FedEx (FDX) Proxy filing summary

Executive summary

• Fiscal 2026 featured strong financial performance, strategic clarity, and the successful spin-off of FedEx Freight, enhancing focus and shareholder value.

• Revenue grew 8%, adjusted operating income rose 8%, and adjusted EPS increased 11% year-over-year.

• Transformation initiatives, including DRIVE and Network 2.0, delivered over $1 billion in structural cost savings.

• Engagement with over 25 major stockholders informed governance and compensation changes.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, advisory approval of executive compensation, ratification of Ernst & Young as auditor, and three shareholder proposals (independent board chair, lower threshold to call special meetings, and report on abortion drug distribution risks).

• Board recommends voting FOR directors, executive compensation, and auditor ratification; AGAINST all shareholder proposals.

Board of directors and corporate governance

• Board consists of eleven members post-meeting, with a mix of tenures, backgrounds, and 36% racial/ethnic diversity.

• Strong governance practices: annual director elections, majority voting, proxy access, no poison pill, and robust stockholder rights.

• Board committees oversee audit, compensation, technology, and governance/safety/public policy.

• Lead Independent Director role ensures independent oversight when Chairman is not independent.