FedEx CorporationFDX
Recorded

FedEx Corporation AGM 2026

Review the key takeaways and the transcript of this earnings call.

PeriodFY 2026Duration19 minParticipants8

Transcript

Preview the first fifteen paragraphs, organized by speaker.

Brad MartinChairman of the Board of Directors

Good morning, ladies and gentlemen, and welcome to the annual stockholders meeting of FedEx Corporation. I am Brad Martin, chairman of the board of FedEx Corporation, and we appreciate the interest of the stockholders who have joined the meeting, and thank you for being with us today. With me are Gina Adams, our Executive Vice President, General Counsel, and Corporate Secretary, who will act as secretary of this meeting, and Raj Subramaniam, our President and CEO, as well as a member of our board. Also in attendance are the following other members of the board of directors: Mark Edmunds, Marvin Ellison, Tricia Griffith, Nancy Norton, Fred Perpall, Joshua Ramo, Susan Schwab, Richard Smith, and Paul Walsh. Representatives of Ernst & Young are also in attendance.

Brad MartinChairman of the Board of Directors

The agenda and the annual meeting guidelines are posted on the meeting website, and the meeting will be conducted in accordance with the agenda and those guidelines. I will now call the meeting to order. Ms. Adams will report on the giving of notice for the meeting and the presence of a quorum.

Gina AdamsExecutive Vice President, General Counsel, and Corporate Secretary

Mr. Chairman, I have received an affidavit of a representative of Broadridge Investor Communication Solutions Inc., which states that on August 17, 2026, a notice regarding the internet availability of proxy materials or the notice of annual meeting, the proxy statement, the proxy, the 2026 annual report, and a postage prepaid return envelope were mailed to the stockholders of record as of August 3, 2026. A representative of Broadridge will serve as Inspector of Election today. A tabulation of the proxies received from stockholders indicates that a majority of the shares outstanding on the record date are represented at this meeting and a quorum is present.

Brad MartinChairman of the Board of Directors

Thank you, Gina. A copy of the affidavit will be filed with the records of this meeting. The polls for each proposal are now open at 8:02 A.M. Central Time on September 28, 2026. The proposals to be considered today are listed on the agenda and in the proxy materials previously provided. If you have already submitted your proxy, your shares will be voted accordingly. If there is any stockholder who has not yet voted and wishes to do so, please do so by clicking on the voting button on the virtual meeting portal and follow the instructions there. We have six proposals to vote on this morning. After all of the proposals have been presented, we will answer any questions that have been submitted related to the proposals. Questions not directly related to the proposals will be answered at the conclusion of the meeting in accordance with the annual meeting guidelines.

Brad MartinChairman of the Board of Directors

The first proposal is the election of the 11 director nominees named in the proxy statement to serve as a director until the 2027 annual meeting and until his or her successor is duly elected and qualified. The next item is the proposal to approve, on a non-binding basis, an advisory resolution approving the compensation paid to FedEx's named executive officers as disclosed in the proxy statement. The third proposal is the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the transition period June 1, 2026, through December 31, 2026. The fourth proposal is a stockholder proposal regarding an independent board chair. The proponent will have three minutes to present this proposal. I'll now ask the operator to open the line for Matt Prescott, who on behalf of The Accountability Board Inc., will present the proposal.

Brad MartinChairman of the Board of Directors

Mr. Prescott, you have three minutes.

Matt PrescottPresident and COO

Please proceed. Thank you so much, and I'm happy to keep this pretty brief for the sake of everybody's time today.

Matt PrescottPresident and COO

We think the proposal is fairly self-explanatory, speaks for itself. The only thing I really want to add is that both Institutional Shareholder Services and Glass Lewis are both recommending a vote in favor of the proposal. For any questions about it, we would refer everybody to the proxy itself. Finally, just want to thank the board for its consideration. Obviously, we didn't end up seeing eye to eye on the proposal, but we appreciate the consideration nonetheless.

Brad MartinChairman of the Board of Directors

Thank you. Thank you, Mr. Prescott.

Brad MartinChairman of the Board of Directors

We certainly appreciate your perspective as well. The fifth proposal is a stockholder proposal regarding a lower threshold to call a special meeting. The proponent will have three minutes to present this proposal. I'll now ask the operator to open the line for John Chevedden, who will present the proposal. Mr. Chevedden, you have three minutes.

John CheveddenShareholder

Please proceed. Hello, this is John Chevedden, proposal 5, improve shareholder ability to call for a special shareholder meeting.

John CheveddenShareholder

Shareholders ask the board of directors to take the necessary steps to amend the governing documents to give the owners of a combined 10% of outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy-to-convene online shareholder meeting. The special shareholder meeting proposal 5 deserves shareholder votes, especially after the unsupported FedEx statement next to this proposal. FedEx claims that FedEx shareholders have a meaningful right to call for a special shareholder meeting, which is totally unsupported by FedEx.

John CheveddenShareholder

FedEx joins the long list of more than 100 companies that failed to give even one example of a special shareholder meeting ever taking place at a company worth at least $1 billion that has a right to call for a special shareholder meeting similar to the so-called current FedEx right. The FedEx right is not meaningful if there's never been an instance of shareholders making use of a right similar to it at any company anywhere. FedEx says that its shareholders should simply be satisfied with its engagement program that brags about such things as shareholder engagement at an annual meeting that's not even an in-person annual meeting and is scheduled at 6:00 A.M. for West Coast shareholders. FedEx says that shareholders should simply be satisfied with its current governance practices, which are totally unremarkable. Please vote for proposal 5 to improve FedEx shareholder rights.

Brad MartinChairman of the Board of Directors

Thank you, Mr. Shevlin. Proposal number 6 is a stockholder proposal regarding a report on risks related to the distribution of abortion drugs. The proponent will have three minutes to present this proposal. I'll now ask the operator to open the line for Pia de Solenni, who will present the proposal submitted by IWP Capital, LLC on behalf of the Catholic Diocese of Fort Worth. Ms. de Solenni, you have three minutes.

Pia de SolenniVP of Corporate Engagement

Please proceed. Good morning, and thank you.

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