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Mark A. Edmunds joins FedEx (NYSE: FDX) board and chairs audit committee

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FedEx Corporation announced changes to its Board of Directors. The Board elected Mark A. Edmunds, a retired Deloitte vice chairman and senior partner, as a director effective immediately. He will serve as Chair of the Audit and Finance Committee and as a member of the Cyber and Technology Oversight Committee.

Edmunds will serve until the 2026 annual meeting, when his continued service will depend on renomination and stockholder approval. He will receive restricted stock units with a prorated target value of $60,450, a prorated annual retainer of $43,400, and a prorated Audit and Finance Committee Chair payment of $9,300.

The Board also accepted the resignation of director Silvia Davila, effective June 8, 2026. She resigned in connection with a change in her principal employment, consistent with FedEx’s Corporate Governance Guidelines, and not due to any disagreement with the company’s operations, policies, or practices.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
RSU target value $60,450 Prorated restricted stock units for Mark A. Edmunds upon election
Annual retainer $43,400 Prorated annual retainer for Mark A. Edmunds as non-management director
Committee chair fee $9,300 Prorated Audit and Finance Committee Chair payment for Mark A. Edmunds
Carbon-neutral goal year 2040 FedEx goal to achieve carbon-neutral operations by 2040
Audit and Finance Committee financial
"The Board also appointed Mr. Edmunds as Chair of its Audit and Finance Committee"
A board-level group charged with overseeing a company’s financial reporting, internal checks and balances, audit processes and relationship with external auditors. Think of them as a trusted inspector and bookkeeper who verify that the company’s accounts are accurate, legal and transparent; their work matters to investors because strong oversight reduces the risk of errors or fraud, builds confidence in reported results and can affect valuation and access to capital.
Cyber and Technology Oversight Committee technical
"and member of its Cyber and Technology Oversight Committee."
restricted stock units financial
"he will receive restricted stock units having a prorated target value of $60,450"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Corporate Governance Guidelines regulatory
"as required by the Company’s Corporate Governance Guidelines and subject to the Board’s acceptance."
A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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): June 8, 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 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.

 

Election of New Director

 

On June 8, 2026, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx” or the “Company”) elected Mark A. Edmunds as a director, effective immediately. The Board also appointed Mr. Edmunds as Chair of its Audit and Finance Committee and member of its Cyber and Technology Oversight Committee. A copy of FedEx’s press release announcing Mr. Edmunds’ election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Mr. Edmunds was elected for a term expiring at the FedEx annual meeting of stockholders in 2026, at which time his continued Board service will be subject to renomination and stockholder approval.

 

The Board has determined that Mr. Edmunds 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 Mr. Edmunds or any member of his 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 Mr. Edmunds was not pursuant to any arrangement or understanding between him and any other person.

 

Mr. Edmunds will be compensated in accordance with the previously disclosed compensation program for FedEx’s non-management (outside) directors. Accordingly, he will receive restricted stock units having a prorated target value of $60,450 and a prorated annual retainer payment of $43,400, and a prorated Audit and Finance Committee Chair payment of $9,300 upon his election to the Board.

 

Resignation of Director

 

On June 8, 2026, the Board, upon the recommendation of the Board’s Governance, Safety, and Public Policy Committee, accepted Silvia Davila’s resignation as a member of the Board, effective as of such date. Ms. Davila tendered her offer to resign from the Board in connection with a change in her principal employment, as required by the Company’s Corporate Governance Guidelines and subject to the Board’s acceptance. Ms. Davila’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operation, policies, or practices.

 

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit

Number

  Description
    
99.1  Press Release of FedEx Corporation dated June 8, 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: June 8, 2026 By: /s/ Gina F. Adams
  Name: Gina F. Adams
  Title: Executive Vice President, General Counsel and Secretary

 

 

 

 

 

Exhibit 99.1

 

Mark A. Edmunds Elected to FedEx Board of Directors

 

MEMPHIS, Tenn. – June 8, 2026 – FedEx Corp. (NYSE: FDX, “FedEx”) announced today that Mark A. Edmunds has been elected to the FedEx Board of Directors.

 

Mr. Edmunds is a retired vice chairman and senior partner of Deloitte. During his 38-year tenure at Deloitte, he also served as the U.S. leader of Energy/Utilities, West Region managing partner, and on the U.S. Board of Directors, including service on the finance and global committees. His primary industry focus was energy, utilities, and renewables throughout his career, including a short sabbatical from the firm to serve the Independent Petroleum Association of America in Washington, D.C.

 

Additionally, Mr. Edmunds has significant public company board experience. He is currently a member of Westrock Coffee’s board of directors and previously served as a director for Chesapeake Energy from 2018 to 2021.

 

“We are excited to have Mark join the FedEx Corporation Board of Directors,” R. Brad Martin, executive chairman of the FedEx Board. “His extensive background advising top-tier multinational organizations and his proven track record in financial and strategic governance will make him a vital asset to our board and our ongoing enterprise initiatives.”

 

Mr. Edmunds will serve as Chair of the Audit and Finance Committee and a member of the Cyber and Technology Oversight Committee.

 

About FedEx Corp.

 

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce, and business services. 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 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.

 

FedEx Corp. Media Contact:

 

Caitlin Adams Maier

mediarelations@fedex.com

 

FedEx Corp. Investor Relations Contact:

 

Jeni Hollander

ir@fedex.com

 

###

 

 

 

FAQ

What board change did FedEx (FDX) announce on June 8, 2026?

FedEx added Mark A. Edmunds to its Board of Directors and named him Chair of the Audit and Finance Committee. He also joins the Cyber and Technology Oversight Committee, bringing long experience from Deloitte and prior public company board roles.

What committees will Mark A. Edmunds serve on at FedEx (FDX)?

Mark A. Edmunds will chair the FedEx Audit and Finance Committee and serve on the Cyber and Technology Oversight Committee. These roles give him oversight of financial reporting, capital matters, and technology and cybersecurity governance for the company.

How will FedEx (FDX) compensate new director Mark A. Edmunds?

Mark A. Edmunds will receive restricted stock units with a prorated target value of $60,450, a prorated annual retainer of $43,400, and a prorated Audit and Finance Committee Chair payment of $9,300, consistent with FedEx’s program for non-management directors.

Why did FedEx (FDX) director Silvia Davila resign from the board?

Silvia Davila resigned from the FedEx Board after a change in her principal employment, as required by the company’s Corporate Governance Guidelines. The 8-K states her resignation was not due to any disagreement with FedEx’s operations, policies, or practices.

Is Mark A. Edmunds considered an independent director at FedEx (FDX)?

Yes. The FedEx Board determined that Mark A. Edmunds is independent under New York Stock Exchange rules and the Board’s own more stringent independence standards. This classification supports his role chairing the Audit and Finance Committee.

What prior experience does Mark A. Edmunds bring to the FedEx (FDX) board?

Mark A. Edmunds is a retired vice chairman and senior partner of Deloitte with 38 years at the firm. He focused on energy, utilities, and renewables, held leadership roles, and has prior public company board experience with Westrock Coffee and Chesapeake Energy.

Filing Exhibits & Attachments

5 documents