Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) FedEx's annual meeting of stockholders was held on September 27, 2021.

(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 Ernst & Young LLP as FedEx's independent registered public accounting firm for the fiscal year ending May 31, 2022 was ratified by stockholders. The tabulation of votes on this matter was as follows:





  •   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.




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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 Nominating & Governance Committee issue an annual report to stockholders on the alignment between corporate values and electioneering contributions was not approved by stockholders. The tabulation of votes on this matter was as follows:





  •   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




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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 FedEx Corporation's updated compensation arrangements with outside directors.

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).




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