FedEx shareholders approve officer liability exculpation, remove pass-through voting; director pay unchanged

FEDEX CORP

Stockholders approved charter amendment to limit officer liability per Delaware law (72.1% of outstanding shares for).
Stockholders approved removal of pass-through voting provision from Federal Express charter (78.0% of outstanding shares for).
All 14 director nominees elected; say-on-pay approved with 90.6% of voted shares; EY ratified as auditor for FY2025.
Outside director compensation unchanged: annual retainer $140,000; RSU grant of $195,000 per director elected at 2024 meeting.
Stockholder proposals on Just Transition report and lobbying alignment failed to pass.

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