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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. |
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
###