{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-240637","form_type":"8-K","ticker":"FDX","cik":"0001048911","company_name":"FEDEX CORP","filed_at":"2023-09-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.014243+00:00","generated_at":"2026-06-10T09:28:54.289103+00:00","sec_items":["5.07","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"FedEx annual meeting elects all 13 directors; shareholder proposals all fail; director compensation updated","bullets":["All 13 director nominees elected; advisory say-on-pay approved with 89.7% support.","All four stockholder proposals defeated (clawback policy, just transition, paid sick leave, climate risk report).","Ernst & Young ratified as independent auditor for fiscal 2024 with 94.7% approval.","Outside director annual retainer unchanged at $140,000; committee chair fees increased by $5,000–$10,000.","RSU grant for new directors increased to $195,000 target fair value (up $15,000)."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-240637","json":"https://secwatch.observer/filing/0001193125-23-240637.json","markdown":"https://secwatch.observer/filing/0001193125-23-240637.md","text":"https://secwatch.observer/filing/0001193125-23-240637.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1048911/000119312523240637/0001193125-23-240637-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1048911/000119312523240637/d558471d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T09:28:54.289103+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"53963af4f358fb45f6574c90cb58fe83089c154a","claim":"FEDEX CORP shareholders rejected Stockholder proposal requesting amendment to clawback policy for unearned pay for each Section 16 officer at the 2023-09-21 meeting.","evidence_excerpt":"A stockholder proposal requesting amendment to clawback policy for unearned pay for each Section 16 officer was not approved by stockholders. The tabulation of votes on this matter was as follows: • 50,287,279 votes for (26.3% of the voted shares) • 139,919,153 votes against (73.2% of the voted shares) • 841,022 abstentions (0.5% of the voted shares) • 26,632,007 broker non-votes","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000119312523240637/0001193125-23-240637-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-09-21"}],"fact_type":"shareholder_vote"},{"claim_id":"80cf221b12711816e730c7f5c0d92b42e81c69da","claim":"FEDEX CORP shareholders approved Annual advisory vote on executive compensation (frequency) at the 2023-09-21 meeting.","evidence_excerpt":"An annual advisory vote on executive compensation was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows: • 187,769,772 votes for every year (98.3% of the voted shares) • 265,332 votes for every two years (0.1% of the voted shares) • 2,814,875 votes for every three years (1.5% of the voted shares) • 197,475 abstentions (0.1% of the voted shares) • 26,632,007 broker non-votes","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000119312523240637/0001193125-23-240637-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-09-21"}],"fact_type":"shareholder_vote"},{"claim_id":"908a56ea414d64bedc601508273344fe4ac536fa","claim":"FEDEX CORP shareholders rejected Stockholder proposal requesting paid sick leave disclosure at the 2023-09-21 meeting.","evidence_excerpt":"A stockholder proposal requesting paid sick leave disclosure was not approved by stockholders. The tabulation of votes on this matter was as follows: • 20,114,622 votes for (10.5% of the voted shares) • 169,437,767 votes against (88.7% of the voted shares) • 1,495,065 abstentions (0.8% of the voted shares) • 26,632,007 broker non-votes","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000119312523240637/0001193125-23-240637-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-09-21"}],"fact_type":"shareholder_vote"},{"claim_id":"b47b4b8a29060cb9a8c64b42c8df612e3cdb168f","claim":"FEDEX CORP shareholders approved Advisory vote on compensation of named executive officers at the 2023-09-21 meeting.","evidence_excerpt":"The compensation of FedEx’s named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows: • 171,439,767 votes for (89.7% of the voted shares) • 19,226,240 votes against (10.1% of the voted shares) • 381,447 abstentions (0.2% of the voted shares) • 26,632,007 broker non-votes","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000119312523240637/0001193125-23-240637-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-09-21"}],"fact_type":"shareholder_vote"},{"claim_id":"ccb7da86887f24a90cd8a6128f2c1d4532b0d82c","claim":"FEDEX CORP shareholders rejected Stockholder proposal requesting a Just Transition report at the 2023-09-21 meeting.","evidence_excerpt":"A stockholder proposal requesting a “Just Transition” report was not approved by stockholders. The tabulation of votes on this matter was as follows: • 56,762,786 votes for (29.7% of the voted shares) • 130,948,562 votes against (68.5% of the voted shares) • 3,336,106 abstentions (1.8% of the voted shares) • 26,632,007 broker non-votes","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000119312523240637/0001193125-23-240637-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-09-21"}],"fact_type":"shareholder_vote"},{"claim_id":"d22a90d91cf52f0cfe22e2f7ee23213b2ee857f1","claim":"FEDEX CORP shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2023-09-21 meeting.","evidence_excerpt":"The Audit and Finance Committee’s designation of Ernst & Young LLP as FedEx’s independent registered public accounting firm for the fiscal year ending May 31, 2024 was ratified by stockholders. The tabulation of votes on this matter was as follows: • 206,232,840 votes for (94.7% of the voted shares) • 11,246,231 votes against (5.2% of the voted shares) • 200,390 abstentions (0.1% of the voted shares) • There were no broker non-votes for this item.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000119312523240637/0001193125-23-240637-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-09-21"}],"fact_type":"shareholder_vote"},{"claim_id":"e0ee7d9c54e23e0b0ef338200ac2f6836541b481","claim":"FEDEX CORP shareholders approved Election of thirteen directors at the 2023-09-21 meeting.","evidence_excerpt":"The stockholders elected thirteen directors, each of whom will hold office until the annual meeting of stockholders to be held in 2024 and until his or her successor is duly elected and qualified. Each director received more votes cast “for” than votes cast “against” his or her election. The tabulation of votes with respect to each nominee for director was as follows: Nominee Votes For Votes Against Abstentions Broker Non-Votes Marvin R. Ellison 182,784,553 8,054,735 208,166 26,632,007 Stephen E. Gorman 186,429,213 4,327,658 290,583 26,632,007 Susan Patricia Griffith 185,831,327 5,041,661 174,466 26,632,007 Amy B. Lane 187,189,655 3,573,484 284,315 26,632,007 R. Brad Martin 180,819,409 10,046,767 181,278 26,632,007 Nancy A. Norton 187,558,861 3,211,341 277,252 26,632,007 Frederick P. Perpall 185,689,321 5,041,564 316,569 26,632,007 Joshua Cooper Ramo 182,607,258 8,264,089 176,107 26,632,007 Susan C. Schwab 181,700,130 9,173,158 174,166 26,632,007 Frederick W. Smith 179,586,974 11,308,1","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000119312523240637/0001193125-23-240637-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-09-21"}],"fact_type":"shareholder_vote"},{"claim_id":"ff6a2815f5415ddf1a92412159498c2c28614aa4","claim":"FEDEX CORP shareholders rejected Stockholder proposal requesting a report on assessing systemic climate risk from retirement plan options at the 2023-09-21 meeting.","evidence_excerpt":"A stockholder proposal requesting a report on assessing systemic climate risk from retirement plan options was not approved by stockholders. The tabulation of votes on this matter was as follows: • 14,418,583 votes for (7.6% of the voted shares) • 167,593,628 votes against (87.7% of the voted shares) • 9,035,243 abstentions (4.7% of the voted shares) • 26,632,007 broker non-votes","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000119312523240637/0001193125-23-240637-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-09-21"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}