any qualifying termination within twenty-four months
after a change of control, the executive will receive the benefits to be received upon any qualifying termination, with the multiplier
for all executives equal to 2x. The treatment of equity awards will be governed by the terms of the Omnibus Plan.
Special Bonus
In June 2026, the Board, upon the recommendation of the Compensation &
HR Committee, established a one-time special cash bonus pool for eligible managing directors and above of the Company, representing approximately
1,100 employees, in recognition of their outstanding execution and the results achieved through the successful advancement of
the Company's transformation. In approving the special bonus pool, the Board and Committee
considered a number of key achievements during fiscal 2026, including above-plan adjusted consolidated operating income, structural
cost savings that exceeded management's publicly announced target of $1 billion, successful execution of key transformation initiatives,
and disciplined capital allocation. In July 2026, FedEx’s named executive officers will receive special bonus payments as follows:
Rajesh Subramaniam, President and Chief Executive Officer – $1,900,000; and Brie A. Carere– $850,000.
SECTION 9. FINANCIAL STATEMENTS AND
EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
| (d) | Exhibits. |
|
Exhibit
Number |
|
Description |
| |
|
| 10.1 |
|
Executive Severance Plan |
| |
|
| 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: July 24, 2026 |
By: |
/s/ Gina F. Adams |
| |
Name: |
Gina F. Adams |
| |
Title: |
Executive Vice President, General Counsel and Secretary |
