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): December 9, 2013
FedEx Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-15829 | 62-1721435 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 942 South Shady Grove Road, Memphis, Tennessee | 38120 | |
| (Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (901) 818-7500
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)) |
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of New Director: On December 9, 2013, the Board of Directors of FedEx Corporation elected Kimberly Jabal as a director, effective immediately. The Board also appointed Ms. Jabal as a member of its Information Technology Oversight Committee. A copy of FedEx’s press release announcing Ms. Jabal’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Ms. Jabal was elected for a term expiring at the annual meeting of stockholders in September 2014, at which time her continued Board service will be subject to renomination and stockholder approval. With the election of Ms. Jabal, the size of the Board of Directors is now 12 members.
The Board of Directors has determined that Ms. Jabal is independent and meets the applicable independence requirements of the New York Stock Exchange and the Board’s more stringent standards for determining director independence. There have been no transactions since the beginning of FedEx’s last fiscal year, and there are no currently proposed transactions, in which FedEx was or is to be a participant and in which Ms. Jabal or any member of her immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.
The selection of Ms. Jabal was not pursuant to any arrangement or understanding between her and any other person.
Ms. Jabal will be compensated in accordance with the compensation program for FedEx’s non-management (outside) directors outlined in Exhibit 10.1 attached hereto and incorporated by reference herein. Accordingly, she received a stock option for 2,482 shares of FedEx common stock upon her election to the Board.
SECTION 8. OTHER EVENTS.
| Item 8.01. | Other Events. |
Attached as Exhibit 10.1 and incorporated herein by reference is a copy of FedEx Corporation’s updated compensation arrangements with outside directors.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 10.1 | Compensation Arrangements with Outside Directors. | |
| 99.1 | Press Release of FedEx Corporation dated December 9, 2013. | |
2
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 Corporation | ||||||
| Date: December 9, 2013 | By: | /s/ Christine P. Richards | ||||
|
| ||||||
| Christine P. Richards | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
3
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Compensation Arrangements with Outside Directors. | |
| 99.1 | Press Release of FedEx Corporation dated December 9, 2013. | |
.
4
Exhibit 10.1
Compensation Arrangements with Outside Directors
In September 2013, the Board of Directors and its Compensation Committee conducted their annual review of non-management (outside) director compensation and approved the replacement of the quarterly retainer with an annual retainer and the removal of meeting fees, both effective December 1, 2013, but no change to committee chairperson fees (which are summarized below). Accordingly, outside directors are now paid an annual retainer of $111,000 (outside directors elected at the 2013 annual meeting of stockholders will receive a $55,500 retainer payment in December 2013; thereafter, the full annual retainer will be paid following each annual meeting of stockholders, beginning with the 2014 annual meeting). Anyone else who is elected to the Board as an outside director before the 2014 annual meeting will receive the applicable pro rata portion of the annual retainer amount in connection with his or her election.
Chairpersons of the Compensation, Nominating & Governance and Information Technology Oversight Committees are paid an additional annual fee of $13,500. The Audit Committee chairperson is paid an additional annual fee of $22,500. In addition, each outside director who was elected at FedEx’s 2013 annual meeting received a stock option for 3,700 shares of FedEx common stock. Likewise, anyone else who is elected to the Board as an outside director before the 2014 annual meeting will receive the applicable pro rata portion of the annual stock option grant in connection with his or her election.
Exhibit 99.1
FOR IMMEDIATE RELEASE
Kim Jabal Joins
FedEx Corporation Board of Directors
MEMPHIS, Tenn., December 9, 2013 — The Board of Directors of FedEx Corporation (NYSE: FDX) today elected Ms. Kimberly Jabal as a director. The Board also appointed Ms. Jabal as a member of its Information Technology Oversight Committee.
“We are delighted to welcome Kim to our Board of Directors,” said Frederick W. Smith, chairman, president and chief executive officer of FedEx Corp. “We look forward to benefiting immediately from her extensive knowledge of information technology, social media, finance and operations.”
Ms. Jabal, 45, currently is the chief financial officer and oversees the legal and human resources functions at Path, Inc., a privately-held social networking company. Prior to joining Path in March 2013, she served as vice president of finance at Lytro, Inc., an early-stage company focused on building the world’s first consumer lightfield camera. She served in various capacities at Google from 2003 to 2011, including as director of engineering finance, director of investor relations and director of online sales finance. Prior to Google, Ms. Jabal spent two years at Goldman Sachs in technology investment banking. Ms. Jabal has extensive information technology experience, having spent eight years from 1990 to 1998 with Accenture designing and building technical infrastructure for major IT systems implementations at global companies.
Kim holds an engineering degree from the University of Illinois at Urbana-Champaign and an MBA from Harvard University.
Corporate Overview
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $45 billion, the company offers integrated business applications through operating companies competing collectively and managed collaboratively, under the respected FedEx brand. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its more than 300,000 team members to remain “absolutely, positively” focused on safety, the highest ethical and professional standards and the needs of their customers and communities. For more information, visit news.fedex.com.
Media Contact: Jess Bunn 901-818-7463
Investor Contact: Mickey Foster 901-818-7468
Home Page: fedex.com