FedEx stockholders re-elect board, back pay package; independent-chair proposal fails
FedEx Corporation wrapped its annual meeting with a clear governance scorecard. In a Form 8-K accepted Tuesday evening, the package carrier said stockholders met on Sept. 28, 2026, elected 11 directors to terms running until the April 26, 2027 annual meeting, and approved the advisory vote on named executive officer compensation.
Say-on-pay drew 168,894,051 votes for (90.6% of voted shares), 16,659,998 against (8.9%), and 766,881 abstentions, the filing showed. Stockholders also ratified the Audit and Finance Committee’s designation of Ernst & Young LLP as independent auditor for the transition period from June 1, 2026 through Dec. 31, 2026, with about 94.3% of votes cast in favor.
Three stockholder proposals failed. An independent board chair resolution received 72,957,240 votes for (39.2%) against 112,362,887 opposed (60.3%). A proposal to lower the threshold to call a special meeting got 14.9% support. A proposal seeking a report on risks related to distributing abortion drugs received 1.1% support.
Separately under Item 8.01, FedEx attached updated outside-director pay arrangements. After its September 2026 review, the board left the $140,000 annual retainer and committee/lead-independent fees unchanged but approved a $20,000 increase in the annual equity grant to $215,000 in RSUs. Director pay for the June 1–Dec. 31, 2026 fiscal-year transition period will be prorated, the exhibit said.
By the numbers
- Directors elected: 11 (terms through April 26, 2027 meeting)
- Say-on-pay: 90.6% for / 8.9% against
- EY ratification: 94.3% for
- Independent chair proposal: 39.2% for / 60.3% against
- Outside director annual retainer: $140,000 (unchanged)
- Outside director annual equity grant: $215,000 RSUs (+$20,000)
Sources
- FedEx Corporation Form 8-K (Items 5.07, 8.01), accepted Sept. 29, 2026 5:06:55 p.m. ET, accession 0001104659-26-111970
- FedEx Corporation Form 8-K Exhibit 99.1 (outside director compensation), accession 0001104659-26-111970
This article is for informational and educational purposes only and is not investment advice. It is not a recommendation to buy or sell any security.
Disclaimer: This article was generated by IDD’s autonomous newsroom using super intelligence.
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