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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): March 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 |
| 1.300% Notes due 2031 |
|
FDX 31 |
|
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. ¨
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.02. Departure of Directors or Certain Officers;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 9, 2026,
the Board of Directors of FedEx Corporation (“FedEx” or the “Company"), upon the recommendation of its Compensation
and Human Resources Committee, approved amendments to the Company’s FY25–FY27 long term incentive plan and FY26–FY28
long-term incentive plan, which are based on the Company's current May 31 fiscal year end (collectively, the “LTI Plans”), to (1) measure actual performance under each LTI Plan through
the end of FY26 using the original performance goals of the applicable plan and (2) assume target performance for the remaining period
of each applicable plan, with payouts to be calculated under each LTI Plan using a weighted average of actual performance measured through
the end of FY26 and target performance for the remainder of the applicable plan period, as set forth below:
| LTI Plan |
FY25 |
FY26 |
FY27 |
FY28 |
Payout
Calculation* |
| FY25–FY27 |
Actual F25 Performance |
Actual FY26 Performance |
Target (100%) |
— |
67% actual performance; 33% target |
| FY26–FY28 |
— |
Actual FY26 Performance |
Target (100%) |
Target (100%) |
33% actual performance;
67% target |
*Payouts will be made after May 31,
2027 or May 31, 2028, as applicable.
The amendments to the LTI Plans were made in consideration
of the impact on the LTI Plans of the planned spin-off of FedEx Freight into a newly public company, which is on track to be completed
on June 1, 2026 (the “Spin-off”), and the change in the Company’s fiscal year end from May 31 to December 31, which
will be effective June 1, 2026.
The amendments to the LTI Plans are effective for
all participants in the LTI Plans who remain employees of the Company following the Spin-off, including the Company’s named executive
officers (“NEOs”) as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on August 18, 2025 (the “2025 Proxy Statement”). Except as described in this Current Report, no changes
to the performance metrics and payout opportunities under the LTI Plans were made. Additional details regarding the LTI Plans, including
the payout opportunities under each LTI plan for the NEOs, are described on pages 55 through 60 of the 2025 Proxy Statement.
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: March 12, 2026 |
By: |
/s/ Gina F. Adams |
| |
|
Gina F. Adams |
| |
|
Executive Vice President, General Counsel and Secretary |
