FedEx Freight sets first annual meeting for May 5, 2027

Proxy access requires continuous ownership of 3% or more of voting stock for at least three years and is subject to the bylaws.

Rhea-AI Filing Summary

FedEx Freight Holding Company, Inc. (FDXF) set its first annual stockholder meeting for May 5, 2027. Proposals for inclusion in the proxy statement must be received by November 24, 2026; other proposals and director nominations require advance notice between January 5 and February 4, 2027. Under proxy access, a stockholder or group of up to 20 stockholders owning 3% or more of voting stock continuously for at least three years may nominate up to two directors or 20% of the Board, whichever is greater, subject to the Bylaws. Proxy-access notice is due between December 6, 2026, and January 5, 2027. Further meeting details will appear in the definitive proxy statement.

8-K Event Classification

2 items: 5.08, 8.01

2 items

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

First annual meeting: May 5, 2027 Proxy statement proposal deadline: November 24, 2026 Advance notice period: January 5–February 4, 2027 +5 more

8 metrics

First annual meeting May 5, 2027 Date set by the Board

Proxy statement proposal deadline November 24, 2026 Proposals intended for inclusion in the proxy statement

Advance notice period January 5–February 4, 2027 Other proposals and director nominations

Proxy access group limit Up to 20 stockholders Stockholder or group seeking to nominate directors through proxy access

Proxy access ownership threshold 3% or more of outstanding voting stock Must be owned continuously for at least three years

Proxy access ownership period At least three years Continuous ownership requirement

Proxy access nominee limit Up to two individuals or 20% of the total number of directors, whichever is greater Director nominees included in the company's proxy materials

Proxy-access notice period December 6, 2026–January 5, 2027 Advance notice for proxy access director nominations

Key Terms

Rule 14a-8, proxy access, advance notice

3 terms

Rule 14a-8 regulatory

"including Rule 14a-8"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

proxy access regulatory

"Proxy Access Director Nominations"

Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.

advance notice regulatory

"require stockholders to give advance notice"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 04:16 PM Accepted by SEC EDGAR 10/02/2026 - 04:15 PM Learn about SEC filing dates

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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): October 1, 2026

FedEx Freight Holding Company, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number 001-43059

Delaware		39-3560171
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
8285 Tournament Drive Memphis, Tennessee		38125
(Address of principal executive offices)		(Zip Code)

(901) 560-0784

(Registrant’s telephone number, including area code)

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		FDXF		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 5.08 Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01 Other Events.

On October 1, 2026, the Board of Directors (the “Board”) of FedEx Freight Holding Company, Inc. (“FedEx Freight” or the “Company”) determined that the Company’s first annual meeting of stockholders (the “2027 Annual Meeting”) will be held on Wednesday, May 5, 2027. The time, location, and other meeting details for the 2027 Annual Meeting will be set forth in the Company’s definitive proxy statement for the 2027 Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”).

Stockholder Proposals for 2027 Annual Meeting

Stockholder proposals (other than director nominations) intended to be included in the proxy statement and presented at the 2027 Annual Meeting must be received by the Company no later than November 24, 2026 and must comply with applicable SEC rules, including Rule 14a-8, to be eligible for inclusion in FedEx Freight’s proxy materials for the 2027 Annual Meeting. Proposals should be addressed to FedEx Freight Holding Company, Inc., Attention: Corporate Secretary, 8285 Tournament Drive, Memphis, Tennessee 38125.

For any proposal that is not submitted for inclusion in next year’s proxy statement (as described in the preceding paragraph or in the proxy access director nominations section below) but is instead sought to be presented directly at the 2027 Annual Meeting, including director nominations, FedEx Freight’s Bylaws (the “Bylaws”) require stockholders to give advance notice of such proposals. With respect to the 2027 Annual Meeting, the Bylaws require notice to be provided to the Corporate Secretary at the address listed above no earlier than January 5, 2027 and no later than February 4, 2027.

Proxy Access Director Nominations

The Bylaws permit any stockholder or a group of up to 20 stockholders owning 3% or more of FedEx Freight’s outstanding voting stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the total number of directors on the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.

The Bylaws require stockholders to give advance notice of any proxy access director nomination. With respect to the 2027 Annual Meeting, the Bylaws require notice to be provided to the Corporate Secretary at the address listed above no earlier than December 6, 2026 and no later than January 5, 2027.

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 FREIGHT HOLDING COMPANY, INC.
Date: October 2, 2026	By:	/s/ Clement Edward Klank III
		Name: Clement Edward Klank III
		Title: Executive Vice President – Chief Human Resources and Legal Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB