Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) FedEx's annual meeting of stockholders was held on
(b) The stockholders took the following actions at the annual meeting:
Proposal 1: The stockholders elected eleven directors, each of whom will hold office until the annual meeting of stockholders to be held in 2022 and until his or her successor is duly elected and qualified. Each director received more votes cast "for" than votes cast "against" his or her election. The tabulation of votes with respect to each nominee for director was as follows:
Votes Votes Broker Nominee For Against Abstentions Non-Votes Frederick W. Smith 191,285,822 7,712,173 1,127,762 26,296,105 Marvin R. Ellison 196,979,135 2,886,983 259,639 26,296,105 Susan Patricia Griffith 195,380,099 4,398,409 347,249 26,296,105 Kimberly A. Jabal 197,827,216 1,944,476 354,065 26,296,105 Shirley Ann Jackson 190,759,408 9,141,167 225,182 26,296,105 R. Brad Martin 196,355,457 3,504,648 265,652 26,296,105 Joshua Cooper Ramo 196,963,850 2,760,307 401,600 26,296,105 Susan C. Schwab 192,596,004 7,261,409 268,344 26,296,105 David P. Steiner 191,717,519 7,903,729 504,509 26,296,105 Rajesh Subramaniam 195,678,321 4,190,051 257,385 26,296,105 Paul S. Walsh 188,055,794 11,757,342 312,621 26,296,105
Proposal 2: The compensation of FedEx's named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
• 152,798,594 votes for (76.4% of the voted shares) • 46,523,426 votes against (23.2% of the voted shares) • 803,737 abstentions (0.4% of the voted shares) • 26,296,105 broker non-votes
Proposal 3: The Audit Committee's designation of
• 223,590,548 votes for (98.7% of the voted shares) • 2,618,679 votes against (1.2% of the voted shares) • 212,635 abstentions (0.1% of the voted shares) • There were no broker non-votes for this item. 1
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Proposal 4: A stockholder proposal requesting adoption of a policy that the Chairman of the Board be an independent director was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 78,835,034 votes for (39.4% of the voted shares) • 120,851,616 votes against (60.4% of the voted shares) • 439,107 abstentions (0.2% of the voted shares) • 26,296,105 broker non-votes
Proposal 5: A stockholder proposal requesting the
• 74,482,693 votes for (37.2% of the voted shares) • 118,498,647 votes against (59.2% of the voted shares) • 7,144,417 abstentions (3.6% of the voted shares) • 26,296,105 broker non-votes
Proposal 6: A stockholder proposal requesting that FedEx provide a report, updated annually, disclosing information about the corporation's lobbying activities and expenditures was approved by stockholders. The tabulation of votes on this matter was as follows:
• 124,492,664 votes for (62.2% of the voted shares) • 74,934,186 votes against (37.4% of the voted shares) • 698,907 abstentions (0.3% of the voted shares) • 26,296,105 broker non-votes
Proposal 7: A stockholder proposal requesting that the Board of Directors prepare within one year a report to stockholders on whether written policies or unwritten norms at the company reinforce racism in FedEx's corporate culture was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 37,077,002 votes for (18.5% of the voted shares) • 161,867,696 votes against (80.9% of the voted shares) • 1,181,059 abstentions (0.6% of the voted shares) • 26,296,105 broker non-votes 2
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Proposal 8: A stockholder proposal requesting that the Board of Directors seek stockholder approval for any new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive's base salary and target short-term bonus was approved by stockholders. The tabulation of votes on this matter was as follows:
• 116,920,097 votes for (58.4% of the voted shares) • 82,735,992 votes against (41.3% of the voted shares) • 469,668 abstentions (0.2% of the voted shares) • 26,296,105 broker non-votes
Item 8.01. Other Events.
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Compensation Arrangements with Outside Directors. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). 3
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