8-K

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): January 27, 2020

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number 1-15829

Delaware	62-1721435
(State or other jurisdiction of incorporation)	(IRS 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	FDX	New York Stock Exchange
0.700% Notes due 2022	FDX 22B	New York Stock Exchange
1.000% Notes due 2023	FDX 23A	New York Stock Exchange
0.450% Notes due 2025	FDX 25A	New York Stock Exchange
1.625% Notes due 2027	FDX 27	New York Stock Exchange
1.300% Notes due 2031	FDX 31	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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.

Election of New Director: On January 27, 2020, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) elected Rajesh Subramaniam, President and Chief Operating Officer of the Company, as a director, effective immediately. The Board does not expect to appoint Mr. Subramaniam as a member of any of its committees. A copy of FedEx’s press release announcing Mr. Subramaniam’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Mr. Subramaniam was elected for a term expiring at the annual meeting of stockholders to be held in September 2020, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Subramaniam, the size of the Board of Directors is now 13 members.

Certain transactions since the beginning of FedEx’s last fiscal year in which FedEx was a participant and in which Mr. Subramaniam and certain members of his immediate family have an interest that are required to be reported under Item 404(a) of Regulation S-K are described under “Related Person Transactions” in FedEx’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 12, 2019.

The selection of Mr. Subramaniam was not pursuant to any arrangement or understanding between him and any other person. Mr. Subramaniam will receive no additional compensation for serving as a director.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
	99.1	Press Release of FedEx Corporation dated January 27, 2020.
	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

1

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: January 27, 2020	By:	/s/ Mark R. Allen
		Mark R. Allen
		Executive Vice President,
		General Counsel and Secretary

2

EXHIBIT INDEX

Exhibit Number		Description
	99.1	Press Release of FedEx Corporation dated January 27, 2020.
	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

E-1

EX-99.1

Exhibit 99.1

	Contact:	Jenny Robertson
		FedEx Media Relations 901.434.4829
		jenny.robertson@fedex.com

Raj Subramaniam Joins FedEx Corporation Board of Directors

MEMPHIS, Tenn., Jan. 27, 2020 — FedEx Corp. (NYSE:FDX) announced today that Raj Subramaniam, the Company’s president and chief operating officer, has been elected to the Board of Directors. With his election, the Board now has 13 members, including 11 independent directors.

Mr. Subramaniam oversees the strategic direction and execution of business priorities for the FedEx portfolio of operating companies, which includes more than 490,000 team members at FedEx Express, FedEx Ground, FedEx Freight, FedEx Services, FedEx Logistics and FedEx Office. He is also a member of the Company’s five-person Executive Committee and serves as co-president and co-CEO of FedEx Services, which provides support functions for major FedEx business units.

“Raj has played a pivotal role in the growth and success of FedEx during his 29 years with the company,” said Frederick W. Smith, chairman and CEO of FedEx Corporation. “His international experience and keen insights will serve the Company well in his role as a member of the Board.”

Prior to assuming his role as president and chief operating officer of FedEx Corp., Mr. Subramaniam was president and chief executive officer of FedEx Express, the world’s largest express transportation company. He also served as executive vice president and chief marketing and communications officer for FedEx Corp., overseeing all aspects of the company’s global marketing and communications, including advertising, brand and reputation, product and business development, e-commerce, retail marketing, and digital access. His portfolio also included oversight of global customer experience, revenue management, corporate strategy, and innovation.

Mr. Subramaniam joined FedEx in 1991. During his tenure at FedEx, he served in Hong Kong where he led marketing activities for the Asia-Pacific region. In 2003, he was promoted to president of FedEx Express in Canada before moving back to the U.S. as senior vice president of marketing and communications for FedEx Services in 2006.

Born in Trivandrum, India, Mr. Subramaniam received an undergraduate degree in chemical engineering from the Indian Institute of Technology. He earned two post-graduate

degrees: a Master of Science in Chemical Engineering from Syracuse University and an MBA from the University of Texas at Austin. Mr. Subramaniam serves on the Board of Directors for First Horizon National Corporation, U.S.-India Strategic Partnership Forum, and the U.S.-China Business Council.

About FedEx Corp.

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $69 billion, the company offers integrated business solutions 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 490,000 team members to remain focused on safety, the highest ethical and professional standards and the needs of their customers and communities. To learn more about how FedEx connects people and possibilities around the world, please visit about.fedex.com.

# # #

XML

Document and Entity Information	Jan. 27, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	FEDEX CORP
Amendment Flag	false
Entity Central Index Key	0001048911
Document Type	8-K
Document Period End Date	Jan. 27, 2020
Entity File Number	1-15829
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	62-1721435
Entity Address, Address Line One	942 South Shady Grove Road
Entity Address, City or Town	Memphis
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38120
City Area Code	(901)
Local Phone Number	818-7500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.10 per share
Trading Symbol	FDX
Security Exchange Name	NYSE
M 0.700 Notes Due 20224 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.700% Notes due 2022
Trading Symbol	FDX 22B
Security Exchange Name	NYSE
M 1.000 Notes Due 20231 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.000% Notes due 2023
Trading Symbol	FDX 23A
Security Exchange Name	NYSE
Senior Unsecured Debt Due 2025 [Member]
Document And Entity Information [Line Items]
Security 12b Title	0.450% Notes due 2025
Trading Symbol	FDX 25A
Security Exchange Name	NYSE
M 1.625 Notes Due 20272 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.625% Notes due 2027
Trading Symbol	FDX 27
Security Exchange Name	NYSE
M 1.300 Notes Due 20313 [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.300% Notes due 2031
Trading Symbol	FDX 31
Security Exchange Name	NYSE