The GSPP Committee seeks director nominees with the skills and experience needed to properly oversee the interests, risks, and businesses of the company. The Committee carefully evaluates each candidate to ensure that he or she possesses the experience, qualifications, attributes, and skills that the Committee has found are necessary for an effective Board member. These crucial qualities include, among others:

In addition to the qualifications that each director nominee must have, the Board believes that one or more of FedEx’s Board members should possess the experience and expertise listed below because of their particular relevance to the company’s business, strategy, and structure. These were all considered by the Board in connection with this year’s director nomination process.

~~We cordially invite you~~The GSPP Committee identifies, evaluates, and recruits director candidates, considers the advisability of adding new directors to ~~attend~~ the 2017 annual meeting of FedEx’s stockholders. The meeting will take place in the auditorium at the FedEx Express World Headquarters, 3670 Hacks Cross Road, Building G, Memphis, Tennessee 38125, on Monday, September 25, 2017, at 8:00 a.m. local time. We look forward to your attendance either in person or by proxy.

~~Members of FedEx’s management team will be present at the meeting to respond to appropriate questions from stockholders.~~

~~Only stockholders of record at the close of business on July 31, 2017, may vote at the meeting or any postponements or adjournments of the meeting.~~

If you plan you to attend the annual meeting in person, you must register by 11:59 p.m. Eastern time on Thursday, September 21, 2017. See page 90 of the proxy statement for information on how to register in advance to attend the meeting.

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 25, 2017: The following materials are available on~~evaluates and recommends existing director nominees to the ~~Investor Relations page of the FedEx website at~~ ~~http://investors.fedex.com:~~

~~Your vote is very important. Please vote whether or not you plan to attend the meeting.~~

~~Our Board of Directors and management team are committed to achieving and maintaining high standards of corporate governance, as well as a culture of and reputation for~~Including V. James Vena, who joined the highest levels of ethics, integrity and reliability. We periodically review our governance policies and practices against evolving standards and make changes as appropriate. We also value the perspectives of our stockholders and other stakeholders, including our employees and the communities in which we operate, and take steps to implement their points of view where warranted.

In considering possible modifications of our corporate governance policies and practices, our Board and management focus on those changes that are appropriate for our company and our industry, rather than adopting a~~one-size-fits-all~~ ~~approach. Our focus is on the best long-term interests of our company, our stockholders and our other stakeholders.~~

The following sections summarize our corporate governance policies and practices, including our Board leadership structure, our criteria for director selection and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including our Corporate Governance Guidelines, our Board committee charters and our Code of Business Conduct and Ethics, are available in the Governance & Citizenship section of the Investor Relations page of our website at ~~http://investors.fedex.com~~.

The leadership structure of our Board of Directors includes (i) a combined Chairman of the Board and Chief Executive Officer, (ii) independent, active and effective directors of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management policies and (iii) a Lead Independent Director. The Chairperson of the Nominating & Governance Committee, who is elected annually by a majority of the independent Board members, serves as the Lead Independent Director. The Board believes that FedEx has been and continues to be well served by having the company’s founder, Frederick W. Smith, serve as both Chairman of the Board and Chief Executive Officer. The current Board leadership model, when combined with the composition of the Board, the strong leadership of our independent directors, Board committees and Lead Independent Director, and the highly effective corporate governance structures and processes already in place, strikes an appropriate balance between consistent leadership and independent oversight of FedEx’s business and affairs.

The Board believes that FedEx’s Bylaws and Corporate Governance Guidelines help ensure that strong and independent directors will continue to play the central oversight role necessary to maintain FedEx’s commitment to the highest quality corporate governance. Under our Bylaws and Corporate Governance Guidelines, the Board maintains the following long-standing practices, in addition to those described above:

The ~~Board of Directors’ role in risk oversight at FedEx is consistent with the company’s leadership structure, with management havingday-to-day~~ responsibility for assessing and managing the company’s risk exposure and the Board and its committees providing oversight in connection with those efforts, with particular focus on ensuring that FedEx’s risk management practices are adequate and regularly reviewing the most significant risks facing the company. The Board performs its risk oversight role by using several different levels of review. Each Board meeting begins with a strategic overview by the Chairman of the Board and Chief Executive Officer that describes the most significant issues, including risks, affecting the company, and also includes business updates from the President and Chief Operating Officer and each reporting segment CEO. In addition, at least annually, the Board reviews in detail the business and operations of each of the company’s reporting segments, including the primary risks associated with that segment. The Board also reviews the risks associated with the company’s financial forecasts and annual business plan.

Additionally, risks are identified and managed in connection with the company’s robust enterprise risk management (“ERM”) process. Our ERM process provides the enterprise with a common framework and terminology to ensure consistency in identification, reporting and management of key risks. The ERM process is embedded in our strategic financial planning process, which ensures explicit consideration of risks that affect the underlying assumptions of strategic plans and provides a platform to facilitate integration of risk information in business decision-making.

~~The Board has delegated to each of its committees responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility. For example:~~

In addition, the Audit Committee is responsible for reviewing and discussing with management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process. The ERM process culminates in an annual presentation to the Audit Committee on the key enterprise risks facing FedEx.

The Board of Directors has in place an effective planning process to select successors to the Chairman of the Board and Chief Executive Officer and other members of executive management. The Nominating & Governance Committee, in consultation with the Chairman of the Board and Chief Executive Officer, annually reports to the Board on executive management succession planning. The entire Board works with the Nominating & Governance Committee and the Chairman of the Board and Chief Executive Officer to evaluate potential successors to the CEO and other members of executive management. Through this process, the Board receives information that includes qualitative evaluations of potential successors to the CEO and other executives. As noted above, each Board member has complete and open access to any member of management. We believe this enhances the Board’s oversight of succession planning. The Chairman of the Board and Chief Executive Officer periodically provides to the Board his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. Additionally, the Board periodically reviews and revises as necessary the company’s emergency executive management succession plan, which details the actions to be taken by specific individuals in the event a member of executive management suddenly dies or becomes incapacitated.

The Board of Directors has determined that each member of the Audit, Compensation and Nominating & Governance Committees and, with the exception of Frederick W. Smith, each of the Board’s current members (James L. Barksdale, John A. Edwardson, Marvin R. Ellison, John C. (“Chris”) Inglis, Kimberly A. Jabal, Shirley Ann Jackson, R. Brad Martin, Joshua Cooper Ramo, Susan C. Schwab, David P. Steiner and Paul S. Walsh) is independent and meets the applicable independence requirements of the New York Stock Exchange (including the additional requirements for Audit Committee and Compensation Committee members) and the Board’s more stringent standards for determining director independence. Mr. Smith is FedEx’s Chairman of the Board and Chief Executive Officer. Gary W. Loveman retired as a director immediately before the 2016 annual meeting, and the Board of Directors had previously determined that he was independent.

Under the Board’s standards of director independence, which are included in FedEx’s Corporate Governance Guidelines, a director will be considered independent only if the Board affirmatively determines that the director has no direct or indirect material relationship with FedEx, other than as a director. The standards set forth certain categories or types of transactions, relationships or arrangements with FedEx, as follows, each of which (i) is deemed not to be a material relationship with FedEx, and thus (ii) will not, by itself, prevent a director from being considered independent:

~~The Board broadly considered all relevant facts and circumstances, including the following immaterial transactions, relationships and arrangements:~~

The Board of Directors has determined that at least one member of the Audit Committee, John A. Edwardson, is an audit committee financial expert as that term is defined in Securities and Exchange Commission (“SEC”) rules.

~~A director must retire immediately before the annual meeting of FedEx’s stockholders during the calendar year in which he or she attains age 75.~~

In order to encourage significant stock ownership by our directors and senior officers, and to further align their interests with the interests of FedEx’s stockholders, the Board of Directors has established a goal that (a) each~~non-management~~ director serving as of March 13, 2017 own FedEx shares valued at (i) three times his or her annual retainer fee within four years after joining the Board and (ii) five times his or her annual retainer fee by December 31, 2020, (b) each~~non-management~~ director who joins the Board after March 13, 2017 own FedEx shares valued at five times his or her annual retainer fee within five years after joining the Board, and (c) within five years after being appointed to his or her position, each member of senior management own FedEx shares valued at the following multiple of his or her annual base salary:

For purposes of meeting this goal, unvested restricted stock is counted, but unexercised stock options are not. The Board also recommends that each director and senior officer retain shares acquired upon stock option exercises until his or her goal is met. The stock ownership goal is included in FedEx’s Corporate Governance Guidelines. As of July 31, 2017, each director who had been a Board member for over four years (and Mr. Inglis and Ms. Jabal) and each executive officer owned sufficient shares to comply with this goal.

The Board of Directors has adopted a policy requiring stockholder approval for any future “poison pill” prior to or within twelve months after adoption of the poison pill. (A poison pill is a device used to deter a hostile takeover. Note that FedEx does not currently have, nor have we ever had, a poison pill.) The policy on poison pills is included in FedEx’s Bylaws and Corporate Governance Guidelines.

Stockholders and other interested parties may communicate directly with any member (including the Lead Independent Director) or committee of the Board of Directors by writing to: FedEx Corporation Board of Directors, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. Please specify to whom your letter should be directed. The Corporate Secretary of FedEx will review all such correspondence and regularly forward to the Board a summary of all such correspondence and copies of all correspondence that, in her opinion, deals with the functions of the Board or its committees or that she otherwise determines requires the attention of any member, group or committee of the Board of Directors. Board members may at any time review a log of all correspondence received by FedEx that is addressed to Board members and request copies of any such correspondence.

~~In March 2016, the Board of Directors amended our bylaws to implement proxy access. Prior to the Board’s adoption of the~~

proxy access bylaw, we consulted with many of our largest institutional stockholders in order to understand their views and policies regarding proxy access, including the specific provisions they considered important. We spoke with, or otherwise received feedback from, representatives of stockholders owning nearly half of our then-outstanding shares. We also spoke with a representative of the proponent of the proxy access stockholder proposal that was approved at our 2015 annual meeting of stockholders.

~~Substantially all of these stockholders indicated their support for a proxy access bylaw with terms consistent with those now included in our Bylaws, which are as follows:~~

Based on this feedback from our stockholders, and the Board’s assessment of the relative merits of the various proxy access formulations, our Board of Directors approved amendments to our Bylaws to implement proxy access consistent with the terms set forth above, which it determined to be in the best interests of our stockholders. Our Bylaws are available in the Governance & Citizenship section of the Investor Relations page of our website at ~~http://investors.fedex.com~~.

~~The Nominating & Governance~~GSPP Committee will consider director nominees ~~proposed~~recommended by stockholders. To recommend a prospective director candidate for the ~~Nominating & Governance~~GSPP Committee’s consideration, stockholders may submit the candidate’s name, qualifications, including whether the candidate satisfies the requirements set forth in our Corporate Governance Guidelines and discussed in ~~“Proposal 1 — Election of~~“— Process for Selecting Directors — Experience, Qualifications, Attributes, and Skills,” and other relevant biographical information in writing to: FedEx

Corporate Governance Matters –Process for Training and Evaluating Directors

Corporation ~~Nominating &~~ Governance, Safety, and Public Policy Committee, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. FedEx’s Bylaws require stockholders to give advance notice of stockholder proposals, including nominations of director candidates. For more information, please see “Stockholder Proposals and Director Nominations for ~~2018~~2024 Annual Meeting.”

The Board is responsible for recommending director candidates for election by the stockholders and for electing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Nominating & Governance Committee, which identifies, evaluates and recruits highly qualified director candidates and recommends them to the Board. The Nominating & Governance Committee considers potential candidates for director that may come to the attention of the Nominating & Governance Committee through current directors, management, professional search firms, stockholders or other persons. The Nominating & Governance Committee has engaged a third-party executive search firm to assist in identifying potential director candidates. The Nominating & Governance Committee considers and evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a Board member, management, search firm or other sources.

If the Nominating & Governance Committee determines that an additional or replacement director is necessary or advisable, the Nominating & Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a potential director candidate, including interviewing the candidate, engaging an outside firm to gather additional information and making inquiries of persons with knowledge of the candidate’s qualifications and character. In its evaluation of potential director candidates, including the members of the Board of Directors eligible for reelection, the Nominating & Governance Committee considers the current size, composition and needs of the Board of Directors and each of its committees.

FedEx’s Bylaws require that we use a majority-voting standard in uncontested director elections and ~~contain~~ a resignation requirement for directors who fail to receive the required majority vote. The Bylaws also prohibit the Board from ~~changing back~~reverting to a plurality-voting standard without the ~~approval~~affirmative vote of ~~our stockholders.~~the holders of at least a majority of the voting power of all the shares of FedEx stock entitled to vote generally in the election of directors, voting together as a single class. Under the majority-voting standard, a director nominee must receive more votes cast “for” than “against” his or her election in order to be elected to the Board. In accordance with the majority-voting standard and resignation requirement, each director who is standing for reelection at the annual meeting has tendered an irrevocable resignation from the Board of Directors that will take effect if (i) the director does not receive more votes cast “for” than “against” his or her election at the annual meeting, and (ii) the Board accepts the resignation. FedEx’s Bylaws require the Board of Directors, within 90 days after certification of the election results, to accept the director’s resignation unless there is a compelling reason not to do so and to promptly disclose its decision (including, if applicable, the reasons for rejecting the resignation) in a filing with the SEC.

FedEx has a New Director Orientation Program that enables new members of the Board to quickly become active and ~~Preapproval~~effective Board members. The program includes, among other things, an overview of ~~Related Person Transactions~~

The Board of Directors has adopted a Policy on Review and Preapproval of Related Person Transactions, which is included in FedEx’s Corporate Governance Guidelines. The policy requires that all proposed related person transactions (as defined in the policy) and all proposed material changes to existing related person transactions be reviewed and preapproved by the Nominating & Governance Committee. To the extent the related person (as defined in the policy) is a director or immediate family member of a director, the transaction or change must also be reviewed and preapproved by the full Board. The policy provides that a related person transaction or a material change to an existing related person transaction may not be preapproved if it would:

~~The policy requires~~whether the Nominating & Governance Committee to annually (i) review each existing related person transaction that has a remaining term of at least one year or remaining payments of at least $120,000, and (ii) determine, based upon all material facts and circumstances and taking into consideration our contractual obligations, whether it is in the best interests of FedEx and our stockholders to continue, modify or terminate the transaction or relationship.

In accordance with the policy described above, the Nominating & Governance Committee has reviewed the following related person transactions and determined that they remain in the best interests of FedEx and our stockholders:

~~The following table sets forth~~ the ~~amount of FedEx’s common stock beneficially owned by each director, each named executive officer included in the Summary Compensation Table and all directors and executive officers~~Board as a ~~group, as~~whole. Each Board member also completes an individual self-assessment, and those responses are provided to the Chairman of ~~July 31, 2017. Unless otherwise indicated, beneficial ownership is direct~~the Board and the ~~person shown has sole voting and investment power.~~

~~The following table lists certain persons known by FedEx to own beneficially more than five percent of FedEx’s outstanding shares of common stock as of March 31, 2017.~~

~~Section 16(a)~~chairperson of the ~~Securities Exchange Act of 1934 requires directors~~GSPP Committee, who is also our Lead Independent Director. The responses to the performance evaluations and ~~certain officers of FedEx~~individual self-assessments are compiled annually by a third party who distributes the results to the applicable recipients.

The GSPP Committee reviews and ~~persons who own more than ten percent of FedEx’s common stock to file with~~discusses the ~~SEC initial reports of beneficial ownership (Form 3)~~evaluation results for each committee and ~~reports of subsequent changes in their beneficial ownership (Form 4 or Form 5) of FedEx’s common stock. Such directors, officers~~the Board as a whole. Each committee discusses its annual evaluation results and~~greater-than-ten-percent~~ ~~stockholders are required to furnish FedEx with copies~~ identifies any opportunities for improvement. The chairperson of the ~~Section 16(a)~~GSPP Committee reports ~~they file. The SEC has established specific due dates for these reports, and FedEx is required~~the results to ~~disclose in this proxy statement any late filings or failures to file.~~

Based solely upon a review of the copies of the Section 16(a) reports (and any amendments thereto) furnished to FedEx and written representations from FedEx’s directors and reporting officers that no additional reports were required, FedEx believes that its directors and reporting officers complied with all these filing requirements for the fiscal year ended May 31, 2017.

The Board of Directors has a standing Audit Committee, Compensation Committee, Information Technology Oversight Committee and Nominating & Governance Committee. Each committee’s written charter, as adopted by the Board of Directors, ~~is available on~~including any action plans. The chairperson also reports to the ~~Investor Relations page~~Board the results of ~~our website at~~~~http://investors.fedex.com~~ in the ~~Governance & Citizenship section under “Committee Charters.” Committee memberships are currently as follows:~~

In addition, as discussed above under “Corporate Governance Matters — Board Risk Oversight,” each Board committee has responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility. Also, the Audit Committee is responsible for reviewing and discussing with management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process.

~~In response to stockholder demand letters, three special committees~~ of the Board ~~were formed, comprised of Messrs. Edwardson~~ and ~~Steiner and Ms. Jabal. Two of these special committees were dissolved during fiscal 2017. In the aggregate, these committees met two times during fiscal 2017.~~

~~The Board of Directors has approved maintaining the committees so that, immediately following the annual meeting, if all~~chairperson of the GSPP Committee discuss any notable results from the individual director ~~nominees are elected, committee memberships will remain~~self-assessments with the ~~same as~~relevant directors.

~~During fiscal 2017,~~evaluation, our directors consider the ~~Board of Directors held six regular meetings. The average attendance of all directors at~~Board’s processes to ensure, among other things, that its leadership structure remains effective, that Board and committee meetings ~~was 96%. Each director attended at least 80% (and each current director attended at least 86%)~~are conducted in a manner that promotes candid and constructive dialogue, sufficient time has been allocated for such meetings, agenda items reflect key matters of importance to the ~~aggregate meetings of~~company, and that the materials provided to the Board and ~~any committees on which he or she served.~~

~~FedEx expects all Board members to attend annual meetings of stockholders. Each then-current member of~~ the ~~Board of Directors attended the 2016 annual meeting of stockholders.~~

~~During fiscal 2017,non-management~~ ~~(outside) directors were paid an annual retainer of $125,000. Chairpersons of the Compensation, Nominating &~~Corporate Governance and Information Technology Oversight Committees were paid an additional annual fee of $15,000. The Audit Committee chairperson was paid an additional annual fee of $25,000. In addition, each outside director who was elected at FedEx’s 2016 annual meeting received a stock optionMatters –Nominees for ~~3,980 shares of FedEx common stock.~~

In response to stockholder demand letters, three special committees of the Board were formed. Two of these special committees were dissolved during fiscal 2017. Special committee members (Messrs. Edwardson and Steiner and Ms. Jabal) are paid $2,000 for each~~in-person~~ ~~meeting attended and $1,500 for each telephonic meeting attended.~~

~~Frederick W. Smith, the only director who is also a FedEx employee, receives no additional compensation for serving as a director.~~

The Compensation Committee annually reviews director compensation, including, among other things, comparing FedEx’s director compensation practices with those of other companies with annual revenues between $25 billion and $100 billion. Before making a recommendation regarding director compensationElection to the Board ~~the Compensation Committee considers that the directors’ independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial~~

In July 1997, the Board of Directors of FedEx Express (FedEx’s predecessor) voted to freeze the Retirement Plan for Outside Directors (that is, no further benefits would be earned under this plan). Concurrent with the freeze, the Board amended the plan to accelerate the vesting of the benefits for each outside director who was not yet vested under the plan. This plan is unfunded and any benefits under the plan are general, unsecured obligations of FedEx. Once all benefits are paid from the plan, it will be terminated.

The plan benefit payable to the one individual who served on the Board during fiscal 2017 who has not yet received any plan benefits will be paid as a single lump sum distribution. The lump sum distribution is payable on or before the fifteenth business day of the month immediately following the later of the date of the director’s retirement and the date he attains age 60. In the event of the outside director’s death, his surviving spouse shall be entitled to receive the lump sum payment. The following table sets forth for the one director entitled to receive future benefits under the plan who served on the Board during fiscal 2017, the amount payable to him assuming a hypothetical retirement date of June 1, 2017.

~~The following table sets forth information regarding the compensation of FedEx’snon-employee~~ ~~(outside) directors for the fiscal year ended May 31, 2017:~~

All of FedEx’s directors are elected at each annual meeting of stockholders and hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The Board of Directors currently consists of twelve members. The Board proposes that each of the current directors be reelected to the Board. Each of the nominees elected at this annual meeting will hold office until the annual meeting of stockholders to be held in 2018 and until his or her successor is duly elected and qualified.

Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote your shares for the substitute nominee.

~~Under FedEx’smajority-voting~~ standard, each of the twelve director nominees must receive more votes cast “for” than “against” his or her election in order to be elected to the Board. For more information, please see “Corporate Governance Matters —~~Majority-Voting~~ ~~Standard for Director Elections.”~~

~~YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE TWELVE NOMINEES.~~

The Nominating & Governance Committee seeks director nominees with the skills and experience needed to properly oversee the interests of the company. The Committee carefully evaluates each candidate to ensure that he or she possesses the experience, qualifications, attributes and skills that the Committee has found are necessary for an effective board member. These crucial qualities include, among others:

In addition to the qualifications that each director nominee must have, the Board believes that one or more of FedEx’s Board members should possess the experience and expertise listed below because of their particular relevance to the company’s business and structure. These were all considered by the Board in connection with this year’s director nomination process.

Below you will find each nominee’s biography along with other pertinent information, including a selection of each Board nominee’s skills and qualifications. Following the biographies, we have included a chart that exhibits the collective experience, qualifications, attributes, and skills of our Board nominees.

Mr. Ellison serves as Chairman of the Board,


		~~Frederick W. Smith~~
						~~Age:~~73 ~~Director since:1971~~ ~~Committees:None~~ ~~Other public directorships:None~~
		Mr. Smith is the company’s founder and has been Chairman and Chief Executive Officer of FedEx since 1998 and Chairman of FedEx Express since 1975. Mr. Smith was President of FedEx from 1998 through January 2017. He was Chairman, President, and Chief Executive Officer of ~~FedEx Express from 1983 to 1998, Chief Executive Officer of FedEx Express from 1977 to 1998,~~Lowe’s Companies, Inc., a home improvement retailer, serving as Chairman since June 2021 and ~~President of FedEx Express from 1971 to 1975.~~ *~~Skills and Qualifications:~~* •~~Transportation Industry:~~ ~~Founder of our company and the pioneer of the express transportation industry.~~ •~~International:~~ ~~Leads our multinational company and has served on the board of the Council on Foreign Relations and as chairman of the U.S.-China Business Council and the French-American Business Council.~~ •~~Energy:~~ ~~Co-chairman of the Energy Security Leadership Council.~~


		~~James L. Barksdale~~
						~~Age:~~74 ~~Director since:1999~~ ~~Committees:Information Technology Oversight (Chairman), Nominating & Governance~~ ~~Other public directorships:None~~
		Mr. Barksdale is Chairman and President of Barksdale Management Corporation, an investment management company, a position he has held since 1999. He is also the former Managing Partner of The Barksdale Group, a venture capital firm, a position he held from 1999 to 2013. He was President and Chief Executive Officer of Netscape Communications Corporation, a provider of software, services and website resources to Internet users, from 1995 to 1999. He held various senior management positions at FedEx Express from 1979 to 1992, including Executive Vice President and Chief Operating Officer, and was a director of FedEx Express from 1983 to 1991. From January 2012 to June 2012, hesince July 2018. Mr. Ellison served as ~~the interim Executive Director of the Mississippi Development Authority. He is a former director of Sun Microsystems, Inc. and Time Warner, Inc.~~ *~~Skills and Qualifications:~~* •~~Transportation Industry:~~ ~~Held various senior management positions at our company during its early years.~~ •~~Technology:~~ ~~Has held executive positions with multiple technology companies.~~ •~~Government:~~ ~~Served on the U.S. President’s Intelligence Advisory Board for seven years.~~


		~~John A. Edwardson~~
						~~Age:~~68 ~~Director since:2003~~ ~~Committees:Audit (Chairman)~~ ~~Other public directorships:Chubb Limited and Rockwell Collins, Inc.~~
		Mr. Edwardson is the former Chairman and Chief Executive Officer of CDW Corporation, a provider of technology products and services, serving as Chief Executive Officer from 2001 to September 2011 and as Chairman from 2001 to December 2012. He was Chairman and Chief Executive Officer of Burns International Services Corporation, a provider of security services, from 1999 to 2000. He was President and Chief Operating Officer of UAL Corporation (the parent company of United Air Lines, Inc.), an airline, from 1995 to 1998. He is a former director of CDW Corporation. *~~Skills and Qualifications:~~* •~~Transportation Industry/International:~~ ~~Former President and COO of a major airline.~~ •~~Financial:~~ ~~Former CFO of two public companies.~~ •~~Technology:~~ ~~Former CEO of a technology products and services provider.~~


16		~~2017 Proxy Statement~~

~~PROPOSAL 1 — ELECTION OF DIRECTORS~~


		~~Marvin R. Ellison~~
						~~Age:~~52 ~~Director since:2014~~ ~~Committees:Compensation, Information Technology Oversight, Nominating & Governance~~ ~~Other public directorships:J. C. Penney Company, Inc.~~
		~~Mr. Ellison has been~~ Chairman of J. C. Penney Company, Inc., an apparel and home furnishings retailer, ~~since~~from August 1, 2016 until May 2018, and Chief Executive Officer ~~since~~from August ~~1, 2015. Mr. Ellison~~2015 through May 2018 (J. C. Penney filed for reorganization in federal bankruptcy court on May 15, 2020). He served as President andCEO-Designee of J. C. Penney from November 1, 2014 through July 2015. From August 2008 through October 2014, heMr. Ellison served as Executive Vice President – U.S. Stores of The Home Depot, Inc., a home improvement specialty retailer. From June 2002 to August 2008, he served in a variety of operational roles at The Home Depot, including as President – Northern Division and as Senior Vice President – Global Logistics. Prior to joining The Home Depot, Mr. Ellison spent 15 years at Target Corporation in a variety of operational roles. He is a former director of J. C. Penney Company, Inc. and H&R Block, Inc. *~~Skills~~SKILLS AND QUALIFICATIONS*
		Marketing; Retail/E-Commerce Marketing expert with significant retail and ~~Qualifications:~~e-commerce expertise through his executive experience at Lowe’s, The Home Depot, and J. C. Penney.
		Leadership •~~Transportation Industry:~~ Significant executive leadership experience gained from executive positions held at Lowe’s, J. C. Penney, and The Home Depot.
		Transportation/Logistics/Supply Chain Management Served in a variety of logistics roles during his career, including as Senior Vice President – Global Logistics at The Home Depot. ~~Also has significante-commerce~~ ~~experience due to his executive positions held at J. C. Penney and The Home Depot.~~ •~~Marketing:~~ ~~Gained marketing expertise through his executive experience at The Home Depot and J. C. Penney.~~ •~~Leadership:~~ ~~Significant executive leadership experience gained from executive positions held at The Home Depot and J. C. Penney.~~

2023 Proxy Statement

~~John C. (“Chris”) Inglis~~15

Table of Contents

Corporate Governance Matters –Nominees for Election to the Board

STEPHEN E. GORMAN INDEPENDENT
Age: 68 Director Since: 2022 Committees: Cyber and Technology Oversight Governance, Safety, and Public Policy Other Public Company Directorships: Peabody Energy Corporation
			~~Age:~~62 ~~Director since:2015~~ ~~Committees:Compensation, Information Technology Oversight, Nominating & Governance~~ ~~Other public directorships:Huntington Bancshares Inc. and KEYW Corp.~~
		Mr. ~~Inglis~~Gorman is ~~currently~~the former Chief Executive Officer of Air Methods Corporation, a ~~Visiting Professor of Cyber Studies at~~leading domestic provider in the ~~U.S. Naval Academy. He previously~~air medical market, a position he held from August 2018 until his retirement in January 2020. Prior to that, he served ~~for 28 years at the National Security Agency as a computer scientist and operational manager, retiring in 2014~~ as the ~~Agency’s Deputy Director~~President and ~~senior civilian leader. In this role, he acted as the NSA’s chief operating officer responsible for guiding~~Chief Executive Officer of Borden Dairy Company, a fresh milk and ~~directing strategies, operations~~value-added dairy processor and ~~policy.~~distributor, from 2014 until July 2017. Prior to joining ~~the NSA, Mr. Inglis had nine years of active duty service~~Borden Dairy, he served as ~~an officer and pilot in the U.S. Air Force, followed bytwenty-one~~ ~~years with the Air National Guard, from which he retired as a Brigadier General.~~ *~~Skills and Qualifications:~~* •~~Transportation Industry:~~ ~~Commanded USAFC-130~~ ~~tactical airlift units at the Squadron and Group level, holds the rating of USAF Command Pilot and has more than 20 years of experience piloting USAFC-141~~ ~~andC-130~~ ~~aircraft.~~ •~~International:~~ Has extensive experience conducting intelligence liaison as a senior representative of the U.S. government, including three years as the U.S. Special Liaison to the United Kingdom at U.S. Embassy London. •~~Technology:~~ Serves on technical advisory boards across the private and public sectors and holds graduate degrees in engineering and computer science from Columbia, Johns Hopkins, and George Washington Universities. •~~Government/Leadership:~~ ~~Served for 17 years as a senior executive in the U.S. Department of Defense, including seven andone-half~~ ~~years as the Deputy Director~~Executive Vice President and Chief Operating Officer of Delta Air Lines, Inc. from 2008 to 2014 and Executive Vice President – Operations of Delta Airlines from 2007 to 2008. Prior to that, Mr. Gorman served as the ~~NSA.~~President and Chief Executive Officer of Greyhound Lines, Inc. from 2003 to 2007; the Executive Vice President, Operations Support and President, North America for Krispy Kreme Doughnuts, Inc. from 2001 to 2003; and Executive Vice President – Flight Operations & Technical Operations for Northwest Airlines Corp. in 2001. He previously served as a director of Greyhound Lines, Inc., Rohn Industries, Inc., Timco Aviation Services, Inc., Pinnacle Airlines Corporation, and ArcBest Corporation. SKILLS AND QUALIFICATIONS
		Transportation/Logistics/Supply Chain Management Extensive experience in the transportation industry as CEO and COO of public companies in the aviation and transportation industries.
		Financial As a public company CEO, had oversight of financial statements and strategic financial decisions, and led mergers and acquisitions and strategic restructuring activities.
		Risk Management Extensive risk management expertise as CEO and COO of public companies in the aviation and transportation industries.
	International Has extensive experience as an executive officer of large companies with global operations.
	Leadership Extensive leadership in CEO and other executive officer leadership positions for several large public and private corporations and experience as a public company director, including service as Lead Independent Director (ArcBest Corporation).

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Corporate Governance Matters –Nominees for Election to the Board

SUSAN PATRICIA GRIFFITH INDEPENDENT
Age: 58 Director Since: 2018 Committees: Compensation and Human Resources Governance, Safety, and Public Policy Other Public Company Directorships: The Progressive Corporation		Ms. Griffith currently serves as ~~a member of the Strategic Advisory Groups for U.S. Strategic Command~~President and ~~the Director of National Intelligence.~~


		~~Kimberly A. Jabal~~
						~~Age:~~48 ~~Director since:2013~~ ~~Committees:Audit, Information Technology Oversight~~ ~~Other public directorships:None~~
		~~Ms. Jabal currently is the~~ Chief ~~Financial Officer and oversees the customer support and human resources functions at Weebly, Inc., aprivately-held~~ ~~small business software company. Prior to joining Weebly in November 2015, she served as Chief Financial~~Executive Officer of ~~Kong Technologies, Inc. (formerly Path, Inc.)~~The Progressive Corporation, a leading property and ~~as Vice President of Finance at Lytro, Inc., bothearly-stage~~ technology companies. 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 and eight years with Accenture working in information technology. *~~Skills and Qualifications:~~* •~~Financial:~~ ~~CFO of aprivately-held~~ ~~small business software~~casualty insurance company, ~~and former CFO of aprivately-held~~ ~~social networking company.~~ •~~Technology:~~ Has extensive information technology experience, having spent eight years serving in various capacities with Google and eight years with Accenture designing and building technical infrastructure for major IT systems implementations at global companies.


		~~2017 Proxy Statement~~		17

~~PROPOSAL 1 — ELECTION OF DIRECTORS~~


		~~Shirley Ann Jackson~~
						~~Age:~~71 ~~Director since:1999~~ ~~Committees:Audit, Compensation, Nominating & Governance~~ ~~Other public directorships:International Business Machines Corporation, Medtronic, Inc. and Public Service Enterprise Group Incorporated~~
		~~Dr. Jackson is President of Rensselaer Polytechnic Institute (RPI), a technological research university, a position~~positions she has held since ~~1999.~~July 2016. Prior to being named President and Chief Executive Officer, Ms. Griffith served as Progressive’s Personal Lines Chief Operating Officer from April 2015 through June 2016 and Vice President from May 2015 through June 2016. She joined Progressive as a claims representative in 1988 and has served in many key leadership positions during her tenure. Ms. Griffith held several managerial positions in the Claims division before being named Chief Human Resources Officer in 2002. In 2008, she returned to the Claims division as the group president, and prior to being named Personal Lines Chief Operating Officer, she was ~~Chairman~~President of Customer Operations from April 2014 to March 2015. Ms. Griffith was named one of FORTUNE magazine’s “Most Powerful Women in Business” in 2016 and 2017. She is a former director of The Children’s Place, Inc. SKILLS AND QUALIFICATIONS
		Marketing; Retail/E-Commerce Extensive executive and managerial experience in an industry that emphasizes distinctive advertising and marketing campaigns.
		Leadership Has held a series of executive leadership positions at The Progressive Corporation, including her role as President and CEO.
		Technological/Digital/Cybersecurity Executive and managerial experience at a company that relies heavily on its ability to adapt to change, innovate, develop, and implement new applications and other technologies.
		Risk Management; Human Resource Management Extensive risk management expertise as President and CEO at The Progressive Corporation; has held several other managerial positions, including Chief Human Resources Officer, at The Progressive Corporation.

AMY B. LANE INDEPENDENT
Age: 70 Director Since: 2022 Committees: Audit and Finance Compensation and Human Resources Other Public Company Directorships: NextEra Energy, Inc. and TJX Companies Inc.	Ms. Lane is the former Managing Director and Group Leader of the ~~U.S. Nuclear Regulatory Commission (NRC)~~Global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., an investment banking firm, a position she held from ~~1995 to 1999~~1997 until her retirement in 2002. Ms. Lane previously served as Managing Director at Salomon Brothers, Inc., an investment banking firm, where she founded and ~~Commissioner~~led the retail industry investment banking unit, having joined Salomon Brothers in 1989. Ms. Lane also previously served as a director of ~~the NRC from 1995 to 1999. Dr. Jackson was a member of the President’s Council of Advisors on Science~~GNC Holdings, Inc. and ~~Technology (PCAST) from 2009 until 2014,Co-Chair~~ of the President’s Intelligence Advisory Board from November 2014 to January 2017, a member of the International Security Advisory Board to the U.S. Secretary of State from July 2011 to January 2017 and a member of the Secretary of Energy Advisory Board from 2013 to 2017. Dr. Jackson was Vice-Chair of the Board of Regents of the Smithsonian Institution from 2014 to 2017 andas a member of the Board of ~~Regents~~Trustees of Urban Edge Properties. SKILLS AND QUALIFICATIONS
		Financial Earned an MBA in Finance from ~~2005 to 2017. She also is a life trustee~~The Wharton School, University of ~~M.I.T. (member of the M.I.T. Corporation). Dr. Jackson is a National Medal of Science recipient. She was previously a director of Marathon Oil Corporation, NYSE Euronext and U.S. Steel Corporation.~~ *~~Skills and Qualifications:~~* •~~Financial:~~Pennsylvania. Has numerous years of experience in financial services, capital markets, finance, and accounting, and public company audit and finance committee experience, including as a chair. ~~Dr. Jackson is also a former director of NYSE Euronext~~
		Retail/E-Commerce Founded and ~~former chair of~~led the ~~Board of NYSE Regulation.~~ •~~Technology:~~ ~~Earned undergraduate~~retail industry investment banking units at Salomon Brothers and ~~doctorate degrees in physics from the Massachusetts Institute of Technology~~Merrill Lynch and is ~~the president of aworld-renowned~~ ~~technological research university (RPI). Dr. Jackson is also~~ a member of the Board of ~~IBM and~~TJX Companies Inc., a ~~former member of PCAST.~~ •~~Energy/Government:~~ ~~Former Chairman and Commissioner of the U.S. Nuclear Regulatory Commission, formerCo-Chair~~ of the President’s Intelligence Advisory Board, a former member of the International Security Advisory Board to the U.S. Secretary of State, a former member of the Secretary of Energy Advisory Board and a former director of Marathon Oil Corporation.

leading global off-price retailer.

~~R. Brad Martin~~

Energy

Member of the Board of NextEra Energy, Inc., a leading clean energy company.

Leadership

Significant executive leadership, management, and strategy expertise as the former leader of two investment banking practices covering the global retailing industry and service as a director on numerous public company boards.

2023 Proxy Statement

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Corporate Governance Matters –Nominees for Election to the Board

R. BRAD MARTIN INDEPENDENT — VICE CHAIRMAN
Age: 71 Director Since: 2011 Committees: Audit and Finance (Chair) Other Public Company Directorships: Westrock Coffee Company	~~Age:~~65 ~~Director since:2011~~ ~~Committees:Audit, Nominating & Governance~~ ~~Other public directorships:Chesapeake Energy Corporation (Chairman) and First Horizon National Corporation~~
		Mr. Martin is Chairman of RBM Venture Company, a private investment company, a position he has held since 2007. He ~~also is~~previously served as Chairman and Chief Executive Officer of Riverview Acquisition Corp., an investment company, from April 2021 until its merger with Westrock Coffee Company in August 2022. Mr. Martin was formerly the Chairman of the Board of Chesapeake Energy Corporation, a producer of oil, natural gas, ~~and oil~~ and natural gas liquids, a position he ~~has~~ held ~~since~~from October ~~2015. Mr. Martin~~2015 to February 2021. He was Chairman and Chief Executive Officer of Saks Incorporated from 1989 to 2006 and remained Chairman until his retirement in 2007. He is the former Interim President of the University of Memphis, a position he held from July 2013 until May 2014. ~~Mr. Martin was Chairman and Chief Executive Officer of Saks Incorporated from 1989 to 2006 and remained Chairman until 2007, when he retired.~~ He was previously a director of Chesapeake Energy Corporation, First Horizon National Corporation, Caesars Entertainment Corporation, ~~Dillards,~~Dillard’s, Inc., Gaylord Entertainment Company, lululemon athletica inc. ~~and~~, Ruby Tuesday, Inc. ~~Skills~~, and ~~Qualifications:~~Riverview Acquisition Corp. SKILLS AND QUALIFICATIONS •~~Financial:~~
		Financial; Risk Management Earned an MBA from Vanderbilt ~~University~~University. As a former CEO of a public company, he actively supervised the CFO, and has significant public company audit committee ~~experience.~~ •~~Marketing:~~experience, including as a chair. An audit committee financial expert, as determined by the Board. Former chair of the First Horizon National Corporation Executive and Risk Committee.
		Marketing; Retail/E-Commerce Gained valuable retail marketing experience and successfully applied his marketing expertise as the former CEO of Saks, a leading department store retailer. •~~Energy:~~ ~~Member~~
		Energy; Transportation/Logistics/Supply Chain Management Former member of the ~~boards~~board of Pilot Travel Centers LLC and former Chairman of the Board of Chesapeake Energy ~~Corporation,~~Corporation.
	Government Former Tennessee state representative.

NANCY A. NORTON INDEPENDENT
Age: 58 Director Since: 2022 Committees: Compensation and Human Resources Cyber and Technology Oversight Other Public Company Directorships: None	Vice Admiral Norton is the retired Director of the Defense Information Systems Agency (DISA), a U.S. Department of Defense combat support agency, and commander, Joint Force Headquarters Department of Defense Information Network, positions she held from February 2018 through February 2021 after serving as Vice Director of DISA from August 2017 through February 2018. Vice Admiral Norton served over 34 years of active duty service as an officer in the U.S. Navy. She served as the director, Command, Control, Communications and Cyber Directorate, U.S. Pacific Command; director of Warfare Integration for Information Warfare; and held commands and posts in multiple international locations. She is the recipient of numerous personal and campaign awards, including the National Security Agency’s Frank B. Rowlett Award for individual achievement in information security. SKILLS AND QUALIFICATIONS
		Technological/Digital/Cybersecurity Served as Director of DISA, where heher focus was providing information and cyber security tools and support for the U.S. Department of Defense; held numerous other communications and information security senior leadership positions while serving in the U.S. Navy.
		Human Resource Management Led global teams as a Vice Admiral in the U.S. Navy and Director of DISA.
		International Has extensive experience conducting technology and cyberspace operations as a U.S. Naval officer, including numerous international leadership positions.
		Government; Leadership Served for 34 years as an officer in the U.S. Navy; provided leadership and oversight of global team at DISA.

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Corporate Governance Matters –Nominees for Election to the Board

FREDERICK P. PERPALL INDEPENDENT
Age: 48 Director Since: 2021 Committees: Audit and Finance Governance, Safety, and Public Policy Other Public Company Directorships: Starwood Property Trust, Inc.		Mr. Perpall currently serves as ~~Chairman,~~Chief Executive Officer of The Beck Group, one of the world’s largest integrated design-build firms, a position he has held since 2013. Mr. Perpall leads the firm’s domestic and ~~Pilot Travel Centers LLC.~~ •~~Government:~~ ~~Former Tennessee state representative.~~

			international design, planning, and construction business. He also serves on the Board of Councilors for The Carter Center and is President of the United States Golf Association Executive Committee. Mr. Perpall has a bachelor’s and master’s degree from the University of Texas at Arlington and is a member of the American Institute of Architects College of Fellows, an alumnus of Harvard Business School’s Advanced Management Program, and a former Americas Fellow at The Baker Institute at Rice University. He previously served as a director of Triumph Bancorp, Inc. SKILLS AND QUALIFICATIONS
~~Joshua Cooper Ramo~~	Risk Management Has extensive experience in an industry where oversight and management of risks related to safety and compliance are mission-critical functions.
		~~Age:~~48 ~~Director since:2011~~ ~~Committees:Audit, Information Technology Oversight~~ ~~Other~~ Financial Alumnus of Harvard Business School’s Advanced Management Program; public ~~directorships:Starbucks Corporation~~	company audit and investment committee member.
Leadership Ten years of service as Chief Executive Officer of The Beck Group.

JOSHUA COOPER RAMO INDEPENDENT
Age: 54 Director Since: 2011 Committees: Cyber and Technology Oversight (Chairman) Other Public Company Directorships: None	Mr. Ramo is Chairman and Chief Executive Officer of Sornay, LLC, a strategic advisory firm, a position he has held since January 2021. He previously served as Vice Chairman,Co-Chief Executive Officer, of Kissinger Associates, Inc., a strategic advisory firm, from 2011 through 2020 (he ~~has been~~was Vice Chairman since 2011 andCo-Chief Executive Officer since ~~July 1,~~ 2015). He served as Managing Director of Kissinger Associates from 2006 to 2011. Prior to joining Kissinger Associates, he was Managing Partner of JL Thornton & Co., LLC, a consulting firm. Before that, he worked as a journalist and served as Senior Editor, Foreign Editor, and then Assistant Managing Editor of TIME Magazine from 1995 to 2003. He is a former director of Starbucks Corporation. *~~Skills~~SKILLS AND QUALIFICATIONS*
		Leadership Chairman and ~~Qualifications:~~Chief Executive Officer, Sornay, LLC; former Vice Chairman, Co-Chief Executive Officer, of Kissinger Associates.
		International •~~International:~~ Has been a term member of the Council on Foreign Relations, Asia 21 Leaders Program, World Economic Forum’s Young Global Leaders, and Global Leaders of Tomorrow. Heco-founded theU.S.-China Young Leaders Forum in conjunction with the National Committee onU.S.-China Relations. •~~Leadership:~~ ~~Vice Chairman,Co-Chief~~ ~~Executive Officer, Kissinger Associates.~~

2023 Proxy Statement

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Corporate Governance Matters –Nominees for Election to the Board

							SUSAN C. SCHWAB INDEPENDENT
18 Age: 68 Director Since: 2009 Committees: Compensation and Human Resources Cyber and Technology Oversight Other Public Company Directorships: Caterpillar Inc. and Marriott International, Inc.		~~2017 Proxy Statement~~

~~PROPOSAL 1 — ELECTION OF DIRECTORS~~


		~~Susan C. Schwab~~
						~~Age:~~62 ~~Director since:2009~~ ~~Committees:Compensation, Information Technology Oversight~~ ~~Other public directorships:The Boeing Company, Caterpillar Inc. and Marriott International, Inc.~~
		Ambassador Schwab is acurrently Professor Emerita at the University of Maryland School of Public Policy, a position she has held since June 2020. Prior to being named Professor Emerita, Ambassador Schwab was a Professor from January ~~2009.~~2009 to May 2020. She has also served as a strategic advisor to Mayer Brown LLP, a law firm, since March 2010. She served as U.S. Trade Representative from 2006 to January 2009 and as Deputy U.S. Trade Representative from 2005 to 2006. She was Vice Chancellor of the University System of Maryland and President and Chief Executive Officer of the University System of Maryland Foundation from 2004 to 2005. ~~She~~Ambassador Schwab was Dean of the University of Maryland School of Public Policy from 1995 to 2003. She was Director of Corporate Business Development of Motorola, Inc., an electronics manufacturer, from 1993 to 1995. She was Assistant Secretary of Commerce for the U.S. and Foreign Commercial Service from 1989 to 1993. Ambassador Schwab also serves as Board Chair of the National Foreign Trade Council. She ~~was previously~~is a former director of The ~~Adams Express Company, Calpine Corporation and Petroleum & Resources Corporation.~~ Boeing Company. ~~Skills and Qualifications:~~SKILLS AND QUALIFICATIONS •~~International/Government:~~
		International; Government Former U.S. Trade Representative and former~~Director-General~~ Director–General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce), the export promotion arm of the U.S. government. •~~Leadership:~~
		Leadership Former U.S. Trade Representative, former~~Director-General~~ Director–General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce), former President and Chief Executive Officer of the University System of Maryland Foundation, and former Dean of the University of Maryland School of Public Policy.

FREDERICK W. SMITH
Age: 78 Director Since: 1971 Committees: None Other Public Company Directorships: None

			Mr. Smith is the company’s founder and has been Executive Chairman of FedEx since June 1, 2022, and Chairman of the Board since 1998. Mr. Smith was Chief Executive Officer of FedEx from 1998 through May 2022 and President of FedEx from 1998 through January 2017. He was Chairman, President, and Chief Executive Officer of FedEx Express from 1983 to 1998, Chief Executive Officer of FedEx Express from 1977 to 1998, President of FedEx Express from 1971 to 1975, and Chairman of FedEx Express from 1975 to May 2022. SKILLS AND QUALIFICATIONS
~~David P. Steiner~~	Transportation/Logistics/Supply Chain Management; Leadership Founder and former CEO of our company and the pioneer of the express transportation industry.
		~~Age:~~57 ~~Director since:2009~~ ~~Committees:Nominating & Governance (Chairman)~~ ~~Other public directorships:Vulcan Materials Company~~	Energy Chairman Emeritus of the Energy Security Leadership Council.
International Founder and former CEO of our multinational company and has served on the board of the Council on Foreign Relations and as chairman of the U.S.-China Business Council and the French-American Business Council.

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Corporate Governance Matters – Nominees for Election to the Board

DAVID P. STEINER INDEPENDENT — LEAD INDEPENDENT DIRECTOR

Age: 63 Director Since: 2009 Committees: Governance, Safety, and Public Policy (Chair) Other Public Company Directorships: Vulcan Materials Company	Mr. Steiner is the former Chief Executive Officer of Waste Management, Inc., a provider of integrated waste management services, serving as Chief Executive Officer from 2004 through October 2016. He was President of Waste Management, Inc. from 2010 through July 2016, Executive Vice President and Chief Financial Officer from 2003 to 2004, Senior Vice President, General Counsel and Corporate Secretary from 2001 to 2003, and Vice President and Deputy General Counsel from 2000 to 2001. He was a partner at Phelps Dunbar L.L.P., a law firm, from 1990 to 2000. Mr. Steiner was previously a director of TE Connectivity Ltd. and Waste Management, Inc. ~~Skills and Qualifications:~~SKILLS AND QUALIFICATIONS •~~Transportation:~~
		Transportation/Logistics/Supply Chain Management Former CEO of Waste Management, which transports waste materials. •~~Financial:~~
		Financial Has an accounting degree from Louisiana State University and was CFO of Waste Management before becoming its CEO. •~~Energy:~~
		Energy Former CEO of Waste Management, which has taken an industry leadership role in converting waste to renewable energy.

RAJESH SUBRAMANIAM

Age: 57 Director Since: 2020 Committees: None Other Public Company Directorships: The Procter & Gamble Company	Mr. Subramaniam serves as President and Chief Executive Officer of FedEx Corporation, a position he has held since June 2022. In this position, Mr. Subramaniam provides strategic direction for the FedEx portfolio of operating companies. During his more than 30-year tenure with FedEx, Mr. Subramaniam has served in a multitude of leadership roles, including President and Chief Executive Officer-Elect of FedEx Corporation from March 2022 to May 2022, President and Chief Operating Officer of FedEx Corporation from March 2019 to March 2022, President and Chief Executive Officer of FedEx Express, the world’s largest express transportation company, from January 2019 to March 2019, and Executive Vice President and Chief Marketing and Communications Officer of FedEx Corporation from January 2017 to December 2018. He served as Executive Vice President of Marketing and Communications at FedEx Services from 2013 to January 2017. He is a former director of First Horizon National Corporation. SKILLS AND QUALIFICATIONS
		Transportation/Logistics/Supply Chain Management Over 30 years of experience at FedEx in several operating companies.
		International; Leadership Has held leadership roles at FedEx in the Asia-Pacific region and Canada. Serves on the U.S.-India Strategic Partnership Forum and the U.S.-China Business Council.
		Marketing; Retail/E-Commerce Oversaw all aspects of FedEx’s global marketing and communications, including advertising, brand and reputation, product and business development, e-commerce, revenue and forecasting planning, retail marketing, and digital access.
		Technological/Digital/Cybersecurity Responsible for several landmark developments at FedEx, including the continuing digital transformation of the company, and has had an instrumental role in recent technology upgrades to address the continued growth of e-commerce.

2023 Proxy Statement

~~Paul S. Walsh~~21

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Corporate Governance Matters – Nominees for Election to the Board

PAUL S. WALSH INDEPENDENT

Age: 68 Director Since: 1996 Committees: Compensation and Human Resources (Chair) Other Public Company Directorships: McDonald’s Corporation and Vintage Wine Estates, Inc.
			~~Age:~~62 ~~Director since:1996~~ ~~Committees:Compensation (Chairman)~~ ~~Other public directorships:Avanti Communications Group plc (Chairman), Compass Group PLC (Chairman) and RM2 International S.A.~~
		Mr. Walsh is Executive Chairman of the Board of ~~Compass~~McLaren Group ~~PLC,~~Limited, a ~~food service~~luxury automotive, motorsport, and ~~support services~~technology company, a position he has held since ~~February 2014.~~January 2020. He also ~~is Chairman of the Board of Avanti Communications Group plc, a leading satellite operator providing high speed internet and data services, a position he has held since November 2013. Mr. Walsh~~currently serves as an advisor for L.E.K. Consulting, a global strategy consulting firm, and TPG Capital LLP, a private investment firm. Mr. Walsh formerly served as Operating Partner at Bespoke Capital Partners LLC, an investment company, and Executive Chairman of Bespoke Capital Acquisition Corp., in each case from August 2016 until June 2021, and he served as Chairman of the Board of Compass Group PLC, a food service and support services company, from February 2014 to December 2020. Mr. Walsh served as Chief Executive Officer of Diageo plc, a beverage company, from 2000 to June 2013 and then served as an advisor to the company from July 2013 through 2014. Mr. Walsh also is a director of Chime Communications Limited, where he serves as Chairman of the Board, ~~RM2 International S.A.~~ and ~~Simpsons Malt Limited, and~~UPL Corporation Ltd., Cayman. He has been a member of the U.K. Prime Minister’s Business Advisory Group since July ~~2015. He~~2015 and has been a Business Ambassador on the U.K. government’s Business Ambassador Network since his appointment in August 2012. Mr. Walsh was Chairman, President, and Chief Executive Officer of The Pillsbury Company, a wholly owned subsidiary of Diageo plc, from 1996 to 2000, and Chief Executive Officer of The Pillsbury Company from 1992 to 1996. He was ~~appointed as a Business Ambassador on the U.K. government’s Business Ambassador Network in August 2012. He was~~ previously a director of Avanti Communications Group PLC, Centrica plc, Compass Group PLC, Diageo plc, HSBC Holdings plc, Ontex Group NV, Pace Holdings Corp., RM2 International S.A., TPG Pace Holdings Corp., Unilever PLC, and ~~Unilever PLC.~~ Bespoke Capital Acquisition Corp. ~~Skills and Qualifications:~~SKILLS AND QUALIFICATIONS •~~International:~~
		International Former CEO of a~~U.K.-based,~~ U.K.–based, large multinational corporation. •~~Financial:~~
		Financial Has held executive finance positions, including CFO of a major division, at a~~U.K.-based~~ U.K.–based public company. •~~Marketing:~~
		Marketing; Retail/E-Commerce Led a company that owes much of its growth and success to highly effective marketing of its brands. •~~Government:~~ His consumer-centric experience brings a vital and unique perspective to the Board.
	Government Has held executive positions at companies where government interface is crucial.

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Summary of Director Nominee Experience, Qualifications, Attributes, and Skills

~~2017 Proxy Statement~~

~~PROPOSAL 1 — ELECTION OF DIRECTORS~~

~~Summary of Director~~Transportation/Logistics/Supply Chain Management Experience ~~Qualifications, Attributes and Skills~~

~~Transportation Industry Experience~~is a positive attribute as it greatly increases a director’s understanding of our business operations and its management.

●

International Experienceis beneficial given our ~~continued capitalization on increasing globalization~~operations in over 220 countries and ~~the resulting expansion of customer access to goods, services and information.~~

territories.

●

Financial Expertiseis important given our use of financial targets as measures of success and the importance of accurate financial reporting and robust internal auditing.

●

Marketing Expertiseis valuable because we emphasize promoting and protecting the FedEx brand, one of our most important assets.

●

~~Technological~~Retail/E-Commerce Expertiseis significant because we are strategically focused on the opportunity presented by this massive and fast-growing market.

Technological/Digital/Cybersecurity Expertise is beneficial because attracting and retaining customers and competing effectively depend in part upon the sophistication, security, and reliability of our technology.

●

Energy Expertiseis important as we are committed to protecting the environment and have initiatives ~~underway~~under way to reduce our energy use and minimize our environmental impact.

●

Human Resource Management Expertise is important because our success depends on the talent, dedication, and well-being of our people — our greatest asset.

Government Experienceis useful in our~~highly-regulated~~ highly regulated industry as we work constructively with governments around the world.

●

Risk Management Expertise is important as we work to identify and manage risks to our business and operations in a complex global environment.

Leadership Experienceis critical because we want directors with the experience and confidence to capably advise our executive management team on a wide range of issues.

Audit Committee Financial Expert

The Board of Directors has determined that R. Brad Martin is an audit committee financial expert as that term is defined in SEC rules.

Director Independence

The Board of Directors has determined that each member of the Audit and Finance, Compensation and Human Resources, and GSPP Committees is independent. With the exception of Frederick W. Smith and Rajesh Subramaniam, each of the Board’s current members (Marvin R. Ellison, Stephen E. Gorman, Susan Patricia Griffith, Kimberly A. Jabal, Amy B. Lane, R. Brad Martin, Nancy A. Norton, Frederick P. Perpall, Joshua Cooper Ramo, Susan C. Schwab, David P. Steiner, and Paul S. Walsh) is independent and meets the applicable independence requirements of the New York Stock Exchange (including the additional New York Stock Exchange and SEC requirements for Audit and Finance Committee and Compensation and Human Resources Committee members, as applicable, with respect to current committee members) and the Board’s more stringent standards for determining

2023 Proxy Statement 23

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director independence. Mr. Smith is FedEx’s Executive Chairman, and Mr. Subramaniam is FedEx’s President and Chief Executive Officer. V. James Vena served as a director during fiscal 2023 and until his resignation from the Board on July 26, 2023, following his appointment as Chief Executive Officer and a board member of Union Pacific Corporation. The Board also determined that Mr. Vena was independent.

Under the Board’s standards of director independence, which are included in FedEx’s Corporate Governance Guidelines, available under the ESG heading on the Investor Relations page of our website at investors.fedex.com, a director will be considered independent only if the Board affirmatively determines that the director has no direct or indirect material relationship with FedEx, other than as a director. The standards set forth certain categories or types of transactions, relationships, or arrangements with FedEx, as follows, each of which (i) is deemed not to be a material relationship with FedEx, and thus (ii) will not, by itself, prevent a director from being considered independent:

	Prior Employment of Director. The director was employed by FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended.
	Prior Employment of Immediate Family Member. An immediate family member was an officer of FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended.
	Current Employment of Immediate Family Member. An immediate family member is employed by FedEx in a non-officer position, or by FedEx’s independent auditor not as a partner and not personally working on FedEx’s audit.
	Interlocking Directorships. An executive officer of FedEx served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended.
	Transactions and Business Relationships. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that makes or has made payments to, or receives or has received payments (other than contributions, if the company is a tax-exempt organization) from, FedEx for property or services, and the amount of such payments has not within any of such other company’s three most recently completed fiscal years exceeded one percent (or $1 million, whichever is greater) of such other company’s consolidated gross revenues for such year.
	Indebtedness. The director or an immediate family member is a partner, greater than 10% shareholder, director, or officer of a company that is indebted to FedEx or to which FedEx is indebted, and the aggregate amount of such debt is less than one percent (or $1 million, whichever is greater) of the total consolidated assets of the indebted company.
	Charitable Contributions. The director is a trustee, fiduciary, director, or officer of a tax-exempt organization to which FedEx contributes, and the contributions to such organization by FedEx have not within any of such organization’s three most recently completed fiscal years exceeded one percent (or $250,000, whichever is greater) of such organization’s consolidated gross revenue for such year.

In determining each director’s independence, the Board broadly considered all relevant facts and circumstances, including the following immaterial transactions, relationships, and arrangements:

	Mr. Ellison serves, and Mr. Martin served (through June 30, 2022), on the Board of Trustees of the University of Memphis, a non-profit entity to which FedEx makes payments and charitable contributions. Robert B. Carter, FedEx’s Executive Vice President, FedEx Information Services and Chief Information Officer, was appointed to the Board of Trustees of the University of Memphis effective July 1, 2023. The payments and charitable contributions made by FedEx to the University of Memphis in fiscal 2023 represented 2.8% of the University’s consolidated gross revenue for the year. The payments and charitable contributions made by FedEx to the University of Memphis in each of its 2022 and 2021 fiscal years represented less than one percent of the University’s consolidated gross revenue for the year. The Board determined that Messrs. Ellison and Martin are independent directors under the Board’s independence standards as neither of them has a direct or indirect material relationship with either FedEx or the University of Memphis, other than as a director, trustee, or former trustee, and neither of them derive any financial or other personal benefit from these transactions.
	FedEx has an ordinary course business relationship with Lowe’s Companies, Inc., an entity for which Mr. Ellison has served as Chairman of the Board since June 2021 and President and Chief Executive Officer and as a director since July 2018. The amount of the payments made by FedEx to Lowe’s (and vice versa) within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year.
	FedEx has an ordinary course business relationship with The Progressive Corporation, an entity for which Ms. Griffith serves as President and Chief Executive Officer and as a director since July 2016. The amount of the payments made by FedEx to Progressive (and vice versa) within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year.
	Mr. Martin and Mr. Carter served as members of the board of managers of Pilot Travel Centers LLC in fiscal 2023 (through April 2023). The amount of the payments made by FedEx to Pilot Travel Centers in calendar years 2022 and 2020 did not exceed one percent (or $1 million, whichever is greater) of its consolidated gross revenue for such year, and the amount of payments in calendar 2021 was approximately 1.1% of Pilot Travel Center’s consolidated gross revenue in 2021.

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Related Person Transactions

In accordance with the company’s Policy on Review and Preapproval of Related Person Transactions, which is described in more detail below in “— Board Processes and Policies — Policy on Review and Preapproval of Related Person Transactions,” the GSPP Committee has reviewed the following existing related person transactions and determined that they remain in the best interests of FedEx and our stockholders:

	FedEx’s policy on personal use of corporate aircraft requires officers to pay FedEx two times the cost of fuel, plus applicable passenger ticket taxes and fees, for personal trips. Pursuant to this requirement, Mr. Smith paid FedEx $1,320,493 during fiscal 2023 in connection with certain personal use of corporate aircraft.
	Mr. Smith’s oldest son is employed by FedEx Express as its President and Chief Executive Officer–Airline and International and was formerly its President and Chief Executive Officer. The compensation of Mr. Smith’s oldest son for fiscal 2023 (including any incentive compensation amounts and the Black-Scholes value of any stock option award) was $4,989,200.
	Mr. Smith’s daughter is employed by FedEx Corporation as a staff director of global public policy; Mr. Subramaniam’s brother is employed by FedEx Services as a manager of information technology; the son-in-law of Mark R. Allen, FedEx’s Executive Vice President, General Counsel and Secretary, is employed by FedEx as a managing director in the legal department; and the wife of Sriram Krishnasamy, FedEx’s Executive Vice President and Chief Transformation Officer and Chief Executive Officer–FedEx Dataworks, is employed by FedEx Services as a manager of information technology. The total annual compensation of each of Mr. Smith’s daughter, Mr. Subramaniam’s brother, Mr. Allen’s son-in-law, and Mr. Krishnasamy’s wife for fiscal 2023 (including any incentive compensation and the Black-Scholes value of any stock option award) did not, individually, exceed $395,000.
	In fiscal 2017, following the Board’s approval, FedEx entered into a two-year software services agreement with LiveSafe, Inc., a leading mobile risk intelligence solution for safety and security incident prevention, response, and communication. Mr. Smith is a former member of the board of directors of LiveSafe, and an affiliated entity of Mr. Smith invested $7.25 million in LiveSafe’s Series B financings. Mr. Smith’s youngest son was an employee and partial owner of LiveSafe. Under the terms of the agreement, FedEx paid LiveSafe $300,000 per year, in addition to an initial set-up fee of approximately $20,000. In July 2018, following the Board’s approval, FedEx and LiveSafe agreed to amend and extend the agreement through July 2021. Pursuant to the amendment, the number of licensed FedEx users of the LiveSafe application increased, and FedEx paid total license fees of approximately $4.4 million over the three-year term of the agreement. In October 2020, Vector Solutions, an unrelated third party and provider of software solutions for learning, operational readiness, workforce management, and risk reduction, acquired LiveSafe. Following the sale of LiveSafe to Vector Solutions, Mr. Smith and Mr. Smith’s youngest son no longer hold any ownership interests in LiveSafe or Vector Solutions, and Mr. Smith’s youngest son is no longer employed by LiveSafe or Vector Solutions. In connection with the sale of LiveSafe, Vector Solutions and Mr. Smith’s youngest son entered into a referral agreement pursuant to which Mr. Smith’s youngest son receives commissions upon the renewal of certain LiveSafe agreements in place prior to the sale, including the FedEx agreement. LiveSafe is an integral part of our workplace safety program. Based on the recommendations of our Security and Information Technology leadership, in fiscal 2022 FedEx extended the term of the software services agreement with Vector Solutions (as successor to LiveSafe) for a three-year term beginning July 31, 2021 through July 30, 2024. The GSPP Committee and the independent members of the Board approved the extension of the agreement. FedEx will pay an annual license fee of $1,545,000 for each year of the three-year term based on the current number of licensed FedEx users. Pursuant to the referral agreement, Vector Solutions will pay Mr. Smith’s youngest son a commission of $154,500 per year over the three-year renewal term based on the current number of licensed FedEx users.

The Board’s Role and Responsibilities

FedEx Corporate Governance

Our Board of Directors and management team are committed to achieving and maintaining high standards of corporate governance, as well as a culture of and reputation for the highest levels of ethics, integrity, and reliability. We periodically review our governance policies and practices against evolving standards and make changes when the Board believes they would be in the best interests of stockholders. We value the perspectives of our stockholders and other stakeholders, including our employees and the communities in which we operate, and take steps to address their concerns where warranted.

In considering possible modifications of our corporate governance policies and practices, our Board and management focus on those changes that are best for our company and our industry. Our focus is on the best long-term interests of our company, our stockholders, and our other stakeholders.

The following sections summarize our corporate governance policies and practices, including our Board leadership structure and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including our Corporate Governance Guidelines, our Board committee charters, and our Code of Conduct, are available under the ESG heading on the Investor Relations page of our website at investors.fedex.com.

2023 Proxy Statement

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Board Risk Oversight

The Board of Directors’ role in risk oversight at FedEx is consistent with the company’s leadership structure, with management having day-to-day responsibility for assessing and managing the company’s risk exposure and the Board and its committees providing oversight in connection with those efforts, with particular focus on the adequacy of FedEx’s risk management practices and regularly reviewing the most significant risks facing the company. The Board performs its risk oversight role by using several different levels of review. Each Board meeting includes a strategic overview by the Chief Executive Officer that describes the most significant issues, including risks, affecting the company, and also includes business updates on each reporting segment. In addition, at least annually, the Board reviews in detail the business and operations of each of the company’s reporting segments, including the primary risks associated with that segment. The Board also reviews the risks associated with the company’s financial forecasts and annual business plan.

Additionally, risks are identified and managed in connection with the company’s robust enterprise risk management (“ERM”) process. Our ERM process provides the enterprise with a common framework and terminology to ensure consistency in identification, reporting, and management of key risks. The ERM process is embedded in our strategic financial planning process, which ensures explicit consideration of risks that affect the underlying assumptions of strategic plans and provides a platform to facilitate integration of risk information in business decision-making.

The Board has four standing committees. The Board has delegated to each of its committees responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility.

	Audit and Finance Committee		Cyber and Technology Oversight Committee
	Audit and Finance Committee		Cyber and Technology Oversight Committee
The Audit and Finance Committee reviews and discusses with management the company’s financial affairs, including capital structure, allocation, and returns; strategic financial outlook; annual business plan; major financial and other risk exposures and the steps management has taken to monitor and control such exposures; and the implementation and effectiveness of the company’s compliance and ethics programs, including the Code of Conduct and the FedEx Alert Line. In addition, the Audit and Finance Committee is responsible for reviewing and discussing with management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process. The ERM process culminates in an annual presentation to the Audit and Finance Committee on the key enterprise risks facing FedEx.		The Cyber and Technology Oversight Committee reviews and discusses with management the company’s cyber and technology-related risks, including network security, information security, and data privacy and protection, and the technologies, policies, processes, and practices for managing and mitigating such risks. It also reviews and discusses with management the cybersecurity, cyber-resiliency, and technology aspects of the company’s business continuity and disaster recovery capabilities and contingency plans.

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	Compensation and Human Resources Committee		Governance, Safety, and Public Policy Committee
	Compensation and Human Resources Committee		Governance, Safety, and Public Policy Committee
The Compensation and Human Resources Committee, or “Compensation & HR Committee,” reviews and discusses with management the relationship between the company’s compensation policies and practices and the company’s risk management, including the extent to which those policies and practices create or decrease risks for the company. In addition, the Compensation & HR Committee reviews and discusses with management the company’s key human resource management strategies and programs, including company culture; diversity, equity, and inclusion (“DEI”); workforce demographics; and enterprise health care programs.		The Governance, Safety, and Public Policy Committee, or “GSPP Committee,” reviews and discusses with management, in light of the company’s risk exposure, the composition, structure, processes, and practices of the Board and the Board committees. In addition, the GSPP Committee reviews and discusses with management the company’s safety strategies, policies, programs, and practices and safety-related risk management strategies, programs, and initiatives; steps taken by management to identify, assess, and manage risks relating to the company’s political activities and expenditures; corporate social responsibility (“CSR”) goals, strategies, and programs, including the management of sustainability- and climate-related risks; and the company’s Securities Manual, which regulates trading in FedEx securities by our executives and Board members.

Board Oversight of Sustainability and Corporate Social Responsibility Matters

FedEx is well recognized as a leader not only in the transportation industry and for technological innovation, but also in global CSR. We understand that a sustainable global business is tied to our ESG commitments, strategies, and goals, and we are committed to connecting the world responsibly and resourcefully. Our CSR strategies and programs emphasize long-term performance that creates lasting, positive value for our business, society, and our stakeholders, including customers, team members, suppliers, communities, and stockholders. Our culture, principles, and emphasis on long-term performance have guided our company since our founding five decades ago. Key elements of our CSR strategy include our “Safety Above All” commitment for all our operations; environmental efficiency innovations; a sustainable supply chain; a diverse, equitable, and inclusive workplace; and the robust giving and volunteering platform known as FedEx Cares. We have aligned our CSR platform with our company’s mission and values and embedded it into our strategies, governance, operations, systems, and culture. We conduct regular ESG materiality assessments to make sure we remain focused on the right CSR priorities for the benefit of our business, our customers, our team members, our stockholders, and other key stakeholders.

The FedEx Enterprise Sustainability Council is responsible for setting, implementing, and reviewing our company-wide sustainability strategy and is chaired by our Chief Sustainability Officer. The Chief Sustainability Officer also oversees the company-wide implementation of our environmental management system and reviews performance on an annual basis. The Chief Sustainability Officer regularly reviews our sustainability programs with the GSPP Committee.

Our governance, operations, culture, and CSR priorities are closely aligned. The Board of Directors and its committees oversee our global CSR initiatives. The Board is responsible for reviewing and overseeing our culture and evaluating management’s efforts to align corporate culture with our stated values and long-term strategy. Additionally, the Board has delegated to each of its committees responsibility for the oversight of specific aspects of our corporate culture and other CSR activities that fall within the committee’s areas of responsibility.

	The Audit and Finance Committee evaluates the execution and effectiveness of our corporate integrity and compliance programs and regularly discusses with management other developments regarding ESG reporting, including the alignment of financial reporting and ESG disclosures and internal controls and procedures related to ESG disclosures.
	The GSPP Committee oversees our CSR goals, strategies, and programs, including the management of sustainability- and climate-related risks. The committee is also responsible for overseeing our safety programs and political activities and expenditures.
	The Compensation & HR Committee oversees our DEI, culture, workforce demographics, enterprise healthcare, and other key human resource management strategies and initiatives.
	The Cyber and Technology Oversight Committee reviews and discusses with management the company’s technologies, policies, processes, and practices for managing and mitigating cyber- and technology-related risks and monitors the company’s business continuity and disaster recovery capabilities and contingency plans.

2023 Proxy Statement

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FedEx is committed to actively supporting the communities we serve worldwide through the strategic investment of our people, resources, and network. We provide financial contributions, in-kind charitable shipping services, and volunteer efforts by our team members to help a variety of non-profit organizations achieve their goals and make a measurable impact on the world.

ESG and CSR Highlights

The success of our efforts is built on our sound ESG practices, which are aligned with our company strategic focus. We remain steadfast in transparently sharing our progress in three areas that are central to everything we do—our principles, our people, and our planet. FedEx publishes an annual ESG Report describing how we think about our responsibilities in the area of global CSR that includes important goals and metrics demonstrating our commitment to fulfilling these responsibilities. Our 2023 ESG Report is available at fedex.com/en-us/sustainability/reports.html.

FedEx also publishes a Global Economic Impact Report highlighting the company’s impact on the communities we serve. With operations in more than 220 countries and territories, the economic footprint of FedEx is not limited to any single market, city, or state: FedEx contributes positively to local economies and enables global trade by offering shipping and logistics services that impact output at origins, stopover, and destination locations around the world. Our 2022 Global Economic Impact Report is available at economicimpact.fedex.com.

The 2023 ESG Report and 2022 Global Economic Impact Report are not incorporated by reference in, and do not form a part of, this proxy statement.

Highlights from the 2023 ESG Report and 2022 Global Economic Impact Report are noted below:

Our Principles		We run our business with an absolute commitment to safety, ethics, integrity, and reliability in our global operations, as well as in how we manage global supply chain relationships, advocacy, data, and cybersecurity practices. In 2023, FedEx was recognized by Ethisphere as one of the World’s Most Ethical Companies^®. FedEx was the only honoree in the Transportation/Trucking/Railroad industry category in 2023.
Our People		For fiscal 2022, 36% of FedEx management employees in the U.S. were minorities, and 27% of FedEx management employees globally were women. In fiscal 2022, FedEx provided over $23 million in tuition assistance to more than 12,000 employees. In fiscal 2022, FedEx contributed over $5 million to various non-profits aligned with our DEI commitment. In 2022, FedEx was named one of the Best-of-the-Best Corporations for Inclusion by the National Business Inclusion Consortium. Our lost-time injury rate (as defined by standards published by the U.S. Occupational Safety and Health Administration) for fiscal 2022 decreased 28% compared to fiscal 2021.
Our Planet		Thanks to our ongoing collective emissions-reduction efforts, we decreased carbon dioxide emissions intensity on a revenue basis by 48.9% from fiscal 2009 through fiscal 2022, a period during which our average daily package volume grew by 142%. For fiscal 2022, our ongoing fuel- and energy-savings initiatives avoided almost 2.8 million metric tons of CO2e, more than 12% of our fiscal 2022 total greenhouse gas emissions. For fiscal 2022, 150 million gallons of jet fuel were avoided through aircraft modernization efforts, reducing our fiscal 2022 total jet fuel consumption by 10.76%. In fiscal 2022, we had over 6,200 alternative fuel vehicles in service. In fiscal 2022, 100% of purchased FedEx Office paper and 64% of FedEx-branded packaging was sourced from certified sustainable sources. Our “one FedEx” and Network 2.0 strategic initiatives are a structural shift in the way we utilize our networks. Going forward, we will leverage these initiatives to reduce our station footprint, decrease pickup-and-delivery routes, and optimize our enterprise linehaul networks.
Our Global Impact		We donated $86 million to charitable organizations in fiscal 2022. According to an analysis prepared by Dun & Bradstreet, FedEx operations and business activity indirectly contributed to net economic output worth an estimated $22.6 billion across the global economy in fiscal 2022. $18.8 billion in goods and services were acquired from diverse and small business suppliers in our U.S. operations in fiscal 2022.

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Stockholder Engagement

We believe that thoughtful stockholder engagement is important, and we have a long history of such engagement. We have an active stockholder engagement program in which we meet regularly with our largest stockholders to discuss our business strategy, operations, sustainability and CSR programs, and corporate governance, as well as other topics of interest to them. Our stockholder engagement efforts allow us to better understand our stockholders’ priorities, perspectives, and concerns, and enable the company to effectively address issues that matter most to our stockholders.

We also give our stockholders the means by which they can communicate with our Board. As set forth in our Corporate Governance Guidelines, one of the responsibilities of each of our Lead Independent Director and Vice Chairman of the Board is to communicate with stockholders, as appropriate, and if so requested. Moreover, as discussed in more detail in “— Board Processes and Policies — Communications with Directors,” our stockholders have the ability to communicate directly with any director (including our Lead Independent Director or Vice Chairman of the Board), any Board committee, or the full Board.

Stockholder Engagement


Engagement Highlights
	Since our last annual meeting, we have engaged with a global and diverse group of approximately 400 stockholders, including actively managed funds, index funds, union and public pension funds, and socially responsible investment funds. This group represented approximately 41% of our outstanding shares. Participants included our President and Chief Executive Officer, Lead Independent Director and Chair of the GSPP Committee, Vice Chairman of the Board and Chair of the Audit and Finance Committee, Chair of the Compensation & HR Committee, Chief Sustainability Officer, Executive Vice President – Chief People Officer, and legal and investor relations teams.

Focus Areas
	Business Strategy and Performance	Human Resource Management
	Executive Compensation	Board Governance, Composition, and Refreshment
	Corporate Culture and DEI	Climate Change and Other Sustainability Matters

●2023 Proxy Statement

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Executive Management Succession Planning

The Board of Directors has in place an effective planning process to select successors to the Chief Executive Officer and other members of executive management. The GSPP Committee, in consultation with the Chief Executive Officer, annually reports to the Board on executive management succession planning. The entire Board works with the GSPP Committee and the Chief Executive Officer to evaluate potential successors to the CEO and other members of executive management. Through this process, the Board receives information that includes qualitative evaluations of potential successors to the Chief Executive Officer and other executives. Each Board member has complete and open access to any member of management. We believe this enhances the Board’s oversight of succession planning. The Chief Executive Officer will at all times make available, and periodically provides to the Board, his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. Additionally, the Board periodically reviews and revises as necessary the company’s emergency executive management succession plan, which details the actions to be taken by specific individuals in the event a member of executive management suddenly dies, departs unexpectedly, or becomes incapacitated.

Board Structure

Board Leadership Structure

FedEx’s strong and independent Board of Directors effectively oversees our management and provides vigorous oversight of FedEx’s business and affairs in support of our mission of producing superior financial returns for our stockholders by providing high value-added logistics, transportation, and related business services through focused operating companies.

The leadership structure of our Board of Directors includes:

A separate Executive Chairman and Chairman of the Board and Chief Executive Officer, as well as an independent Vice Chairman, who is the designated successor to the Chairman of the Board.

Independent, active, and effective directors of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management policies.

A Lead Independent Director.

The chairperson of the GSPP Committee, who is elected annually by a majority of the independent Board members, serves as the Lead Independent Director.

The roles of FedEx Chairman of the Board and Chief Executive Officer are held by two separate individuals. From 1977 until May 31, 2022, Frederick W. Smith, FedEx’s founder, served as both Chairman of the Board of Directors and Chief Executive Officer. Effective June 1, 2022, in connection with the announcement that Mr. Smith was stepping down as Chief Executive Officer and that Rajesh Subramaniam had been promoted to the role of President and Chief Executive Officer, the Board named Mr. Smith as Executive Chairman. As Executive Chairman, Mr. Smith focuses on Board governance as well as issues of global importance, including sustainability, innovation, and public policy. This separation of the roles of Chairman and Chief Executive Officer allows FedEx to leverage Mr. Smith’s extensive knowledge of FedEx while transitioning full oversight of FedEx’s strategic initiatives and business plans to Mr. Subramaniam. In addition, effective March 25, 2022, the Board named R. Brad Martin, the independent chair of the Audit and Finance Committee, as Vice Chairman of the Board and designated him as the successor to the Chairman of the Board, meaning that he will become the independent Chairman of the Board at such time as Mr. Smith leaves the Board. The Board also determined to maintain the policy requiring that if the Chairman of the Board is the Chief Executive Officer, an Executive Chairman, or otherwise not independent, the chairperson of the GSPP Committee shall serve as Lead Independent Director.

The current Board leadership model, when combined with the composition of the Board, the strong leadership of our independent directors, Board committees, Vice Chairman, and Lead Independent Director, and the highly effective corporate governance structures and processes in place, strikes an appropriate balance between consistent leadership and independent oversight of FedEx’s business and affairs. As set forth in our Corporate Governance Guidelines, the Lead Independent Director has the following responsibilities and authority:

	presides at executive sessions of the non-management and independent Board members and, if a Vice Chairman of the Board is not serving, presides at all other meetings of the Board of Directors at which the Chairman of the Board is not present;
	serves as a liaison between the Chairman of the Board and independent Board members, it being understood that all Board members have complete and open access to any member of management;
	reviews and approves Board meeting agendas and Board meeting schedules;
	consults with the Chairman of the Board with regard to other information sent to the Board of Directors in connection with Board meetings or other Board action;
	may call meetings of the independent Board members as he deems necessary or appropriate; and
	is available to communicate with stockholders of the Company, as appropriate, if requested by such stockholders.

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In addition, under our Corporate Governance Guidelines, the Board may elect an independent director to serve as Vice Chairman, and such Vice Chairman will serve as the designated successor to the Chairman of the Board. FedEx’s Bylaws provide that a Vice Chairman of the Board shall exercise the powers and perform the duties of the Chairman of the Board when the Chairman of the Board is not present. In addition, the Vice Chairman of the Board:

	works closely with the Chairman of the Board to assist the Chairman of the Board in carrying out his duties;
	provides such other assistance as the Chairman of the Board may request;
	communicates with stockholders of the company, as appropriate, if requested by such stockholders; and
	has additional responsibilities as may be prescribed by the Board from time to time.


●Directors stand for election annually by majority vote.		Under our Bylaws, all members of our Board of Directors are elected annually. In addition, our Bylaws require that we use a majority-voting standard in uncontested director elections in which a director nominee must receive more votes cast “for” than “against” in order to be elected.
Our independent directors hold regular executive sessions.		●Our independent Board members meet at regularly scheduled executive sessions without management present. The Chairman of the Board, if independent, or the Lead Independent Director conducts and presides at these meetings. In addition, the Lead Independent Director may call such meetings of the independent Board members as he or she deems necessary or appropriate, may be designated to preside at any Board or stockholder meeting if no Vice Chairman is serving, and presides at all Board meetings at which the Chairman of the Board or Vice Chairman (if serving) is not present.
Board members may submit agenda items and request information.		Each Board member may place items on the agenda for Board meetings, raise subjects that are not on the agenda for that meeting, or request information that has not otherwise been provided to the Board. Additionally, the Lead Independent Director (if serving) reviews and approves all Board meeting schedules and agendas and consults with the Chairman of the Board regarding other information sent to the Board in connection with Board meetings or other Board action.
Our Board members interact with management.		●Consistent with our philosophy of empowering each member of our Board of Directors, each Board member has complete and open access to any member of management and to the chairperson of each Board committee for the purpose of discussing any matter related to the work of such committee. The Chairman of the Board (if independent) and Lead Independent Director also serve as liaisons, but not a buffer, between the Chief Executive Officer and independent Board members.
Our directors are encouraged to interact with stockholders.		If any of our major stockholders asks to speak with any Board member on a matter related to FedEx, we encourage that director to make himself or herself available and will facilitate such interaction. Additionally, the Lead Independent Director and Vice Chairman of the Board are available to communicate with stockholders, as appropriate, if requested by such stockholders.
Our directors can request special Board meetings.		●Special meetings of the Board can be called by the Chairman of the Board, the Chief Executive Officer, or the Vice Chairman or at the request of two or more directors.
The Board or any Board committee can retain independent advisors.		The Board and each Board committee have the authority to retain independent legal, financial, and other advisors as they deem appropriate.
Our Bylaws provide stockholders a meaningful proxy access right.		●Our Bylaws provide stockholders a meaningful proxy access right. The Bylaws include the following terms: a 3% ownership threshold and 3-year holding period requirement; a cap on the number of director nominees at two directors or 20% of the Board, whichever is greater; and a stockholder group aggregation limit of 20.
Our Bylaws provide stockholders a right to call a special meeting.		Our Bylaws provide holders of 20% or more of our common stock the right to call a special meeting, subject to the terms of our Bylaws.

2023 Proxy Statement

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Board Committees

The Board of Directors has four standing committees: the Audit and Finance Committee, Compensation & HR Committee, Cyber and Technology Oversight Committee, and GSPP Committee. Each committee’s written charter, as adopted by the Board of Directors, is available on the Investor Relations page of our website at investors.fedex.com under the ESG heading below “Board of Directors.” Committee memberships are as follows:

AUDIT AND FINANCE COMMITTEE

COMMITTEE MEMBERS^*:

R. BRAD MARTIN**
(CHAIR)

Marvin R. Ellison
Kimberly A. Jabal
Amy B. Lane
Frederick P. Perpall

FY23 MEETINGS HELD
11

COMMITTEE REPORT
page 86

*V. James Vena served as a member of the Audit and Finance Committee during fiscal 2023 and until his resignation from the Board of Directors on July 26, 2023, following his appointment as Chief Executive Officer and a board member of Union Pacific Corporation.

**Audit Committee Financial Expert

COMMITTEE FUNCTIONS:

Oversees the independent registered public accounting firm’s qualifications, independence, and performance;

Assists the Board of Directors in its oversight of (i) the integrity of FedEx’s financial statements, (ii) the effectiveness of FedEx’s disclosure controls and procedures and internal control over financial reporting, (iii) the performance of the internal auditors, (iv) the Company’s controls and procedures related to its ESG disclosures, and (v) the Company’s financial affairs, including capital structure, allocation, and returns;

Preapproves all audit and allowable non-audit services to be provided by FedEx’s independent registered public accounting firm;

Reviews and discusses with management and the Board of Directors (i) the guidelines and policies that govern the processes by which the company assesses and manages its exposure to risk and (ii) the company’s major financial and other risk exposures and the steps management has taken to monitor and control such exposures;

Oversees FedEx’s integrity and compliance programs, including compliance with legal and regulatory requirements, and reviews and discusses with management legislative, regulatory, and other developments regarding ESG reporting and disclosures; and

Reviews and discusses with management and the Board of Directors (i) the company’s annual business plan and strategic financial outlook, (ii) capital expenditure and lease requests (subject to Board-established approval thresholds) and the company’s return on invested capital and other financial performance metrics, and (iii) the company’s capital structure and allocation, cash dividend policy, stock repurchase authorizations, debt and equity financings, and material credit agreements.

COMPENSATION AND HUMAN RESOURCES COMMITTEE

COMMITTEE MEMBERS:

PAUL S. WALSH
(CHAIR)

Susan Patricia Griffith
Amy B. Lane
Nancy A. Norton
Susan C. Schwab

FY23 MEETINGS HELD
6

COMMITTEE REPORT
page 40

COMMITTEE FUNCTIONS:

Evaluates, together with the independent members of the Board, the performance of each of FedEx’s Executive Chairman and Chief Executive Officer and recommends their compensation for approval by the independent directors;

Reviews and discusses with management the Compensation Discussion and Analysis and produces a report recommending whether the Compensation Discussion and Analysis should be included in the proxy statement;

Oversees the administration of FedEx’s equity compensation plans and reviews the strategies relating to, and costs and structure of, key employee benefit and fringe-benefit plans and programs;

Helps discharge the Board’s responsibilities relating to the compensation of executive management; and

Reviews and discusses with management the company’s key human resource management strategies and programs, including company culture; diversity, equity, and inclusion; workforce demographics; and enterprise health care programs.

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CYBER AND TECHNOLOGY OVERSIGHT COMMITTEE

COMMITTEE MEMBERS:

JOSHUA COOPER RAMO (CHAIR)

Stephen E. Gorman
Kimberly A. Jabal
Nancy A. Norton
Susan C. Schwab

FY23 MEETINGS HELD
9

COMMITTEE FUNCTIONS:

Reviews major cyber and technology–related projects and technology architecture decisions;

Assesses whether FedEx’s cyber and technology programs effectively support the company’s business objectives and strategies;

Assists the Board of Directors in oversight of cyber and technology-related risks and management’s efforts to monitor and mitigate those risks; and

Advises FedEx’s senior Information Technology management team and the Board of Directors on cyber and technology-related matters.

GOVERNANCE, SAFETY, AND PUBLIC POLICY COMMITTEE

COMMITTEE MEMBERS*:

DAVID P. STEINER (CHAIR)

Marvin R. Ellison
Stephen E. Gorman
Susan Patricia Griffith
Frederick P. Perpall

FY23 MEETINGS HELD
6

*V. James Vena served as a member of the GSPP Committee during fiscal 2023 and until his resignation from the Board of Directors on July 26, 2023, following his appointment as Chief Executive Officer and a board member of Union Pacific Corporation.

COMMITTEE FUNCTIONS:

Identifies individuals qualified to become Board members;

Recommends to the Board director nominees to be proposed for election at the annual meeting of stockholders;

Recommends to the Board of Directors (including chairpersons) for appointment to Board committees;

Assists the Board in determining director independence, overseeing Board and committee evaluations, and developing and implementing effective corporate governance programs;

Reviews and discusses with management the company’s safety strategies, policies, programs, and practices and safety-related risk management strategies, programs, and initiatives;

Reviews and discusses with management (i) public policy, political, and legislative trends and matters that affect or may affect the company’s business, performance, strategies, or reputation; (ii) the company’s political activities and participation in the political process; (iii) the company’s contributions to trade associations and other tax-exempt organizations that engage in political activities; (iv) the steps management has taken to identify, assess, and manage risks relating to the company’s political activities and expenditures; (v) the company’s reporting of its political activities and expenditures; and (vi) the company’s Policy on Political Contributions;

Reviews and discusses with management the company’s CSR goals, strategies, and programs, including the management of sustainability- and climate-related risks, and, in consultation with the Audit and Finance Committee, reviews and discusses with management the company’s annual ESG Report; and

Reviews and discusses the company’s Securities Manual with the Executive Vice President and General Counsel and recommends any proposed changes to the Board of Directors for approval.

In addition, as discussed above under “— The Board’s Role and Responsibilities — Board Risk Oversight,” each Board committee has responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility. Also, the Audit and Finance Committee is responsible for reviewing and discussing with management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process.

2023 Proxy Statement

●33

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Corporate Governance Matters – Board Processes and Policies

As discussed above, Ms. Jabal is not standing for reelection. The Board of Directors has approved otherwise maintaining the composition and chairs of the committees so that, immediately following the annual meeting, if all of the director nominees are elected, committee memberships will be as follows:

●

AUDIT AND FINANCE COMMITTEE

●COMPENSATION AND HUMAN RESOURCES COMMITTEE

CYBER AND TECHNOLOGY OVERSIGHT COMMITTEE

●

GOVERNANCE, SAFETY, AND PUBLIC POLICY COMMITTEE

R. Brad Martin
(Chair)
Marvin R. Ellison
Amy B. Lane
Frederick P. Perpall


20		~~2017 Proxy Statement~~Paul S. Walsh (Chair) Susan Patricia Griffith Amy B. Lane Nancy A. Norton Susan C. Schwab		Joshua Cooper Ramo (Chair) Stephen E. Gorman Nancy A. Norton Susan C. Schwab		David P. Steiner (Chair) Marvin R. Ellison Stephen E. Gorman Susan Patricia Griffith Frederick P. Perpall

Board Meetings and Meeting Attendance

During fiscal 2023, the Board of Directors held six regular meetings and three special meetings. The average attendance of all directors at Board and committee meetings was 94%. Each director attended at least 75% of the aggregate meetings of the Board and any committees on which he or she served that were held during the periods that he or she served as a director. Our policy on director attendance at meetings can be found in our Corporate Governance Guidelines, which are available under the ESG heading on the Investor Relations page of our website at investors.fedex.com.

Attendance at Annual Meeting of Stockholders

FedEx expects all Board members to attend annual meetings of stockholders. Each then-current member of the Board of Directors attended the 2022 annual meeting of stockholders.

Board Processes and Policies

Director Mandatory Retirement

FedEx’s Corporate Governance Guidelines provide that a non-management director must retire immediately before the annual meeting of FedEx’s stockholders during the calendar year in which he or she attains age 75. Under this policy, a non-management director may not be nominated to a new term if he or she would be age 75 or older at the end of the calendar year in which the election is held. In order to provide the GSPP Committee and the Board of Directors greater flexibility in director succession planning, the policy provides that the Board of Directors, upon the recommendation of the GSPP Committee, may grant an exception to the mandatory retirement provision for a specific director, with each such exception required to be renewed annually.

Policy on Poison Pills

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Corporate Governance Matters – Board Processes and Policies

Policy on Review and Preapproval of Related Person Transactions

The Board of Directors has adopted a Policy on Review and Preapproval of Related Person Transactions, which is included in FedEx’s Corporate Governance Guidelines. The policy requires that all proposed related person transactions (as defined in the policy) and all proposed material changes to existing related person transactions be reviewed and preapproved by the GSPP Committee. To the extent the related person (as defined in the policy) is a director or immediate family member of a director, the transaction or change must also be reviewed and preapproved by the full Board. The policy provides that a related person transaction or a material change to an existing related person transaction may not be preapproved if it would:

	Interfere with the objectivity and independence of any related person’s judgment or conduct in carrying out his or her duties and responsibilities to FedEx;
	Not be fair as to FedEx; or
	Otherwise be opposed to the best interests of FedEx and its stockholders.

The policy requires the GSPP Committee to annually (i) review each existing related person transaction that has a remaining term of at least one year or remaining payments of at least $120,000, and (ii) determine, based upon all material facts and circumstances and taking into consideration our contractual obligations, whether it is in the best interests of FedEx and our stockholders to continue, modify, or terminate the transaction or relationship.

Communications with Directors

Stockholders and other interested parties may communicate directly with the entire Board or any member (including the Executive Chairman, President and Chief Executive Officer, Lead Independent Director, or Vice Chairman), committee, or group of independent directors of the Board of Directors by writing to: FedEx Corporation Board of Directors, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. Please specify to whom your letter should be directed. The Corporate Secretary of FedEx will review all such correspondence and regularly forward to the Board a summary of all such correspondence and copies of all correspondence that, in his opinion, deals with the functions of the Board or its committees or that he otherwise determines requires the attention of any member, group, or committee of the Board of Directors. Board members may at any time review a log of all correspondence received by FedEx that is addressed to Board members and request copies of any such correspondence.

Policy Regulating Trading by Insiders

We have comprehensive and detailed policies (memorialized in the FedEx Securities Manual) that regulate trading by our insiders, including Board members. The Securities Manual includes information regarding trading windows, blackout periods, explains when transactions in FedEx stock are permitted, and contains a mandatory pre-clearance policy for transactions in FedEx securities by certain insiders, including Board members. The Securities Manual prohibits insiders, including Board members, from trading (or tipping others to trade) in FedEx securities on the basis of “material, non-public information” until the information has been disclosed to the public. The policy explains the principles governing “material, non-public information” and provides examples of the types of events or information that may be considered material. The GSPP Committee periodically reviews and discusses the Securities Manual with the Executive Vice President and General Counsel and recommends any proposed changes to the Board of Directors for approval.

The Securities Manual and our Corporate Governance Guidelines also set forth certain types of transactions in FedEx securities that are always prohibited, even when permitted by law, in order to further align the interests of our executives and directors with our stockholders’ interests. Specifically, (1) publicly traded (or exchange-traded) options, such as puts, calls, and other derivative securities; (2) short sales, including “sales against the box”; and (3) hedging or monetization transactions designed to limit the financial risk of ownership, including prepaid variable forward contracts, equity swaps, collars, exchange funds, and other similar transactions, are prohibited.

The Securities Manual and our Corporate Governance Guidelines also prohibit margin accounts and pledges; however, our (i) Lead Independent Director or Vice Chairman of the Board and our General Counsel, acting together, with respect to any non-management Board member, the Executive Chairman, or the President and Chief Executive Officer, or (ii) our General Counsel, in all other instances, may, as applicable, grant an exception to the prohibition against holding FedEx securities in a margin account or pledging FedEx securities on a case-by-case basis if he or she clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. The Executive Vice President, General Counsel and Secretary may grant case-by-case exceptions for other company officers and employees and will inform the Chairman of the Board and the Lead Independent Director of any such exception granted.

2023 Proxy Statement

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Corporate Governance Matters – Directors’ Compensation

Stock Ownership Goal for Directors and Senior Officers

SENIOR MANAGEMENT POSITION	OWNERSHIP GOAL
Executive Chairman		6x annual base salary
President and Chief Executive Officer		6x annual base salary
Other FedEx Executive Officers		3x annual base salary
Executive Vice Presidents of FedEx Express, FedEx Ground, FedEx Freight, and FedEx Services		2x annual base salary
Certain Other Senior Officers		1x annual base salary

For purposes of meeting this goal, unvested restricted stock is counted, but unexercised stock options are not. The Board also recommends that each director and senior officer retain shares acquired upon stock option exercises until his or her goal is met. The stock ownership goal is included in FedEx’s Corporate Governance Guidelines. As of July 27, 2023, each director currently serving owned sufficient shares to comply with this goal or was within the five-year period to obtain compliance. In addition, each executive officer owned sufficient shares to comply with this goal or was within the five-year period to attain compliance.

Directors’ Compensation

Outside Directors’ Compensation

During fiscal 2023 non-management (outside) directors were paid an annual retainer of $140,000. Chairpersons of the Compensation & HR, Cyber and Technology Oversight, and GSPP Committees were paid an additional annual fee of $15,000. The Audit and Finance Committee chairperson was paid an additional annual fee of $25,000. Non-employee directors may elect to receive their annual retainer in all cash, all shares, or 50% in cash and 50% in shares. The number of retainer shares issued was based on the fair market value of FedEx’s common stock on September 26, 2022 (the average of the high and low prices of the stock on the New York Stock Exchange (“NYSE”)), with any fractional amounts paid in cash. In addition, each outside director who was elected at FedEx’s 2022 annual meeting received stock options for shares of FedEx common stock having a target Black-Scholes value of $180,000.

Frederick W. Smith and Rajesh Subramaniam, the only directors who are also FedEx employees, do not receive any additional compensation for serving as a director.

The Compensation & HR Committee annually reviews director compensation, including, among other things, comparing FedEx’s director compensation practices with those of other companies with annual revenues between $25 billion and $100 billion (this year’s comparison group included 107 companies, which are listed in Appendix A, and was based on proxy statement data provided by a third-party compensation data provider). Before making a recommendation regarding director compensation to the Board, the Compensation & HR Committee considers that the directors’ independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.

Retirement Plan for Outside Directors

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Corporate Governance Matters – Directors’ Compensation

Paul S. Walsh is the only director who served on the Board during fiscal 2023 who is entitled to benefits under this plan. Mr. Walsh has not yet received any plan benefits, which will be paid as a single lump-sum distribution on or before the fifteenth business day of the month immediately following the date of Mr. Walsh’s retirement. In the event of Mr. Walsh’s death, his surviving spouse shall be entitled to receive the lump-sum payment. The following table sets forth the amount payable to Mr. Walsh assuming a hypothetical retirement date of June 1, 2023.

NAME		LUMP SUM PAYMENT AMOUNT ($)
P.S. Walsh		67,443⁽¹⁾

⁽¹⁾	Discounted from the age 60 normal retirement date provided for in the plan.

Fiscal 2023 Director Compensation

The following table sets forth information regarding the compensation of FedEx’s current and former non-employee (outside) directors for the fiscal year ended May 31, 2023:

NAME	FEES EARNED OR PAID IN CASH ($)⁽¹⁾	STOCK AWARDS IN LIEU OF CASH RETAINER ($)⁽²⁾	OPTION AWARDS ($)⁽³⁾⁽⁴⁾	ALL OTHER COMPENSATION ($)	TOTAL ($)
M.R. Ellison	125	139,875	180,016	—	320,016
S.E. Gorman	140,000	—	180,016	—	320,016
S.P. Griffith	125	139,875	180,016	—	320,016
K.A. Jabal	140,000	—	180,016	—	320,016
S.A. Jackson⁽⁵⁾	—	—	—	813	813
A.B. Lane	88,992	88,809	233,980	—	411,781
R.B. Martin	95,062	69,938	180,016	—	345,016
N.A. Norton	140,000	—	180,016	—	320,016
F.P. Perpall	125	139,875	180,016	—	320,016
J.C. Ramo	15,125	139,875	180,016	—	335,016
S.C. Schwab	125	139,875	180,016	—	320,016
D.P. Steiner	15,125	139,875	180,016	—	335,016
V.J. Vena⁽⁶⁾	184	177,617	233,980	—	411,781
P.S. Walsh	155,000	—	180,016	—	335,016

⁽¹⁾	Includes (a) annual retainer payments and committee chairperson fees (as applicable) and (b) cash paid in lieu of fractional shares issued to Messrs. Ellison, Martin, Perpall, Ramo, Steiner, and Vena, Mses. Griffith and Lane, and Ambassador Schwab in connection with their election to receive shares of FedEx’s common stock in lieu of all or a portion of their annual retainer fees. Ms. Lane and Mr. Vena were first appointed to the Board on June 14, 2022. Ms. Lane received a cash payment of $18,929 for 50% of the prorated retainer for service from June 14, 2022 through the date of the 2022 annual meeting and cash paid in lieu of fractional shares issued for the remaining 50% of her prorated retainer fee. Mr. Vena received a cash payment of $59 paid in lieu of fractional shares issued for his prorated retainer fee. See “— Outside Directors’ Compensation” above.
⁽²⁾	Messrs. Ellison, Perpall, Ramo, Steiner, and Vena, Ms. Griffith, and Ambassador Schwab elected to receive 100% of their annual retainer ($140,000) in shares of FedEx’s common stock (954 shares each), and Mr. Martin and Ms. Lane elected to receive 50% of their annual retainer ($70,000) in shares of FedEx’s common stock (477 shares each). The number of shares received was determined by dividing the dollar amount of the retainer to be paid in shares by the fair market value of our common stock on September 26, 2022 ($146.62), rounded down to the nearest whole share. Ms. Lane elected to receive 50% of her prorated retainer for service from June 14, 2022 through the date of the 2022 annual meeting ($18,900) in shares of FedEx common stock (86 shares), and Mr. Vena elected to receive 100% of his prorated retainer for service from June 14, 2022 through the date of the 2022 annual meeting ($37,800) in shares (172 shares) of FedEx common stock. The number of shares received was determined by dividing the dollar amount of the retainer to be paid in shares by the fair market value of our common stock on July 18, 2022 ($219.425), rounded down to the nearest whole share.
⁽³⁾	On July 18, 2022, following their appointment to the Board, each of Ms. Lane and Mr. Vena received stock options for 840 shares of common stock. On September 26, 2022, each outside director elected at the 2022 annual meeting received stock options for 4,727 shares of common stock. The grant date fair value of each such option was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 and is set forth in this column. Assumptions used in the calculation of these amounts are included in note 10 to our audited consolidated financial statements for the fiscal year ended May 31, 2023, included in our Annual Report on Form 10-K for fiscal 2023. Stock options granted to the outside directors generally vest fully one year after the grant date (or the date of the next annual meeting of stockholders, if earlier).

2023 Proxy Statement

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Corporate Governance Matters – Directors’ Compensation

⁽⁴⁾	The following table sets forth the aggregate number of outstanding stock options held by each current or former non-employee director listed in the above table as of May 31, 2023:

NAME		OPTIONS OUTSTANDING
M.R. Ellison		31,412
S.E. Gorman		4,727
S.P. Griffith		19,615
K.A. Jabal		17,537
S.A. Jackson		8,220
A.B. Lane		5,567
R.B. Martin		31,412
N.A. Norton		4,727
F.P. Perpall		6,719
J.C. Ramo		28,877
S.C. Schwab		31,412
D.P. Steiner		31,412
V.J. Vena⁽⁶⁾		5,567
P.S. Walsh		31,412

⁽⁵⁾	Dr. Shirley A. Jackson retired as a director immediately prior to the 2022 annual meeting. The amount in the “All Other Compensation” column for Dr. Jackson includes $572 for a retirement gift and a $241 tax payment relating to the gift.
⁽⁶⁾	Mr. Vena joined the Board in June 2022 and resigned from the Board on July 26, 2023, following his appointment as Chief Executive Officer and a board member of Union Pacific Corporation. Mr. Vena’s stock option award for 4,727 shares that was granted on September 26, 2022, was forfeited upon his departure from the Board.

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EXECUTIVE COMPENSATION

Proposal 2
Advisory Vote to Approve Named Executive Officer Compensation

We are asking stockholders to approve, on a non-binding basis, the following advisory resolution at the annual meeting:

“RESOLVED, that the compensation paid to FedEx’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative discussion, is hereby APPROVED.”

This advisory vote is not intended to address any specific element of executive compensation, but instead is intended to address the overall compensation of the named executive officers as disclosed in this proxy statement. Consistent with the results of the 2017 stockholder vote on the frequency of its “say-on-pay” advisory vote, FedEx holds the “say-on-pay” advisory vote annually. Stockholders will have an opportunity to vote on the frequency of FedEx’s future “say-on-pay” votes at the annual meeting. See “Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.”

Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of stockholders and reward them for doing so. Accordingly, our Board of Directors and Compensation & HR Committee believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and our executive compensation program reflects this belief. As more fully discussed in the Compensation Discussion and Analysis beginning on page 40:

	Annual and long-term incentive payments and stock options continue to represent a significant portion of our executive compensation program. This variable compensation is “at risk” and directly dependent upon the achievement of corporate financial-performance goals or stock price appreciation. In fiscal 2023, 70% of the Chief Executive Officer’s target total direct compensation (“TDC”) consisted of variable, at-risk components. With respect to the other named executive officers, 63% to 81% of their fiscal 2023 target TDC consisted of variable, at-risk components.
	In June 2022, the Board of Directors approved the fiscal 2023 AIC plan for our team members, including executive officers. Under the fiscal 2023 AIC plan, annual bonus payments were tied to achieving specified levels of fiscal 2023 adjusted consolidated operating income. Because the threshold objective for adjusted consolidated operating income for fiscal 2023 was not achieved, there was no payout to any named executive officer under the fiscal 2023 AIC plan.
	LTI payouts for fiscal 2023 were tied to meeting pre-established aggregate adjusted EPS goals and total capital expenditures as a percentage of total revenue (“CapEx/Revenue”) goals over a three-fiscal-year period. Strong adjusted EPS growth in fiscal 2021 and 2022, resulting in maximum achievement of this component of the FY21–FY23 LTI plan, and slightly below-target achievement of the CapEx/Revenue component over the three-fiscal-year period, resulted in above-target payouts under the FY21–FY23 LTI plan.
	The exercise price of stock options granted under our equity incentive plans is equal to the fair market value of our common stock on the date of grant, so the options will yield value to the executive only if the stock price appreciates. The exercise price for the fiscal 2023 annual stock option grant to executive officers was $226.945. The closing price of FedEx common stock on July 27, 2023 was $265.37.
	Our stock ownership goal effectively promotes meaningful and significant stock ownership by our executive officers and further aligns their interests with those of our stockholders. As of July 27, 2023, each of our named executive officers exceeded the stock ownership goal.
	In response to investor feedback on the metrics used in our LTI plans, the Compensation & HR Committee and the Board of Directors incorporated a new metric — adjusted return on invested capital (“ROIC”) — into the FY24–FY26 LTI plan in lieu of the CapEx/Revenue metric used in the FY21–FY23, FY22–FY24, and FY23–FY25 LTI plans. For additional information on the FY24–FY26 LTI plan, see “Compensation Elements and Fiscal 2023 Amounts — LTI Program — Future LTI Payout Opportunities — FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans.”
	In the 2022 advisory vote, 92.3% of the voted shares supported the compensation of FedEx’s named executive officers. This represented a significant increase compared to the level of stockholder support received in the 2021 advisory vote, after which time FedEx made significant efforts to engage with stockholders and solicit feedback on our executive compensation program. We believe these efforts contributed, in part, to the strong stockholder support for FedEx’s executive compensation program reflected in the fiscal 2022 advisory vote.
	We urge you to read the Compensation Discussion and Analysis, as well as the Summary Compensation Table and related compensation tables and narrative appearing on pages 40 through 77, which provides detailed information on our compensation philosophy, policies, and practices, and the compensation of our named executive officers.

Your Board of Directors recommends that you vote “FOR” this proposal.

2023 Proxy Statement

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Executive Compensation – Report of the Compensation and Human Resources Committee of the Board of Directors

Effect of the Proposal

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is not binding on FedEx, the Board of Directors, or the Compensation & HR Committee. The vote on this proposal will, therefore, not affect any compensation already paid or awarded to any named executive officer and will not overrule any decisions made by the Board of Directors or the Compensation & HR Committee. Even so, the Board of Directors and the Compensation & HR Committee highly value our stockholders’ opinions and will consider the results of this advisory vote when making future executive compensation decisions.

Vote Required for Approval

The affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote is required to approve this proposal.

Report of the Compensation and Human Resources Committee of the Board of Directors

The Compensation & HR Committee has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation & HR Committee recommended to the Board of Directors, and the Board approved, that the Compensation Discussion and Analysis be included in this proxy statement and in FedEx’s Annual Report onForm 10-K for the fiscal year ended May 31, ~~2017.~~2023.

Compensation and Human Resources Committee Members


PAUL S. WALSH Chair		SUSAN PATRICIA GRIFFITH		AMY B. LANE		NANCY A. NORTON		SUSAN C. SCHWAB

~~Paul S. Walsh –~~~~Chairman~~

~~Marvin R. Ellison~~

~~John C. (“Chris”) Inglis~~

~~Shirley Ann Jackson~~

~~Susan C. Schwab~~

Compensation Discussion and Analysis

In this section we discuss and analyze the compensation of our principal executive ~~and~~officer, principal financial ~~officers,~~officer, and our three other most highly compensated executive officers ~~and T. Michael Glenn~~ (the “named executive officers”) for the fiscal year ended May 31, 2017. Mr. Glenn retired as FedEx’s Executive Vice President — Market Development & Corporate Communications effective December 31, 2016. Upon his retirement, Mr. Glenn entered into a consulting agreement with FedEx, the terms of which are summarized beginning on page 55. In addition, on July 20, 2017, we announced that Christine P. Richards will retire as Executive Vice President, General Counsel and Secretary effective September 30, 2017. Ms. Richards and FedEx have entered into a separation and release agreement, the terms of which are described on page 56.2023. For additional information regarding compensation of the named executive officers, see “—��Summary Compensation Table” and the other compensation-related tables and disclosure below.

2022 Say-on-Pay Advisory Vote Outcome

Each year, the Compensation & HR Committee carefully considers the most recent advisory vote by stockholders to approve named executive officer compensation. In the 2022 advisory vote, 92.3% of the voted shares supported the compensation of FedEx’s named executive officers, representing a significant increase in the level of support for our executive compensation program in the 2021 advisory vote (76.4%), after which time FedEx made significant efforts to engage with stockholders and solicit feedback on our executive compensation program. We believe these efforts contributed, in part, to the strong stockholder support for FedEx’s executive compensation program reflected in the fiscal 2022 advisory vote. Since the 2022 annual meeting,

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Executive Compensation – Compensation Discussion and Analysis

management and members of the Board engaged with over 400 stockholders on a number of issues, including executive compensation. Based on stockholder feedback, the Compensation & HR Committee incorporated a new metric — ROIC — in the FY24–FY26 LTI plan to further align executive compensation with stockholder value. In its ongoing evaluation of FedEx’s executive compensation programs and practices, the Compensation & HR Committee will continue to consider the results from future stockholder advisory votes to approve named executive officer compensation.

Executive Summary

Fiscal 2023 Incentive Compensation Highlights

During fiscal ~~2017, we continued~~2023, weakness in global demand created challenges for our business and the industry as a whole. We moved swiftly to ~~focus on our strategic cost reduction programs, finding ways~~reduce costs and are proud of the great progress demonstrated since launching DRIVE, a comprehensive program to improve ~~efficiency and rationalize capacity, improving on~~ our ~~already high levels~~long-term profitability. However, while we are strongly encouraged by the positive momentum in the second half of ~~service, and continuing to invest in critical, long-term projects (including~~ the ~~integration of TNT Express) as part of~~fiscal year, our ~~global strategy to position the company for stronger growth. Although our financial performance improved during~~full-year fiscal ~~2017, FedEx Express segment adjusted operating income and~~2023 adjusted consolidated operating income ~~were~~was below ~~our aggressive target objectives~~the threshold objective under our fiscal ~~2017 annual incentive compensation (“AIC”) program.~~2023 AIC plan. Accordingly, and consistent with ourpay-for-performance philosophy, ~~the payouts under our AIC program were below target. Maximum~~no payouts were earned by participants under the fiscal 2023 AIC plan, including the named executive officers.

Under our LTI plan for FY21–FY23, which was tied to financial performance over a three-fiscal-year period (fiscal 2021 through fiscal 2023), an above-target payout was earned in fiscal ~~2017~~2023 by all participants, including the named executive ~~officers,~~officers. Strong adjusted EPS growth in fiscal 2021 and 2022, resulting in maximum achievement of this component of the FY21–FY23 LTI plan, and slightly below-target achievement of the CapEx/Revenue component over the three-fiscal-year period, resulted in above-target payouts under ~~our long-term incentive compensation (“LTI”) program, which is tied to financial performance over a three-year period (fiscal 2015 through fiscal 2017 for~~ the ~~FY2015–FY2017~~FY21–FY23 LTI ~~plan).~~plan.

The following table, which details key incentive compensation highlights of the last five fiscal ~~years.~~years, demonstrates the pay-for-performance nature of our executive compensation program.

Incentive Compensation Highlights FY2017 AIC plan paid below target FY2015-FY2017 LTI plan paid at maximum FY2016 AIC plan paid below target (slightly below target payout for FedEx Express CEO) FY2014-FY2016 LTI plan paid at maximum FY2015 AIC plan paid below target No FY2013-FY2015 LTI plan payout FY2014 AIC plan paid below target FY2012-FY2014 LTI plan paid above target FY2013 No AIC plan payout to Chairman, President and CEO AIC plan paid below target to other named executive officers FY2011-FY2013 LTI plan paid at maximum

FY19	FY20	FY21	FY22	FY23

No AIC plan payout	No AIC plan payout	AIC plan paid at maximum	AIC plan paid below target	No AIC plan payout
FY17–FY19 LTI plan paid above target but below maximum	No FY18–FY20 LTI plan payout	No FY19–FY21 LTI plan payout	No FY20–FY22 LTI plan payout	FY21–FY23 LTI plan paid above target but below maximum

	~~2017 Proxy Statement~~		21

~~EXECUTIVE COMPENSATION~~

Philosophy

~~Philosophy.~~FedEx is consistently ranked among the world’s most admired companies and trusted employers and ~~respected brands.~~one of the best brands in the world. Maintaining this reputation and continuing to position FedEx for future success requires ~~high caliber~~high-caliber talent to protect and grow the company in support of our mission of producing superior financial returns for our ~~shareowners. We design our~~stockholders. The FedEx approach to executive compensation ~~program~~is designed to ~~provide a competitive and internally equitable compensation and benefits package that reflects individual and company performance, job complexity, and strategic value of~~achieve the ~~position while ensuring long-term retention and motivation.~~following:

	Ensure that executive management’s interests are aligned with FedEx stockholders.
	Support the achievement of the FedEx strategy.
	Attract, retain, and motivate a highly talented, skilled, and experienced management team.
	Differentiate based on individual performance, particularly in our annual bonus program, and company performance, particularly in our long-term programs.
	Focus on long-term success through a balance of short- and long-term pay programs.
	Balance compensation risk with an appropriate combination of fixed and variable pay programs.
	Provide a competitive and internally equitable compensation and benefits package.

Each of the named executive officers is a longstanding member of our management, and Frederick W. Smith, our Executive Chairman and Chairman of the Board, ~~and Chief Executive Officer, Frederick W. Smith,~~ founded the company and pioneered the express transportation industry ~~over 45~~50 years ago. As a result, our named executive officers are especially knowledgeable about our business and our industry and thus particularly valuable to the company and our ~~shareowners.~~stockholders.

2023 Proxy Statement

Table of Contents

Executive Compensation – Compensation Discussion and Analysis

As with tenure, position and level of responsibility are important factors in the compensation of any FedEx employee, including our named executive officers. There are internal salary ranges for each level, and annual target bonus percentages, long-term bonus amounts, and the number of stock options and restricted shares awarded are all closely tied to management level and responsibilities. For instance, our Chief Financial Officer, General Counsel, and Chief Information Officer have the same salary range and annual target bonus percentages and receive the same long-term bonus and the same number of options and restricted shares in the annual grant.

Our philosophy is to (i) closely align the compensation paid to our executives with the performance of the company on both a short-term and long-term basis and (ii) set performance goals that do not promote excessive risk while supporting the company’s core long-term financial ~~goals, which include:~~

~~Achieving a 10%+ operating margin;~~

~~Increasing earnings per share (“EPS”) by 10% to 15% per year;~~

~~Growing profitable revenue;~~

~~Improving cash flow; and~~

~~Increasing returns, such as return on invested capital.~~

goals. Our executive compensation is, in large measure, highly variable and linked to the above goals and the performance of the FedEx stock price over time.

~~2016Say-on-Pay~~ ~~Advisory Vote Outcome~~

The Compensation Committee annually considers the results of the most recent advisory vote by shareowners to approve named executive officer compensation. In the 2016 advisory vote, 95.3% of the voted shares supported the compensation of FedEx’s named executive officers, and the Compensation Committee and the Board of Directors interpret this strong level of support as affirmation of the current design, purposes and direction of FedEx’s executive compensation programs. In its ongoing evaluation of FedEx’s executive compensation programs and practices, the Compensation Committee will continue to consider the results from future shareowner advisory votes to approve named executive officer compensation.

Compensation Objectives and Design-Related Features

We design our executive compensation program to further FedEx’s mission of producing superior financial returns for our ~~shareowners~~stockholders by pursuing the following objectives:

		HOW PURSUED
	OBJECTIVE	GENERALLY	SPECIFICALLY

		~~How Pursued~~
~~Objective~~		~~Generally~~		~~Specifically~~
Retain and attract highly qualified and effective executive officers.		Pay competitively.		Use comparison survey data as a point of reference in evaluating target levels for total direct compensation, which includes both fixed and variable,at-risk components tied to stock price appreciation and short- and long-term financial performance.
	Motivate executive officers to contribute to our future success and to build long-term ~~shareowner~~stockholder value and reward them accordingly.		Link a significant part of compensation to FedEx’s financial and stock price performance, especially long-term performance.		Weight executive compensation program in favor of incentive and equity-based compensation elements (rather than base salary), especially long-term incentive cash compensation and equity incentives in the form of stock options and restricted stock.
	Further align executive officer and ~~shareowner~~stockholder interests.		Encourage and facilitate long-term ~~shareowner~~stockholder returns and significant ownership of FedEx stock by executives.		Make annual equity-based grants; tie long-term cash compensation to growth in our EPS ~~which~~(which strongly correlates with long-term stock price ~~appreciation;~~appreciation), relative total shareholder return (“TSR”), and, beginning with the FY24–FY26 LTI plan, ROIC; maintain a stock ownership goal for senior officers and encourage each officer to retain shares acquired upon stock option exercises until his or her goal is met.


22		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

Commitment to Retain and ~~Attract.~~Attract

FedEx is widely acknowledged as one of the world’s most admired and respected companies, and it is our people — our greatest asset — who have earned FedEx its strong reputation. Because FedEx operates a global enterprise in a highly challenging business environment, we compete for talented management with some of the largest companies in the world — in our industry and in others. Our global recognition and reputation for excellence in management and leadership make our people attractive targets for other companies, and our key employees are aggressively recruited. To prevent loss of our managerial talent, we seek to provide an overall compensation program that is competitive with all types of companies and continues to retain and attract outstanding people to conduct our business. Each element of compensation is intended to fulfill this important obligation.

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Executive Compensation – Compensation Discussion and Analysis

Market ~~Referencing.~~Referencing

Because retention is imperative and tenure and management level are determinative factors, we use external survey data solely as a market reference point to assess the competitiveness of our compensation programs. The target compensation levels of our named executive officers are not designed to correspond to a specific percentile of compensation in those surveys. Instead, our analysis considers multiple market reference points for the analyzed positions ~~rather than referring~~ to provide us with a ~~specific percentile.~~reasonable range around which to focus.

For the fiscal ~~2017~~2023 executive compensation review, we considered survey data published by two major consulting firms engaged by the company: Willis Towers Watson and Aon ~~Hewitt.~~Consulting. Each consulting firm provided target compensation data for general industry companies (excluding financial services companies), including U.S. and multinational companies, in its respective database with annual revenues between ~~$25~~$40 billion and ~~$100~~$160 billion. ~~A list of these~~These companies ~~is attached to this proxy statement as~~are listed in Appendix B A.

General industry companies, including U.S. and multinational companies, is the appropriate comparison category because our executives are recruited by and from businesses outside of FedEx’s industry peer group. Moreover, our industry peer group does not provide a sufficient number of companies that are of a comparable size to FedEx. Using a robust data sample ~~(112~~(87 companies for fiscal ~~2017)~~2023) mitigates the impact of outliers, year-over-year volatility of compensation levels, and the risk of selection bias, and increases the likelihood of comparing with companies with executive officer positions similar to ours. Because the annual revenues of these companies vary significantly, each consulting firm used regression analysis to allow for the inclusion of data from a large number of both larger and smaller companies. The data results provided by each firm were then averaged to arrive at blended market compensation data for general industry executives.

When we evaluate the elements of compensation of our executive officers in light of the referenced survey data, we consider ~~total direct compensation (“TDC”). The~~ TDC ~~composition is~~as illustrated below:

Elements of TDC

SHORT-TERM COMPENSATION				LONG-TERM COMPENSATION
~~Short-Term~~ ~~Compensation~~		Base Salary
	AIC
~~Long-Term~~ ~~Compensation~~	Restricted Stock*	~~LTI~~
		Stock Options	LTI

*	~~Restricted Stock (~~includes related tax payments)

TDC includes AIC at target (~~i.e.~~(i.e., assuming achievement of all objectives) and all long-term components at target. ~~Long-term components of target TDC are valued consistent with the valuation methodology used in the referenced surveys.~~ Tax payments on restricted stock awards are included in TDC.

Other elements of compensation of the named executive officers (such as perquisites and retirement benefits) are not included in TDC, consistent with our referenced survey information. Accordingly, these other elements are not referenced against survey data, and decisions as to these other elements do not influence decisions as to the elements of compensation that are included in TDC. These other elements of compensation, however, are reviewed annually and approved by the Compensation & HR Committee.

While we may reference our target executive compensation levels against the survey group of companies, we do not compare our AIC and LTI ~~financial performance~~financial-performance goals against these companies or any other group of ~~companies.~~companies (other than through the TSR component of certain LTI plans). Rather, as discussed below, our AIC and LTI ~~financial performance~~financial-performance goals are based upon our internal business objectives which, when set each year, represent aggressive ~~but achievable~~ goals. Accordingly, the relationship between our financial performance and the financial performance of the survey companies does not affect the relationship between our executive compensation and the executive compensation of that group in a given year.

Pay for ~~Performance.~~Performance

Our executive compensation program is intended not only to retain and attract highly qualified and effective managers, but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of ~~shareowners~~stockholders and appropriately reward them for doing so. Accordingly, we believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and our executive compensation program reflects this belief. In particular, AIC payments, LTI payments, and stock options represent a significant portion of our executive compensation program, ~~as shown by the chart below,~~ and this variable compensation is


		~~2017 Proxy Statement~~		23

~~EXECUTIVE COMPENSATION~~

~~“at~~ “at risk” and directly dependent upon the achievement of~~pre-established~~ corporate financial-performance goals and stock price appreciation:

Fiscal 2023 AIC payouts for all plan participants, including the named executive officers, were tied to achieving specified levels of adjusted consolidated operating income, as well as individual performance objectives as described further below. Actual adjusted consolidated operating income (which excluded certain items that did not reflect core business performance, as described in detail below) was below the threshold objective level for fiscal 2023, resulting in no payout under the fiscal 2023 AIC plan.

2023 Proxy Statement

Table of Contents

~~Fiscal 2017 AIC payouts were tied to meeting aggressive business plan goals for FedEx Express segment adjusted operating income~~Executive Compensation – Compensation Discussion and adjusted consolidated operating income, as well as individual performance objectives for the named executive officers other than the Chairman of the Board and Chief Executive Officer. FedEx Express segment adjusted operating income and adjusted consolidated operating income fell below the target objectives for annual financial performance for fiscal 2017. As a result, the named executive officers received below-target AIC payouts.Analysis

LTI payouts for fiscal 2023 were tied to meeting pre-established aggregate goals for adjusted EPS and CapEx/Revenue over a three-fiscal-year period. Strong adjusted EPS growth in fiscal 2021 and 2022, resulting in maximum achievement of this component of the FY21–FY23 LTI plan, and slightly below- target achievement of the CapEx/Revenue component over the three-fiscal-year period, resulted in above-target payouts under the FY21–FY23 LTI plan.

The exercise price of stock options granted under our equity incentive plans is equal to the fair market value of our common stock on the date of grant, so the options will yield value to the executive only if the stock price appreciates.

~~LTI payouts are tied to meeting aggregate EPS goals over a three-fiscal-year period. Adjusted EPS growth over the past three years resulted in maximum payouts under the LTI program.~~

The following chart illustrates for each named executive officer the allocation of fiscal ~~2017~~2023 target TDC between base salary and incentive and equity-oriented compensation elements (the restricted stock value includes the related tax payment):

Fiscal ~~2017~~2023 Target TDC Components

*	In his role as Executive Chairman, Mr. Smith’s fiscal 2023 compensation consisted solely of base salary and participation in the performance-based LTI plan.

We believe that long-term performance is the most important measure of our success, as we manage FedEx’s operations and business for the long-term benefit of our ~~shareowners.~~stockholders. Accordingly, not only is our executive compensation program weighted towards variable,at-risk pay components, but we also emphasize incentives that are dependent upon long-term corporate performance and stock price appreciation. These long-term incentives include LTI plan cash compensation and equity awards (stock options and restricted stock), which comprise a significant portion of an executive officer’s total compensation. These incentives are designed to motivate and reward our executive officers for achieving long-term corporate ~~financial performance~~financial-performance goals and maximizing long-term ~~shareowner~~stockholder value.


24		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

The following chart illustrates for each named executive officer the allocation of fiscal 2017 target TDC between long-term incentives — LTI, stock options and restricted stock, including the related tax payment — and short-term components — base salary and AIC:

~~Fiscal 2017 Long-Term vs. Short-Term Compensation~~

~~We include target AIC and LTI payouts (discounted to present value to be consistent with the valuation methodology used in this year’s survey data) in TDC, so the~~ actual compensation paid out in a given year may vary widely from target levels because compensation earned under the AIC and LTI programs is variable and commensurate with the level of achievement of~~pre-established~~ ~~financial performance~~ financial-performance goals. When we fall short of our business objectives, payments under these variable programs decrease correspondingly. Conversely, when we achieve superior results, we reward our executives accordingly under the terms of these programs. ~~As shown by~~In addition, with regard to the stock-option component of TDC, officers realize value from the stock options recognized in the TDC calculation only if the stock price appreciates after the grant date.

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Executive Compensation – Compensation Discussion and Analysis

The following chart ~~with the exception of Mr. Glenn who retired in December 2016, the actual TDC of our~~illustrates for each named executive ~~officers in each~~officer the allocation of fiscal ~~2017 and fiscal 2016 was above~~2023 target TDC ~~because our financial performance exceeded ourpre-established~~ ~~goals for~~between short-term components — base salary and AIC — and long-term incentives — LTI, stock options, and restricted stock, including the ~~LTI plan. Conversely, the actual fiscal 2015 TDC of our named executive officers was below target levels because our financial performance fell short of ourpre-established~~ ~~goals for the AIC and LTI plans.~~related tax payment:

~~Actual TDC vs~~Fiscal 2023 Target ~~TDC~~⁽¹⁾Long-Term vs. Target Short-Term Compensation

~~(1)~~

~~Actual TDC includes~~In his role as Executive Chairman, Mr. Smith’s fiscal 2023 compensation consisted solely of base salary ~~actual AIC~~ and ~~LTI payouts (if any), equity-based awards valued at grant date consistent with the valuation methodology used~~participation in the ~~survey data, and tax payments related to restricted stock awards. The forfeiture of stock options due to Mr. Glenn’s retirement is not reflected in his actual TDC values.~~

LTI plan.


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~~EXECUTIVE COMPENSATION~~

Align Management and ~~Shareowner Interests.~~Stockholder Interests

We award stock options and restricted stock to create and maintain a long-term economic stake in the company for ~~the~~our officers, thereby aligning their interests with the interests of our ~~shareowners.~~stockholders.

In addition, ~~as discussed above, payout under~~ our LTI ~~program is dependent upon~~plans (including the FY21–FY23 LTI plan) include achievement of ana pre-established aggregate adjusted EPS goal for a three-fiscal-year ~~period.~~period as the most heavily weighted performance metric. EPS was selected as ~~the~~a financial measure for the LTI ~~plan~~plans because growth in our EPS strongly correlates to long-term stock price ~~appreciation.~~appreciation, further aligning the interests of senior management with the interests of our stockholders.

~~The following graph illustrates the relationship between FedEx’s EPS growth and stock price appreciation (based on the fiscalyear-end~~ ~~stock price and adjusted for stock splits) from 1978 to 2017:~~

~~(1)~~

Fiscal 2015, 2016 and 2017 adjusted EPS of $8.87, $10.60 and $12.02, respectively, are included in the adjusted EPS line. As discussed in detail below, the Board of Directors, upon the recommendation of the Compensation Committee, approved certain adjustments to fiscal 2015, 2016 and 2017 EPS for LTI plan purposes in order to ensure that payouts, if any, under the applicable LTI plans more accurately reflect core financial performance. The adjustments include those relating to stock repurchase activity and~~mark-to-market~~ ~~pension accounting, among others. See~~~~Appendix B~~ ~~for a reconciliation of thenon-GAAP~~ ~~measures to the most directly comparable GAAP measures.~~

Stock Ownership Goal for Senior ~~Officers.~~Officers

In order to encourage significant stock ownership by FedEx’s senior management, including the named executive officers, and to further align their interests with the interests of our ~~shareowners,~~stockholders, the Board of Directors has adopted a stock ownership goal for senior officers, which is included in FedEx’s Corporate Governance Guidelines. With respect to our executive officers, the goal is that within five years after being appointed to his or her position, each officer own FedEx shares valued at the following multiple of his or her annual base salary:

	6x for the Executive Chairman;
	6x for the President and Chief Executive Officer; and
	3x for the other executive officers.

~~6x for the Chairman of the Board and Chief Executive Officer;~~

~~5x for the President and Chief Operating Officer; and~~

~~3x for the other executive officers.~~

For purposes of meeting this goal, unvested restricted stock is counted, but unexercised stock options are not. Until the ownership goal is met, the officer is encouraged to retain “net profit shares” resulting from the exercise of stock options. Net profit shares are the shares remaining after payment of the option exercise price and taxes owed upon the exercise of options. As of July ~~31, 2017,~~27, 2023, each named executive officer exceeded the stock ownership goal.

Policy Against Hedging and Pledging ~~Transactions.~~Transactions

In addition, we have adopted comprehensive and detailed policies ~~(the~~(set forth in the FedEx Securities Manual) that regulate trading by our insiders, including the named executive officers and Board members. The Securities Manual includes information regarding ~~quiet~~trading windows and blackout periods and explains when transactions in FedEx stock are permitted.

2023 Proxy Statement

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Executive Compensation – Compensation Discussion and Analysis

The Securities Manual and our Corporate Governance Guidelines also set forth certain types of transactions that are ~~prohibited.~~prohibited, even when permitted by law, in order to further align the interests of our executives and directors with stockholders’ interests. Specifically, company officers, employees, and Board members are prohibited from, directly or indirectly, purchasing financial instruments or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity or other securities of the company or any of its subsidiaries that were granted as compensation to or that are held, directly or indirectly, by the officer, employee, or Board member, including the following financial instruments and transactions: (1) publicly traded (or exchange-traded) options, such as puts, calls, and other derivative ~~securities,~~securities; (2) short sales, including “sales against the ~~box,”~~box”; and (3) hedging or monetization transactions designed to limit the financial risk of ownership, including


26		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

prepaid variable forward contracts, equity swaps, collars, exchange funds, and other similar transactions. The Securities Manual and our Corporate Governance Guidelines also prohibit margin accounts and pledges; ~~provided,~~ however, ~~that~~ our (i) Lead Independent Director or Vice Chairman of the Board andour General Counsel, acting together, with respect to any non-management Board member, the Executive Chairman, or the President and Chief Executive Officer, or (ii) our General Counsel, in all other instances, may, as applicable, grant an exception to the prohibition against holding FedEx securities in a margin account or pledging FedEx securities on acase-by-case basis ~~to any member of the Board of Directors or the Chairman of the Board and Chief Executive Officer~~ if he or she clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.

Based upon this criterion, such an exception has been granted with respect to the shares that are disclosed in this proxy statement as having been pledged as security by Frederick W. Smith, FedEx’s Executive Chairman, ~~of the Board~~ and ~~Chief Executive Officer, and Enterprise.~~Frederick Smith Enterprise Company, Inc. (“Enterprise”). See “Stock Ownership — Directors and Executive Officers.” With respect to the shares pledged by Mr. Smith and Enterprise as of July ~~31, 2017:~~27, 2023:

	None of the shares pledged were acquired through a FedEx equity compensation plan.
	The pledged shares are not used to shift or hedge any economic risk in owning FedEx shares. These shares collateralize loans used to fund outside personal business ventures and prior purchases of FedEx shares. If Mr. Smith had been unable to pledge these shares, he may have been forced to sell the shares in order to obtain the necessary funds.
	The pledged shares represent less than 1% of FedEx’s outstanding shares as of July 27, 2023 and therefore do not present any appreciable risk for investors or the company.
	Mr. Smith is FedEx’s founder and one of the company’s largest stockholders, and a substantial portion of his personal net worth is in the form of company stock. Mr. Smith has pledged approximately 11% of his total share ownership. The number of shares pledged by Mr. Smith increased by 155,000 shares since last year. Based on the fiscal year-end stock price ($217.98), the value of his pledged shares was approximately $438 million. Additionally, excluding the pledged shares, as of July 27, 2023, Mr. Smith’s stock ownership is 947 times what he is required to hold under the company’s stock ownership goal.
	In accordance with our policy, Mr. Smith has established his financial capacity to repay the loan without resorting to the pledged shares. In the unlikely event such a sale was necessary, based on the 30-day average trading volume for FedEx shares as of July 27, 2023, it would take two days for the pledged shares to be sold in the open market. Furthermore, Mr. Smith’s unpledged share ownership is very substantial and would likely be able to prevent any margin call.

~~None of the shares pledged by Mr. Smith were acquired through a FedEx equity compensation plan.~~

The pledged shares are not used to shift or hedge any economic risk in owning FedEx shares. These shares collateralize loans used to fund outside personal business ventures and prior purchases of FedEx shares. If Mr. Smith had been unable to pledge these shares, he may have been forced to sell the shares in order to obtain the necessary funds.

~~The pledged shares represent 1.4% of FedEx’s outstanding shares as of July 31, 2017, and therefore, do not present any appreciable risk for investors or the company.~~

Mr. Smith is FedEx’s founder and one of the company’s largest shareowners. Mr. Smith has pledged only 19.9% of his total share ownership. The number of shares pledged by Mr. Smith has decreased by 100,000 during the last year and by 1,423,000 over the last five years. Based on the fiscal~~year-end~~ ~~stock price ($193.84), the value of his pledged shares was approximately $752 million. Excluding the pledged shares, Mr. Smith still substantially exceeds our stock ownership goal.~~

In accordance with our policy, Mr. Smith has established his financial capacity to repay the loan without resorting to the pledged shares. In the unlikely event such a sale were necessary, based on the~~30-day~~ average trading volume for FedEx shares as of July 31, 2017, it would take three days for the pledged shares to be sold in the open market. Furthermore, Mr. Smith’s unpledged share ownership is very substantial and would likely be able to prevent any margin call.

WeAs discussed, we have an active ~~shareowner~~stockholder engagement program in which we meet regularly with our largest ~~shareowners.~~stockholders. During these discussions, none of our largest ~~shareowners~~stockholders have raised any concerns regarding Mr. Smith’s pledged shares.

No other FedEx executive officer or Board member currently holds FedEx securities that are pledged pursuant to a margin account, loan, or otherwise.

~~Restricted Stock Program.~~Clawback Policies~~FedEx’s restricted stock program has been in place for over 25 years and has encouraged~~

In June 2023, the Board of Directors, upon the recommendation of the Compensation & HR Committee, adopted a new FedEx ~~executives to own and retain company stock. Although none~~Corporation Policy on Recoupment of Incentive Compensation, or clawback policy, which is available under the ESG heading below “Governance” on the Investor Relations page of our ~~largest shareowners have raised any concerns~~website at investors.fedex.com. This policy, which replaced the previous policy adopted by the Board in March 2019, was adopted to ~~us regarding our restricted~~comply with Section 10D of the Securities Exchange Act of 1934 and the NYSE listing standards adopted in 2023 as mandated by the Dodd-Frank Act. Under the policy, which applies to the company’s current and former Section 16 officers, FedEx must recover erroneously awarded incentive-based compensation on a pre-tax basis (including compensation based on stock ~~program, during fiscal 2017~~price or TSR), subject to very limited exceptions. Recovery is triggered by accounting restatements that correct errors that are material to previously issued financial statements (“Big R” restatements), as well as restatements that correct errors that are not material to previously issued financial statements but would result in a material misstatement if (a) the errors were left uncorrected in the current report or (b) the error correction was recognized in the current period (“little r” restatements). The policy does not provide for enforcement discretion by the Compensation & HR Committee ~~again reviewed our restricted stock program~~or Board and ~~for all~~requires recovery regardless of whether a covered person engaged in any misconduct or is at fault.

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Executive Compensation – Compensation Discussion and Analysis

In July 2023, the Board of Directors, upon the recommendation of the ~~following reasons,~~Compensation & HR Committee, adopted a second clawback policy, which applies to the company’s current and former Section 16 officers, and enables the recoupment of compensation in certain circumstances outside of a financial restatement. The policy authorizes the Compensation & HR Committee, in its sole discretion, to require the return, repayment, or forfeiture of equity and incentive compensation when it is determined that ~~it continues to be appropriate for FedEx.~~

By facilitating the ownership of FedEx shares by our executives, we strengthen the alignment of their interests with those of our investors. When granting restricted stock, FedEx first determines the total target value of the award and then approves the delivery of that valuea Section 16 officer engaged in two components: restricted shares and cash payment of taxes due. Therefore, the total target value of the award is the same as it would be if there were no tax payments. In particular, because the amount of the tax payment is includedfraud or willful misconduct in the ~~calculation~~performance of ~~the target value of the restricted stock award, the officers receive fewer shares in each award than they would in the absence of the tax payment: fewer by an amount equal in value to the tax payment.~~


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~~EXECUTIVE COMPENSATION~~

~~This methodology prevents the need for an officer to make a disposition of FedEx stock to cover the tax consequences of a restricted stock award and dilute~~ his or her ~~interest~~duties that resulted in reputational or financial harm to FedEx. ~~Conversely, absent~~This policy is also available under the ~~tax payment,~~ESG heading below “Governance” on the number of shares received in each award would be larger by an amount equal in value to the forgone tax payment, thereby having a dilutive effect on our shareowners’ equity interest in FedEx. While SEC disclosure rules require that these payments be included with tax reimbursement payments and reported as “other compensation” in the Summary Compensation Table, we do not believe these payments are “tax~~gross-ups”~~ in the traditional sense, since their value is fully reflected in the number of shares ultimately delivered to recipients. The following chart illustrates this principle, using the target value for the fiscal year 2017 restricted stock awards granted to our Chief Financial Officer, General Counsel, and Chief Information Officer (as in previous years, Mr. Smith did not receive a restricted stock award in fiscal 2017):

~~Target Value of Restricted Stock Award~~

Not only is the value to the officer, as well as the cost to the company, generally the same as it would be otherwise, but this practice uses fewer shares of stock to arrive at the same benefit and has proved extremely successful in retaining executives and enabling them to retain their shares. During fiscal 2014, we broadened our restricted stock program to include certain lower-level officers and high-performing managers and individual contributors. We also make tax payments as part of restricted stock awards to these individuals. In sum, we strongly believe that our restricted stock program is effectively designed and is aligned with the best interestsInvestor Relations page of our ~~shareowners.~~website at investors.fedex.com.

Role of the Compensation & HR Committee, its Compensation Consultant, and the ~~Chairman of the Board and~~ Chief Executive Officer

Our Board of Directors is responsible for the compensation of our executive management. The purpose of the Board’s Compensation & HR Committee, which is composed solely of independent directors, is to help discharge this responsibility by, among other things:

~~Reviewing and discussing with management the factors underlying our compensation policies and decisions, including overall compensation objectives;~~

Reviewing and discussing with management the relationship between the company’s compensation policies and practices and the company’s risk management, including the extent to which those policies and practices create risks for the company;

~~Reviewing and approving all company goals and objectives (both financial andnon-financial)~~ ~~relevant to the compensation of the Chairman of the Board and Chief Executive Officer;~~

Evaluating, together with the other independent directors, the performance of the Chairman of the Board and Chief Executive Officer in light of these goals and objectives and the quality and effectiveness of his leadership;

~~Recommending to the Board for approval by the independent directors each element of the compensation of the Chairman of the Board and Chief Executive Officer;~~

Reviewing the performance evaluations of all other members of executive management (the Chairman of the Board and Chief Executive Officer and the President and Chief Operating Officer are responsible for the performance evaluations of the~~non-CEO~~ ~~executive officers who report to them);~~

		Reviewing and discussing with management the factors underlying our compensation policies and decisions, including overall compensation objectives;
28	Reviewing and discussing with management the relationship between the company’s compensation policies and practices and the company’s risk management, including the extent to which those policies and practices create risks for the company;
	~~2017 Proxy Statement~~ Reviewing and approving all company goals and objectives (both financial and non-financial) relevant to the compensation of the Chief Executive Officer;
	Reviewing and approving all company goals and objectives relevant to the compensation of the Executive Chairman;
	Evaluating, together with the other independent directors, the performance of the Executive Chairman and the Chief Executive Officer in light of these goals and objectives and the quality and effectiveness of his leadership;
	Recommending to the Board for approval by the independent directors each element of the compensation of the Executive Chairman and the Chief Executive Officer;
	Reviewing the performance evaluations of all other members of executive management (the Chief Executive Officer is responsible for the performance evaluations of the non-CEO executive officers who report to him);
	Reviewing and approving (and, if applicable, recommending to the Board for approval) each element of compensation, as well as the terms and conditions of employment, of these other members of executive management;
	Granting awards under our equity compensation plans and overseeing the administration of all such plans; and
	Reviewing the strategies relating to, and costs and structure of, our key employee benefit and fringe-benefit plans and programs.

~~EXECUTIVE COMPENSATION~~

Reviewing and approving (and, if applicable, recommending to the Board for approval) each element of compensation, as well as the terms and conditions of employment, of these other members of executive management;

~~Granting awards under our equity compensation plans and overseeing the administration of all such plans; and~~

~~Reviewing the costs and structure of our key employee benefit and fringe-benefit plans and programs.~~

The Compensation & HR Committee may form and delegate authority to any subcommittee as it deems appropriate or advisable in accordance with the terms of its written charter. To date, however, the Committee has not formed or delegated authority to any subcommittee.

In furtherance of the Compensation & HR Committee’s ~~responsibility,~~responsibilities, the Committee ~~has~~ engaged ~~Steven Hall & Partners (the “consultant”)~~a consultant to assist ~~the Committee~~it in evaluating FedEx’s executive compensation ~~including during fiscal 2017. In connection with this engagement,~~(the “consultant”). Steven Hall & Partners served as the consultant from June 1, 2022 through December 2022, and Meridian Compensation Partners, LLC was engaged to serve as the new consultant in December 2022. The consultant reports directly and exclusively to the Committee. The consultant participates in Committee meetings, reviews Committee materials, and provides advice to the Committee upon its request. For example, the consultant: updates the Committee on trends and issues in executive compensation and comments on the competitiveness and reasonableness of FedEx’s executive compensation program; assists the Committee in the development and review of FedEx’s AIC and LTI programs, including commenting on performance measures and the goal-setting process; and reviews and provides advice to the Committee for its consideration in reviewing compensation-related proxy statement disclosure, including this Compensation Discussion and Analysis, and on any new equity compensation plans or plan amendments proposed for adoption.

Other than services provided to the Compensation & HR Committee, neither of the ~~consultant does not perform~~consultants engaged during fiscal 2023 performed or performs any services for FedEx. Additionally, ~~the~~each consultant has robust policies and procedures in place to prevent conflicts of interest; the fees received by ~~the~~each consultant from FedEx in the respective consultant’s most recently completed fiscal year represented less than 5% of the consultant’s revenues; neither of the ~~consultant~~consultants nor any adviser of ~~the~~either consultant had a business or personal relationship with any member of the Compensation & HR Committee or any executive officer of FedEx during fiscal ~~2017;~~2023; and no adviser of ~~the~~either consultant directly owns, or directly owned during fiscal ~~2017,~~2023, any FedEx stock. Accordingly, the Compensation & HR Committee has determined each of the ~~consultant~~consultants to be independent from the company and that no conflicts of interest exist related to ~~the~~either consultant’s services provided to the Committee. Compensation & HR Committee~~pre-approval~~ preapproval is required for any services to be provided to the company by the Committee’s independent compensation consultant. This ensures that the consultant maintains the highest level of independence from the company, in both appearance and fact.

2023 Proxy Statement

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Executive Compensation – Compensation Discussion and Analysis

The ~~Chairman of the Board and~~ Chief Executive Officer, who attends most meetings of the Compensation & HR Committee by invitation of the Committee’s ~~chairman,~~chair, assists the Committee in determining the compensation of all other executive officers by, among other things:

~~Approving any annual merit increases to the base salaries of the executive officers who report to him within limits established by the Committee;~~

Establishing annual individual performance objectives for the executive officers who report to him and evaluating their performance against such objectives (the Committee reviews these performance evaluations); and

•	Approving any annual merit increases to the base salaries of the executive officers who report to him within limits established by the Committee;
	Approving, as needed, any special base salary adjustments designed to maintain market competitiveness, within limits established by the Committee;
	Establishing annual individual performance objectives for the executive officers who report to him and evaluating their performance against such objectives (the Committee reviews these performance evaluations); and
	Making recommendations, from time to time, for special stock option and restricted stock grants (~~e.g.~~(e.g., for motivational or retention purposes) to other executive officers.

~~The~~During fiscal 2023, the other executive officers dodid not have a role in determining their own compensation, other than discussing their annual individual performance objectives and results achieved with the ~~Chairman of the Board and~~ Chief Executive Officer or(except Mr. Smith, who reports to the ~~President and Chief Operating Officer, as applicable.~~Board of Directors).

Compensation Elements and Fiscal ~~2017~~2023 Amounts

Base Salary

~~Base Salary.~~Our primary objective with respect to the base salary levels of our executive officers is to provide sufficient fixed cash income to retain and attract these highly marketable executives in a competitive market for executive talent. The base salaries of our executive officers are reviewed and adjusted (if appropriate) at least annually to reflect, among other things, economic conditions, base salaries ~~for comparable positions from the executive compensation survey data discussed above, the tenure of the officers, and the base salaries~~ of the officers relative to one another, ~~as well as~~overall market competitiveness, and the internal salary ranges for the officer’s level.


		~~2017 Proxy Statement~~		29

~~EXECUTIVE COMPENSATION~~

Effective October 1, 2016, each named executive officer’s annual base salary was increased by 3%. Additionally, in connection with his appointment as President and Chief Operating Officer of FedEx in February 2017, Mr. Bronczek’s annual base salary was increased. Effective in October 2017, Mr. Smith’s base salary will be increased by 2% and2022, the annual base salaries offor Messrs. ~~Graf, Bronczek~~Lenz, Carter, and ~~Carter will be~~Allen were increased by 3%2.5%. Messrs. Subramaniam and Smith did not receive a base salary increase at that time. As a result, ~~effective in October 2017,~~ the ~~new annual~~ base salaries of ~~FedEx’s~~our named executive officers ~~will be~~effective October 1, 2022 were as follows:

Name
   Current Annual
Base Salary
($)
New Annual
Base Salary
($)

F.W. Smith
   1,324,548    1,351,044
A.B. Graf, Jr.
   957,768    986,496
D.J. Bronczek
   1,100,016    1,133,016
R.B. Carter
   809,424    833,712
C.P. Richards⁽¹⁾
   735,900    n/a
T.M. Glenn⁽²⁾
   n/a    n/a

~~(1)~~NAME	Ms. Richards is retiring effective September 30, 2017 and will not receive a base salary following that date. Ms. Richards has entered into a separation and release agreement with FedEx, the terms of which are summarized on page 56.	ANNUAL BASE SALARY ($)
R. Subramaniam		1,300,000
M.C. Lenz		871,250
F.W. Smith		910,000
R.B. Carter		943,220
M.R. Allen		751,363

~~(2)~~

~~Mr. Glenn, who retired effective December 31, 2016, no longer receives an annual base salary from FedEx. Mr. Glenn has entered into a consulting agreement with FedEx,~~After considering our annual executive compensation review and a special analysis by the ~~terms of which are summarized beginning on page 55.~~

~~Cash Payments Under Annual Incentive~~ Compensation ~~Program.~~& HR Committee’s independent consultant, in July 2023 the independent directors, based upon the recommendation of the Compensation & HR Committee, approved increasing Mr. Subramaniam’s annual base salary to $1,450,000, effective October 1, 2023. The increase in base salary takes into consideration Mr. Subramaniam’s time in role, individual and company performance, and overall competitiveness with other similarly situated executives. Mr. Subramaniam’s total target compensation remains heavily weighted toward variable, at-risk components, none of which were increased for fiscal 2024. The Compensation & HR Committee and independent directors also approved an annual base salary of $937,300 for Mr. Smith, effective October 1, 2023, which is similar to the average increases anticipated for the broader executive team.

AIC Program

The primary objective of our AIC program is to motivate our people to achieve our annual financial goals and other business objectives and reward them accordingly. The program generally provides an annual cash bonus opportunity to many of our salaried employees on an enterprise-wide basis, including the named executive officers, at the conclusion of each fiscal ~~year~~year. The payout opportunity is based upon the achievement of ~~AIC~~financial-performance objectives that apply equally to all plan participants, as well as individual performance ~~objectives.~~objectives as described below.

~~For fiscal 2017, the AIC plan for~~All of the named executive officers ~~with~~other than Mr. Smith, our Executive Chairman, participated in the exception of Mr. Bronczek, included one company financial performance measure — adjusted consolidated operating income. For the portion of the year during which Mr. Bronczek served as President and CEO of FedEx Express, thefiscal 2023 AIC plan included two company financial performance measures — FedEx Express segment adjusted operating income and adjusted consolidated operating income. These measures were chosen as the financial performance metrics in order to provide a greater tie between individual business segment performance, and to incentivize management to improve the company’s core financial performance and find ways to improve efficiency.

plan. Target AIC payouts are established as a percentage of the executive officer’s base salary actually paid during the fiscal year. Payouts above target levels are based exclusively upon the company’s ~~performance.~~financial performance (except with respect to the Chief Executive Officer as discussed below). Accordingly, the executive officer receives above-target payouts only if the company exceeds the AIC target objective for annual financial performance.

Table of Contents

Executive Compensation – Compensation Discussion and Analysis

AIC objectives for company annual financial performance ~~are typically~~have historically been based upon our business plan for the fiscal year, which is reviewed and approved by the Board of Directors and which reflects, among other things, the risks and opportunities identified in connection with our ~~enterprise risk management~~ERM process. Consistent with our long-term focus and in order to discourage unnecessary and excessive risk-taking, ~~we measure~~the AIC program has historically measured performance against our business plan, rather than a fixed growth rate or an average of growth rates from prior years, to account for short-term economic and competitive conditions and anticipated strategic investments that may have adverse short-term profit implications. We ~~address~~have historically addressed year-over-year improvement targets through our LTI plans, as discussed below.

Fiscal 2023 AIC Plan Design

In order to continue motivating management to achieve strong financial performance, the performance measure for all participants in the fiscal 2023 AIC plan was adjusted consolidated operating income. In order to ensure that payouts under the fiscal 2023 AIC plan accurately reflected the company’s core financial performance, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved excluding fiscal 2023 costs related to business realignment activities in connection with the FedEx Express workforce reduction plan in Europe that was announced in January 2021 from fiscal 2023 consolidated operating income for purposes of the plan. The Board of Directors determined it was appropriate to minimize the impact of business realignment activities for all plan participants.

The adjusted consolidated operating income target objective under the fiscal 2023 AIC plan was equal to the fiscal 2023 business plan objective for adjusted consolidated operating income due to the inherent risk and uncertainty in the business plan given the economic environment. The target objective under the fiscal 2023 AIC plan required significant year-over-year growth in adjusted consolidated operating income to achieve a target or above-target payout. Actual adjusted consolidated operating income performance that exceeded the fiscal 2023 target objective for adjusted consolidated operating income under the AIC plan would result in an above-target payout opportunity, up to the maximum payout amount. The maximum payout opportunity under the plan was 200% of the target amount.

The actual payout for plan participants, including the non-CEO named executive officers, also depended on the achievement level of their respective individual performance objectives. The fiscal ~~2017~~2023 AIC payout amount for the Chief Executive Officer was not based on individual performance objectives but could be adjusted by the independent Board members based on their annual evaluation of his performance, as described below.

The fiscal 2023 AIC payout opportunity for each of the named executive officers (other than Mr. Smith, who did not participate in the fiscal 2023 AIC plan) was based on the achievement of corporate objectives for adjusted consolidated operating income, as described above, and the fiscal 2023 AIC plan did not have a funding floor for the named executive officers. The minimum payout opportunity under the plan for Mr. Subramaniam was zero, as a result of the threshold financial-performance objective and the independent directors’ ability to adjust Mr. Subramaniam’s bonus amount downward based on his annual performance evaluation. The minimum payout opportunity for each other participating named executive officer was also zero, as a result of the threshold financial-performance objective and Mr. Subramaniam’s ability to adjust each applicable officer’s payout amount downward based on his achievement of individual performance objectives established at the beginning of the fiscal year.

The fiscal 2023 AIC target payouts for the named executive officers (other than Mr. Smith), as a percentage of their respective base salary paid during fiscal 2023, were as follows:

NAME	TARGET PAYOUT (AS A PERCENTAGE OF BASE SALARY)⁽¹⁾
R. Subramaniam	165	%
M.C. Lenz	120	%
F.W. Smith⁽²⁾	—
~~Name~~ R.B. Carter	~~Target Payout~~ ~~(as a percentage of base salary)~~ 120	%
~~F.W. Smith~~ M.R. Allen	120	~~140%~~ %

⁽¹⁾	The maximum fiscal 2023 AIC payout opportunity for each named executive officer was 200% of his target bonus.
~~A.B. Graf, Jr.~~		~~100%~~
~~D.J. Bronczek~~⁽¹⁾		~~110%/120%~~
~~R.B. Carter~~		~~100%~~
~~C.P. Richards~~		~~100%~~
~~T.M. Glenn~~⁽²⁾		~~100%~~

~~(1)~~

In his role as Executive Chairman, Mr. ~~Bronczek’s target payout was 110% for~~Smith did not participate in the ~~portion of~~ fiscal ~~2017 during which he served as President and CEO of FedEx Express and 120% for the portion of fiscal 2017 during which he served as President and COO of FedEx.~~

2023 AIC plan.

Chief Executive Officer

~~(2)~~

~~Mr. Glenn, who retired effective December 31, 2016, received a prorated 2017 AIC payout based on the portion of fiscal 2017 during which he was employed.~~

The ~~maximum~~Chief Executive Officer’s fiscal ~~2017~~2023 AIC payout opportunity ~~for each named executive officer~~ was ~~200% of his or her target bonus.~~

~~Chairman of the Board and Chief Executive Officer.~~~~Mr. Smith’s AIC payout is tied to~~based on the achievement of ~~corporate objectives for company financial~~specified levels of adjusted consolidated operating income, as described above. The Chief Executive Officer’s minimum AIC payout opportunity was zero, as a result of the threshold financial-performance objective and the independent directors’ ability to adjust his bonus amount downward based on his annual performance ~~for the fiscal year. His~~evaluation, as described above.

2023 Proxy Statement

Table of Contents

Executive Compensation – Compensation Discussion and Analysis

The Chief Executive Officer’s target AIC payout is set as a percentage of his base salary, and his maximum AIC payout is set as a multiple of the target payout. The independent members of the Board of Directors, upon the recommendation of the Compensation & HR Committee, ~~approve~~approved these percentages. The actual AIC payout ranges on a sliding scale ~~from the minimum to the maximum~~ based upon the performance of the company against our ~~company~~ financial performance ~~goals.~~objectives.

Mr. Smith’s fiscal 2017 AIC payout was based on the achievement of corporate objectives for adjusted consolidated operating income, subject to the maximum payout opportunity. The adjusted consolidated operating income target objective under the fiscal 2017 AIC program was the same as the fiscal 2017 business plan objective for adjusted consolidated operating income (excluding, in each case, fiscal 2017 TNT Express integration and restructuring costs and financial results and the~~year-endmark-to-market~~ ~~accounting~~


30		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

adjustment for defined benefit pension and other post-retirement plans (the “MTM Adjustment”)). Subject to any adjustment by the independent directors based on their annual evaluation of Mr. Smith’s performance as described below, Mr. Smith’s minimum fiscal 2017 AIC payout was 50% of his target payout.

In addition, the independent members of the Board ~~members,~~of Directors, upon the recommendation of the Compensation & HR Committee, may adjust this amount upward or downward, or may determine that no AIC payout is justified, based on their annual evaluation of ~~Mr. Smith’s performance,~~the Chief Executive Officer’s performance. When performing this evaluation, the Compensation & HR Committee and the independent Board members consider many factors, including the quality and effectiveness of ~~his~~the Chief Executive Officer’s leadership, the execution of key strategic initiatives, and the following corporate performance measures:

	FedEx’s stock price performance relative to the Standard & Poor’s 500 Composite Index, the Dow Jones Transportation Average, the Dow Jones Industrial Average, and competitors;
	FedEx’s stock price to earnings (P/E) ratio relative to the Standard & Poor’s 500 Composite Index, the Dow Jones Industrial Average, and competitors;
	FedEx’s market capitalization;
	FedEx’s revenue growth and operating income growth (excluding certain items) relative to competitors;
	FedEx’s free cash flow (excluding business acquisitions), return on invested capital (excluding certain items), and weighted average cost of capital;
	Analyst coverage and ratings for FedEx’s stock;
	FedEx’s U.S. and international revenue market share;
	FedEx’s reputation rankings by various publications and surveys; and
	FedEx’s achievement of corporate objectives for financial performance under the AIC program.

~~FedEx’s stock price performance relative to the Standard & Poor’s 500 Composite Index, the Dow Jones Transportation Average, the Dow Jones Industrial Average and competitors;~~

~~FedEx’s stock price to earnings (P/E) ratio relative to the Standard & Poor’s 500 Composite Index, the Dow Jones Industrial Average and competitors;~~

~~FedEx’s market capitalization;~~

~~FedEx’s revenue growth and operating income growth (excluding certain items and the MTM Adjustment) relative to competitors;~~

~~FedEx’s free cash flow (excluding business acquisitions), return on invested capital (excluding certain items and the MTM Adjustment), and weighted average cost of capital;~~

~~Analyst coverage and ratings for FedEx’s stock;~~

~~FedEx’s U.S. and international revenue market share;~~

~~FedEx’s reputation rankings by various publications and surveys; and~~

~~Each FedEx business segment’s achievement of corporate objectives for financial performance under the AIC program.~~

None of these factors is given any particular weight in determining whether to adjust ~~Mr. Smith’s~~the Chief Executive Officer’s bonus amount.

Non-CEO Named Executive ~~Officers.~~ ~~Mr. Bronczek’s~~Officers

The fiscal ~~2017~~2023 AIC ~~target~~ payout opportunity for ~~the portion of the year during which he served as President and Chief Executive Officer of FedEx Express~~each participating non-CEO named executive officer was also based on the achievement of ~~corporate objectives for FedEx Express segment adjusted operating income for fiscal 2017. For the portion~~specified levels of the year during which Mr. Bronczek served as President and Chief Operating Officer of FedEx, his fiscal 2017 AIC target payout opportunity was based on the achievement of corporate objectives for adjusted consolidated operating income. The FedEx Express segment adjusted operating income target objective under the fiscal 2017 AIC program was the same as the fiscal 2017 business plan objective for FedEx Express segment adjusted operating income (excluding, in each case, applicable fiscal 2017 TNT Express integration costs). Above-target payouts for Mr. Bronczek were tied to the achievement of corporate objectives for adjusted consolidated operating income, ~~subject to the maximum payout opportunity. Mr. Bronczek’s minimum fiscal 2017 AIC payout was 50% of his target payout (subject to adjustment by Mr. Smith~~ as described ~~below).~~

above. The ~~fiscal 2017~~minimum AIC payout opportunity for each of ~~Messrs. Graf, Carter and Glenn and Ms. Richards~~the non-CEO named executive officers was ~~based on~~zero, as a result of the achievement of corporate objectives for adjusted consolidated operating income, subject to a minimum payout of 50% of his or her target payout (subject to adjustment by Mr. Smith based on the executive’s achievement of individual performance objectives as described below)threshold financial-performance objective and the ~~maximum payout opportunity.~~

~~The target AIC payout for eachnon-CEO~~ ~~named executive officer is set as a percentage~~ability of ~~the executive’s base salary, and the maximum AIC payout is set as a multiple of the target payout. The actual AIC payout ranges, on a sliding scale, from the minimum~~Mr. Subramaniam to ~~the maximum based upon the performance of the individual and the company against the objectives.~~

~~Mr. Smith may~~ adjust ~~each~~the officer’s bonus amount downward based on the achievement of individual performance objectives, ~~established at the beginning of the fiscal year. Individual performance objectives for thenon-CEO~~ ~~named executive officers vary by management level and by operating segment and include (but are not limited to):~~

~~Provide leadership to support the achievement of financial goals;~~

~~Guide and support key strategic initiatives;~~

~~Enhance the FedEx customer experience and meet goals related to internal metrics that measure customer satisfaction and service quality;~~

~~Recruit and develop executive talent and ensure successors exist for all management positions; and~~

Implement and document good faith efforts designed to ensure inclusion of females and minorities in the pool of qualified applicants for open positions and promotional opportunities, and otherwise promote FedEx’s commitment to diversity, tolerance and inclusion in the workplace.

as described below. Individual performance objectives are designed to further the company’s business objectives. Achievement of individual performance objectives is generally within each officer’s control or scope of responsibility, and the objectives are intended to be achieved with an appropriate level of effort and effective leadership by the officer. The achievement level of each participating non-CEO named executive officer’s individual performance objectives is based on Mr. ~~Smith’s~~Subramaniam’s evaluation at the conclusion of the fiscal year, which is also reviewed by the Compensation & HR Committee.

~~Adjustments to Operating Income~~The target AIC payout for ~~Fiscal 2017~~each participating non-CEO named executive officer is set as a percentage of the executive’s base salary, and the maximum AIC ~~Plan Purposes.FedEx’s consolidated operating income and FedEx~~


		~~2017 Proxy Statement~~		31

~~EXECUTIVE COMPENSATION~~

~~Express’s segment operating income for fiscal 2017 were impacted by several items that did not reflect core business performance. In order to ensure that payouts under~~payout is set as a multiple of the target payout. The actual AIC ~~plan accurately reflected the company’s core financial performance, the Board of Directors,~~payout ranges on a sliding scale based upon the ~~recommendation~~performance of the ~~Compensation Committee, designed~~individual and the company against the objectives.

For fiscal ~~2017 AIC plan~~2023, Mr. Subramaniam had discretion to ~~exclude, or approved adjustments to exclude,~~adjust the ~~following items from fiscal 2017 consolidated operating income for purposes~~applicable officer’s bonus amount based on the achievement of individual performance objectives established at the beginning of the fiscal ~~2017 AIC plan:~~year. Individual performance objectives for the participating non-CEO named executive officers vary by position and include (but are not limited to):

	Guide continued improvement in safety and security across all FedEx operations;
	Provide leadership to support the achievement of financial goals;
	Guide and support key strategic initiatives;
	Enhance the FedEx customer experience and meet goals related to internal metrics that measure customer satisfaction and service quality;
	Recruit and develop executive talent and ensure successors exist for all management positions;
	Promote the People-Service-Profit culture and Purple Promise commitment throughout the company;
	Implement and document good faith efforts designed to ensure inclusion of females and minorities in the pool of qualified applicants for open positions and promotional opportunities, and otherwise promote FedEx’s commitment to diversity, equity, tolerance, and inclusion in the workplace; and
	Maintain the highest standards of corporate governance including continued focus on compliance activities, appropriate CSR activities, and enhancement of the FedEx worldwide brand and reputation.

Table of Contents

~~The MTM Adjustment;~~

~~TNT Express integration~~Executive Compensation – Compensation Discussion and ~~restructuring costs and TNT Express’s financial results (FedEx Express segment operating income was also adjusted to remove the impact of applicable TNT Express integration costs);~~Analysis

~~Expenses related to the settlement of and certain expected losses relating to independent contractor litigation matters involving FedEx Ground; and~~

~~Charges accrued in connection with pending U.S. Customs and Border Protection matters involving FedEx Trade Networks.~~

Fiscal ~~2017~~2023 AIC Performance and ~~Payouts.~~As noted above, both the FedEx Express segment adjusted operating income target objective and the adjusted consolidated operating income target objective under the fiscal 2017 AIC program were the same as the corresponding fiscal 2017 business plan objectives.Payouts

The following table ~~presents~~shows the threshold, target, and maximum objectives ~~(if applicable)~~ for ~~FedEx Express segment adjusted operating income and~~ adjusted consolidated operating income under our fiscal ~~2017~~2023 AIC ~~program, and~~plan as well as our actual ~~FedEx Express segment adjusted operating income and~~performance (in millions). The actual AIC plan payout ranges on a sliding scale based upon the performance of the company against our financial performance objectives. As discussed above, actual fiscal 2023 adjusted consolidated operating income ~~for~~was below the threshold objective under the fiscal ~~2017 (in millions):~~2023 AIC plan.

Company Performance Measure
   Threshold Target    Maximum Actual
FedEx Express Segment Adjusted Operating Income⁽¹⁾
   n/a ⁽²⁾ $ 2,865    n/a ⁽³⁾ $ 2,795
Adjusted Consolidated Operating Income⁽⁴⁾
   n/a ⁽⁵⁾ $ 5,421    $ 5,881 $ 5,228

COMPANY PERFORMANCE MEASURE		THRESHOLD		TARGET		MAXIMUM		ACTUAL
Adjusted Consolidated Operating Income⁽¹⁾		$7,259		$8,314		$9,220		$4,948

⁽¹⁾

As discussed above, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of ~~applicable TNT Express integration~~fiscal 2023 costs ~~from~~related to business realignment activities in connection with the FedEx Express ~~segment~~workforce reduction plan in Europe that was announced in January 2021 from actual adjusted ~~operating income target objective and actual FedEx Express segment~~consolidated operating income for purposes of the fiscal ~~2017~~2023 AIC plan. SeeAppendix B C for a reconciliation of fiscal ~~2017 FedEx Express segment~~2023 adjusted consolidated operating income to the most directly comparable GAAP measure.

The following table sets forth the actual AIC payout for each named executive officer as compared to his target AIC payout:

NAME	TARGET AIC PAYOUT ($)	ACTUAL AIC PAYOUT ($)
R. Subramaniam	2,145,000	0
M.C. Lenz	1,037,000	0
F.W. Smith⁽¹⁾	—	—
R.B. Carter	1,122,662	0
M.R. Allen	894,305	0

~~(2)~~⁽¹⁾

~~Under~~In his role as Executive Chairman, Mr. Smith did not participate in the fiscal ~~2017~~2023 AIC plan, there was no threshold objective for FedEx Express segment adjusted operating income because the minimum AIC payout was 50% of the target payout for the applicable executive officers and other plan participants in the FedEx Express segment (subject to adjustment based on the achievement level for individual performance objectives).

plan.

~~(3)~~

There was no maximum objective under the FedEx Express segment adjusted operating income metric because once the target objective was met, any remaining payout was tied to the achievement of adjusted consolidated operating income objectives.

~~(4)~~

As discussed above, the Board of Directors, upon the recommendation of the Compensation Committee, approved the exclusion of certain items from the adjusted consolidated operating income objectives and actual consolidated operating income for purposes of the fiscal 2017 AIC plan. See~~Appendix~~ B ~~for a reconciliation of fiscal 2017 adjusted consolidated operating income to the most directly comparable GAAP measure.~~

~~(5)~~

Under the fiscal 2017 AIC plan, there was no threshold objective for adjusted consolidated operating income because the minimum AIC payout was 50% of the target payout for each of the named executive officers and other plan participants at FedEx and FedEx Services (subject to adjustment based on the achievement level for individual performance objectives).

~~Based upon below-target FedEx Express segment adjusted operating income and adjusted consolidated operating income performance, and eachnon-CEO~~ named executive officer’s achievement of individual performance objectives, payouts to the named executive officers under the fiscal 2017 AIC program were as follows (compared to the target payout opportunities):

Name
   Target AIC Payout
($)
Actual AIC Payout
($)

F.W. Smith
   1,836,363    1,215,948
A.B. Graf, Jr.
   948,468    731,468
D.J. Bronczek
   1,162,275    926,694
R.B. Carter
   801,564    512,023
C.P. Richards
   728,756    550,670
T.M. Glenn *
   507,148    395,068

*	~~Mr. Glenn, who retired effective December 31, 2016, received a prorated payout based on the portion of fiscal 2017 during which he was employed.~~

The independent members of the Board of Directors, upon the recommendation of the Compensation Committee, exercised their discretion (as described above) to reduce the amount of Mr. Smith’s fiscal 2017 AIC payout from $1,430,527, the formulaic amount resulting solely from below-target adjusted consolidated operating income performance under the fiscal 2017 AIC program, to $1,215,948. This decision was based upon below-business-plan achievement for fiscal 2017 adjusted consolidated operating income.


32		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

Fiscal ~~2018~~2024 AIC Plan ~~Design.~~Design

In order to ~~further motivate~~continue motivating management to ~~improve the company’s overall~~achieve strong financial ~~performance, several changes have been made to the fiscal 2018 AIC program. Unlike the fiscal 2017 AIC plan that included performance metrics based on operating segment~~ performance, the performance measure for all participants in the fiscal ~~2018~~2024 AIC ~~plan~~program is adjusted consolidated operating income.

In order to ensure that payouts under the fiscal ~~2018~~2024 AIC plan accurately reflect the company’s core financial performance, the Board of Directors, upon the recommendation of the Compensation & HR Committee, ~~has~~ approved excluding ~~the impact of the MTM Adjustment and~~ fiscal ~~2018 TNT Express integration and restructuring~~2024 costs related to business optimization activities from fiscal ~~2018~~2024 consolidated operating income for purposes of the plan. The Board of Directors determined it was appropriate to minimize the impact of business optimization implementation spend for all plan participants. See “— LTI Program — Mark-to-Market Plans Accounting and Other Adjustments to EPS for LTI Plan Purposes” and Appendix C.

The adjusted consolidated operating income target objective under the fiscal ~~2018~~2024 AIC ~~program~~plan is ~~the same as~~higher than the fiscal ~~2018~~2024 business plan objective for adjusted consolidated operating income ~~(the target~~due to the inherent risk and uncertainty in the business plan ~~objectives for~~in the current economic environment. The target objective under the fiscal 2024 AIC plan requires significant year-over-year growth in adjusted consolidated operating income ~~exclude fiscal 2018 TNT Express integration~~ and ~~restructuring costs and~~above-plan performance to achieve a target or above-target payout. The maximum payout opportunity under the ~~MTM Adjustment).~~plan is 150% of the target amount. However, the actual payout for plan participants, including the non-CEO named executive officers, depends on the achievement level of their respective individual performance objectives. The AIC payout amount for the Chief Executive Officer, Mr. Subramaniam, is not based on individual performance objectives, but may be adjusted by the independent Board members based on their annual evaluation of his performance, as described above.

The fiscal ~~2018~~2024 AIC payout opportunity for each of ~~Messrs. Smith, Bronczek, Graf and Carter and Ms. Richards (as it may be adjusted by~~ the ~~independent directors in the case of the Chairman and CEO as described above or by Mr. Smith in the case of thenon-CEO~~participating named executive officers ~~as described below)~~ will be based on the achievement of corporate objectives for adjusted consolidated operating income, ~~subject to a~~as described above. The minimum payout opportunity under the plan for Mr. Subramaniam will be zero, as a result of ~~50% of his or her target payout~~the threshold financial-performance objective and the ~~maximum~~independent directors’ ability to adjust Mr. Subramaniam’s bonus amount downward based on his annual performance evaluation, as described above. The minimum payout ~~opportunity.~~

opportunity for each participating non-CEO named executive officer also will be zero, as a result of the threshold financial-performance objective and Mr. ~~Smith may~~Subramaniam’s ability to adjust each applicable officer’s ~~bonus~~payout amount downward based on ~~the~~his achievement of individual performance objectives established at the beginning of the fiscal year. Mr. ~~Smith~~Subramaniam will determine the achievement level of ~~each~~the officer’s individual objectives at the conclusion of fiscal ~~2018.~~2024.

2023 Proxy Statement

Table of Contents

Executive Compensation – Compensation Discussion and Analysis

The fiscal ~~2018~~2024 AIC target payouts for the named executive officers, ~~(other than Mr. Glenn),~~ as a percentage of their respective base salary actually paid during fiscal ~~2018,~~2024, are as follows:


~~Name~~ NAME		~~Target Payout~~ TARGET PAYOUT (AS A PERCENTAGE OF BASE SALARY)
R. Subramaniam		165%
M.C. Lenz⁽¹⁾		120%
F.W. Smith⁽²⁾		—%
R.B. Carter		120%
M.R. Allen		120%

⁽¹⁾	Beginning August 1, 2023, Mr. Lenz is serving as a ~~percentage of base salary)~~
~~F.W. Smith~~		~~140%~~
~~A.B. Graf, Jr.~~		~~100%~~
~~D.J. Bronczek~~		~~120%~~
~~R.B. Carter~~		~~100%~~
~~C.P. Richards~~ ⁽¹⁾		~~100%~~

⁽¹⁾

~~Ms. Richards is retiring effective September 30, 2017. Her~~Senior Advisor through December 31, 2023. His potential payout for the fiscal ~~2018~~2024 AIC ~~payout~~plan will be prorated ~~based on~~to reflect the portion of fiscal ~~2018~~2024 during which ~~she was~~he will be employed.

See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement with Michael C. Lenz” on page 75.

⁽²⁾

In his role as Executive Chairman, Mr. Smith will not participate in the fiscal 2024 AIC plan.

The maximum fiscal ~~2018~~2024 AIC payout opportunity for each named executive officer will be ~~200%~~150% of his ~~or her~~ target bonus.

LTI Program

~~Cash Payments Under~~The LTI ~~Program.~~program provides a long-term cash payment opportunity to members of management, including the named executive officers, based upon achievement of long-term objectives for financial and stock price performance. The primary objective of our LTI program is to motivate management to contribute to our future success and to build long-term ~~shareowner~~stockholder value and reward them accordingly. The ~~program provides a~~FY21–FY23 LTI plan and other active LTI plans are described below.

FY21–FY23 LTI Plan

The FY21–FY23 LTI plan included two financial performance metrics: (1) aggregate adjusted EPS for the three-fiscal-year period, weighted at 75% of the total payout opportunity; and (2) CapEx/Revenue for the three-fiscal-year period, weighted at 25% of the total payout opportunity.

EPS

The Compensation & HR Committee and Board of Directors determined that EPS was an appropriate financial metric for the FY21–FY23 LTI plan given that growth in EPS strongly correlates to long-term stock price appreciation. Payouts under the EPS component of the FY21–FY23 LTI plan were determined as follows:

	No LTI payment for the EPS component unless the three-year average annual adjusted EPS growth rate (“EPS growth rate”) is at least 5%;
	Target payout for the EPS component if the EPS growth rate is 12.5%;
	Above-target payout for the EPS component if the EPS growth rate is above 12.5%, up to a maximum amount (equal to 150% of the target payout) if the EPS growth rate is 15% or higher; and
	Below-target payout for the EPS component if the EPS growth rate is below 12.5%, down to a threshold amount (equal to 25% of the target payout) if the EPS growth rate is 5%.

CapEx/Revenue

The second metric in the FY21–FY23 LTI plan, CapEx/Revenue, was chosen to incent management to further optimize capital deployment and efficiency over the three-fiscal-year period. The Compensation & HR Committee and the Board of Directors chose to use CapEx/Revenue in combination with the historical EPS metric because it can easily be calculated from publicly available information, is easily understood by all plan participants, and works in conjunction with EPS to improve cash ~~payment opportunity~~flow. The threshold, target, and maximum payout objectives were established for the three-fiscal-year period based on the forecasted level of capital expenditures for the applicable fiscal year.

Payouts under the CapEx/Revenue component of the FY21–FY23 LTI plan were determined as follows:

	No payout unless CapEx/Revenue is at or below 8.5%;
	Target payout if CapEx/Revenue is at 7.0%;
	Above-target payout if CapEx/Revenue is below 7.0%, up to a maximum payout (equal to 150% of the target payout) if CapEx/Revenue is at or below 6.0%; and
	Below-target payout if CapEx/Revenue is above 7.0%, down to a threshold amount (equal to 25% of the target payout) if CapEx/Revenue is at 8.5%.

Table of Contents

Executive Compensation – Compensation Discussion and Analysis

Mark-to-Market Retirement Plans Accounting and Other Adjustments to ~~members of management, including~~EPS for LTI Plan Purposes

All active LTI plans, as well as the ~~named executive officers, based upon~~FY21–FY23 LTI plan, include the achievement of ~~aggregate~~ EPS goals for the ~~preceding~~ three-fiscal-year ~~period.~~period as the most heavily weighted performance metric. The LTI plan design provides for payouts for the EPS plan component that correspond to specific EPS goals established by the Board of ~~Directors. The EPS goals~~Directors that represent total growth in EPS (over a base year) for the three-year term of the LTI plan.

The ~~following chart illustrates~~mark-to-market retirement plans accounting adjustments (“MTM Adjustments”), which reflect year-end and other adjustments to the ~~relationship between EPS growth and payout:~~

~~LTI Payout Opportunity~~

~~(as a percentage of target)~~


		~~2017 Proxy Statement~~		33

~~EXECUTIVE COMPENSATION~~

~~As illustrated by the above chart, the LTI program provides for:~~

~~No LTI payment unless the three-year average annual EPS growth rate is at least 5%;~~

~~Target payouts if the three-year average annual EPS growth rate is 12.5%;~~

~~Above-target payouts if the growth rate is above 12.5%, up to a maximum amount (equal to 150%~~valuation of the ~~target payouts) if~~company’s defined benefit pension and other postretirement plans, can vary dramatically from year-to-year, as they are significantly impacted by changes in interest rates and the ~~growth rate is 15% or higher; and~~

~~Below-target payouts if~~financial markets. As a result, the ~~growth rate is below 12.5%, down to a threshold amount (equal to 25% of the target payouts) if the growth rate is 5%.~~

~~Mark-to-Market~~ ~~Accounting and Other~~Board previously determined that MTM Adjustments towill be excluded from EPS ~~for~~calculations under all LTI ~~Plan Purposes.~~plans.

The Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of certain items from fiscal ~~2015, fiscal 2016~~2021, 2022, and ~~fiscal 2017~~2023 EPS for purposes of FedEx’s ~~FY2015–FY2017, FY2016–FY2018~~FY21–FY23, FY22–FY24, and ~~FY2017–FY2019~~FY23–FY25 LTI plans, and for establishing the ~~base-year~~baseline EPS for the ~~FY2016–FY2018, FY2017–FY2019~~FY22–FY24, FY23–FY25, and ~~FY2018-FY2020~~FY24–FY26 LTI plans, as applicable. In particular, because the MTM Adjustment is not reflective of core business performance, the Board previously determined that the MTM Adjustment will be excluded from fiscal 2016 and fiscal 2017 EPS for purposes of the FY2015–FY2017 LTI plan and from EPS calculations under all future LTI plans, beginning with the FY2016–FY2018 LTI plan.

For purposes of the applicable plans, fiscal 2015 EPS was adjusted to exclude: (i) the net impact of the company’s adoption of MTM accounting for its defined benefit pension and other postretirement plans, including the impact of lowering the expected return on plan assets (“EROA”) assumption from 7.75% to 6.5% in the presentation of segment results for all prior periods; (ii) aircraft impairment and related charges; and (iii) a charge to increase the legal reserve associated with the settlement of a legal matter at FedEx Ground to the amount of the settlement.

In addition to the MTM Adjustment, fiscal 2016 EPS was adjusted for purposes of the applicable plans to exclude: (i) expenses incurred in connection with the settlement of and certain expected losses relating to independent contractor litigation matters involving FedEx Ground, net of recognized immaterial insurance recovery; (ii) expenses related to the settlement of a U.S. Customs and Border Protection matter involving FedEx Trade Networks, net of recognized immaterial insurance recovery; (iii) expenses associated with the acquisition, financing and integration of TNT Express, net of any tax impact, and TNT Express’s fiscal 2016 financial results; and (iv) the favorable income tax benefit from an internal corporate legal entity restructuring to facilitate the integration of FedEx Express and TNT Express.

Similarly, in addition to the MTM Adjustment, fiscal 2017 EPS was adjusted for purposes of the applicable plans to exclude: (i) fiscal 2017 TNT Express integration and restructuring costs; (ii) expenses related to the settlement of and certain expected losses relating to independent contractor litigation matters involving FedEx Ground; and (iii) charges accrued in connection with pending U.S. Customs and Border Protection matters involving FedEx Trade Networks.

As a result, adjusted fiscal 2015 EPS of $8.87, rather than reported fiscal 2015 EPS of $3.65, is being used for purposes of the FY2015–FY2017 LTI plan. In addition, $8.87 is the base-year EPS for the FY2016–FY2018 LTI plan. Adjusted fiscal 2016 EPS of $10.60, rather than reported fiscal 2016 EPS of $6.51, is being used for purposes of the FY2015–FY2017 and FY2016–FY2018 LTI plans (as described in more detail below, adjusted fiscal 2016 EPS of $10.80 is further adjusted to $10.60 for these plans to account for the effect of stock repurchases). Adjusted fiscal 2016 EPS of $10.80 is the base-year EPS for the FY2017–FY2019 LTI plan. Finally, adjusted fiscal 2017 EPS of $12.02, rather than reported fiscal 2017 EPS of $11.07, is being used for purposes of the FY2015–FY2017, FY2016–FY2018 and FY2017–FY2019 LTI plans (as described in more detail below, adjusted fiscal 2017 EPS of $12.09 is further adjusted to $12.02 for these plans to account for the effect of stock repurchases). Adjusted fiscal 2017 EPS of $12.09 is the base-year EPS for the FY2018–FY2020 LTI plan. The Board ~~of Directors, upon the recommendation of the Compensation Committee,~~ determined that, by excluding each of these items, payouts, if any, under ~~these~~the LTI plans will more accurately reflect FedEx’s core financial performance in fiscal ~~2015,~~2021, 2022, and 2023, as applicable. A discussion of the items excluded for each fiscal ~~2016~~year and full reconciliation showing the individual adjustments to the GAAP EPS measure for the applicable fiscal year, as compared to the non-GAAP EPS measure used for each applicable LTI plan, is set forth in Appendix C.

During fiscal 2022 and fiscal ~~2017, as applicable. See~~~~Appendix~~ B ~~for a reconciliation of~~2023, the~~non-GAAP~~ ~~measures to the most directly comparable GAAP measures.~~

For the same reason, the Board of Directors, upon the recommendation of the Compensation Committee, has also approved the exclusion of TNT Express integration and restructuring costs from fiscal 2018, fiscal 2019 and fiscal 2020 EPS for purposes of the FY2016-FY2018, FY2017-FY2019 and FY2018-FY2020 LTI plans, as applicable.

~~Stock Repurchase Program-Related Adjustments to EPS for LTI Plan Purposes.~~~~During fiscal 2016 and fiscal 2017, the company~~ Company repurchased ~~18.2 million~~8,857,202 shares and ~~3.0 million~~9,180,752 shares, respectively, ~~as part of~~under our stock repurchase program. Because the positive impact on EPS resulting from these stock repurchases did not reflect core business performance, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of the impact of the fiscal 2022 and fiscal 2023 stock repurchases ~~(net~~in excess of ~~interest expense on debt issued to fund a portion of the stock repurchase programs) on fiscal 2016~~that which offset dilution from equity awards from EPS for ~~purposes of the FY2015–FY2017 and FY2016–FY2018 LTI plans~~fiscal 2022 and fiscal ~~2017 EPS~~2023 for ~~purposes~~the purpose of ~~the FY2015–FY2017, FY2016–FY2018 and FY2017-FY2019~~calculating attainment under each applicable LTI ~~plans.~~plan.


34		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

As a result, adjusted fiscal 2016 EPS of $10.60, rather than adjusted fiscal 2016 EPS of $10.80 (as further discussed above), is being used for purposes of the FY2015–FY2017 and FY2016–FY2018 LTI plans. Additionally, adjusted fiscal 2017 EPS of $12.02, rather than adjusted fiscal 2017 EPS of $12.09 (as further discussed above), is being used for purposes of the FY2015–FY2017, FY2016–FY2018 and FY2017-FY2019 LTI plans. See~~Appendix~~ B ~~for a reconciliation ofnon-GAAP~~ ~~measures to the most directly comparable GAAP measures.~~

Fiscal ~~2017~~2023 LTI Performance and ~~Payouts.~~~~Typically,~~Payouts

For the ~~base-year number~~FY21–FY23 LTI plan, the baseline EPS over which the ~~three-year~~three-fiscal-year average annual EPS growth rate goals are measured is $7.92. For purposes of establishing the baseline EPS for anthe FY21–FY23 LTI plan, ~~is the final full-year~~fiscal 2020 GAAP EPS of ~~the preceding~~$4.90 was adjusted to exclude: (i) MTM Adjustments ($2.22 per diluted share) and (ii) fiscal year. For the FY2015–FY2017 LTI plan, however, the base-year year number is $7.12, not fiscal 2014 EPS of $6.75 as originally reported before the company’s adoption of MTM accounting. The Board of Directors, upon the recommendation of the Compensation Committee, approved this increase in the base-year EPS in order to exclude the impact of the company’s stock repurchase program on a prospective basis. 2020 TNT Express integration expenses ($0.80 per diluted share).

The following table presents the aggregate EPS and CapEx/Revenue threshold (minimum), target, and maximum objectives under our ~~FY2015–FY2017~~FY21–FY23 LTI plan, which was established by the Board of Directors in ~~2014,~~June 2020, and our actual aggregate adjusted ~~aggregate~~ EPS and CapEx/Revenue under the plan for the ~~three-year~~three-fiscal-year period ended May 31, ~~2017:~~2023:

Performance Measure
Threshold Target Maximum Actual
FY2015–FY2017 Aggregate Adjusted EPS
$23.57 $27.16 $28.44 $31.49 *

PERFORMANCE MEASURE	THRESHOLD			TARGET			MAXIMUM			ACTUAL
FY21–FY23 Aggregate Adjusted EPS	$	26.24		$	30.20		$	31.64		$	48.59	*
FY21–FY23 CapEx/Revenue		8.5	%		7.0	%		6.0	%		7.03	%

The actual aggregate adjusted EPS consists of ~~$8.87~~$16.12 for fiscal ~~2015 (which excludes the $0.08 net impact of FedEx’s adoption of MTM pension accounting, including the related segment EROA recast), $10.60~~2021, $18.67 for fiscal ~~2016 (which excludes the $0.20 net impact of stock repurchases as discussed above),~~2022, and ~~$12.02~~$13.80 for fiscal ~~2017 (which excludes the $0.07 net impact of stock repurchases as discussed above).~~2023. SeeAppendix C Bfor a reconciliation of the applicable non-GAAP ~~measures~~ EPS measure to the ~~most directly comparable~~corresponding GAAP ~~measures.~~

EPS measure.

~~Based upon this above-target performance, we made the following LTI payouts to the named executive officers under the FY2015–FY2017 LTI plan — as illustrated by the~~The following table ~~(compared to~~shows the threshold, target, and maximum payout ~~opportunities):~~opportunities under the FY21–FY23 LTI plan and the actual payout to the named executive officers:

Name
   Threshold LTI Payout
($)    Target LTI Payout
($)    Maximum LTI Payout
($)
Actual LTI Payout
($)

F.W. Smith
   1,000,000    4,000,000    6,000,000    6,000,000
A.B. Graf, Jr.
   300,000    1,200,000    1,800,000    1,800,000
D.J. Bronczek
   375,000    1,500,000    2,250,000    2,250,000
R.B. Carter
   300,000    1,200,000    1,800,000    1,800,000
C.P. Richards
   300,000    1,200,000    1,800,000    1,800,000
T.M. Glenn*
   258,330    1,033,320    1,549,980    1,549,980

NAME	THRESHOLD LTI PAYOUT ($)	TARGET LTI PAYOUT ($)	MAXIMUM LTI PAYOUT ($)	ACTUAL LTI PAYOUT ($)
R. Subramaniam⁽¹⁾	182,292	2,916,667	4,375,000	3,998,750
M.C. Lenz	85,937	1,375,000	2,062,500	1,885,125
F.W. Smith⁽²⁾	271,875	4,350,000	6,525,000	5,963,850
R.B. Carter	85,937	1,375,000	2,062,500	1,885,125
M.R. Allen	85,937	1,375,000	2,062,500	1,885,125

*⁽¹⁾	Amounts shown are prorated to reflect Mr. ~~Glenn, who retired~~Subramaniam’s position as President and Chief Operating Officer in fiscal 2021 and 2022 and his current position, effective ~~December 31, 2016, received a~~June 1, 2022, as President and Chief Executive Officer.
⁽²⁾	Amounts shown are prorated ~~payout based on the portion~~to reflect Mr. Smith’s position as Chairman of the ~~three-year period during which he was employed.~~ Board and Chief Executive Officer in fiscal 2021 and 2022 and his current position, effective June 1, 2022, as Executive Chairman and Chairman of the Board.

2023 Proxy Statement

Table of Contents

Executive Compensation – Compensation Discussion and Analysis

Future LTI Payout ~~Opportunities.~~Opportunities

FY22–FY24, FY23–FY25, and FY24–FY26 LTI Plans

The FY22–FY24 LTI plan design, like the FY21–FY23 LTI plan, includes two financial performance metrics: (1) aggregate adjusted EPS for the three-fiscal-year period, weighted at 75% of the total payout opportunity; and (2) CapEx/Revenue for the three-fiscal-year period, weighted at 25% of the total payout opportunity.

In June 2022, based upon further feedback obtained through the stockholder engagement process, the Board of Directors, ~~has established~~upon the recommendation of the Compensation & HR Committee, further revised the LTI ~~plans~~plan design, beginning with the FY23–FY25 LTI plan, to include three performance metrics: (1) aggregate adjusted EPS for the three-fiscal-year ~~periods 2016~~period, weighted at 50% of the total payout opportunity; (2) CapEx/Revenue over the three-fiscal-year period, weighted at 25% of the total payout opportunity; and (3) relative TSR for the three-fiscal-year period, weighted at 25% of the total payout opportunity.

In July 2023, based upon further feedback obtained through ~~2018, 2017 through 2019 and 2018 through 2020, providing cash payment opportunities~~the stockholder engagement process, the Board of Directors, upon the ~~conclusion~~recommendation of ~~fiscal 2018, 2019~~the Compensation & HR Committee, further revised the LTI plan design, beginning with the FY24–FY26 LTI plan, to replace the CapEx/Revenue metric with a new metric, ROIC. The three performance metrics in the FY24–FY26 LTI plan are: (1) aggregate adjusted EPS for the three-fiscal-year period, weighted at 50% of the total payout opportunity; (2) average ROIC growth over the three-fiscal-year period, weighted at 25% of the total payout opportunity; and ~~2020, respectively, if certain~~ (3) relative TSR for the three-fiscal-year period, weighted at 25% of the total payout opportunity.

The performance metrics used in the active LTI plans and targets for the applicable plan are described below.

EPS

The Compensation & HR Committee and Board of Directors determined that EPS was an appropriate financial metric for the FY22–FY24, FY23–FY25, and FY24–FY26 LTI plans given that growth in EPS strongly correlates to long-term stock price appreciation. The EPS performance goals under the FY22–FY24 and FY24–FY26 LTI plans are as follows:

	No payment under the EPS component unless the EPS growth rate is at least 5%;
	Target payout under the EPS component if the EPS growth rate is 12.5%;
	Above-target payout if the EPS growth rate is above 12.5%, up to 150% of the target payout for the FY22–FY24 LTI plan (the maximum payout under this plan) and FY24–FY26 LTI plan if the EPS growth rate is 15%;
	Above-target payout for the FY24–FY26 LTI plan if the EPS growth rate is above 15.0%, up to a maximum amount (equal to 200% of the target payout) if the EPS growth rate is 20% or higher; and
	Below-target payout if the growth rate is below 12.5%, down to a threshold amount (equal to 25% of the target payout) if the growth rate is 5%.

For the FY23–FY25 LTI plan, the EPS performance goals are ~~achieved with respect to those periods.~~as follows:

	No payment under the EPS component unless the EPS growth rate is at least 5%;
	Target payout under the EPS component if the EPS growth rate is 15.0%;
	Above-target payout if the EPS growth rate is above 15.0%, up to an amount equal to 150% of the target payout if the EPS growth rate is 17.5%;
	Above-target payout if the EPS growth rate is above 17.5%, up to a maximum amount (equal to 200% of the target payout) if the EPS growth rate is 20.0% or higher; and
	Below-target payout if the EPS growth rate is below 15.0%, down to a threshold amount (equal to 25% of the target payout) if the EPS growth rate is 5%.

~~Typically,~~The Compensation & HR Committee and Board approved the ~~base-year number over which the three-year average annual~~reset in EPS growth rate ~~goals are measured~~targets for anthe FY24–FY26 LTI plan ~~is the final full-year EPS of the preceding fiscal year. However, the base-year EPS amounts over which the three-year average annual~~(reverting to historical EPS growth rate ~~goals will be measured for~~targets) from those used in the ~~FY2016–FY2018, FY2017–FY2019 and FY2018-2020~~FY23–FY25 LTI ~~plans are $8.87, $10.80 and $12.09, respectively (as discussed above).~~plan due to changes in the macroenvironment.


		~~2017 Proxy Statement~~		35

~~EXECUTIVE COMPENSATION~~

As described above ~~adjusted~~under “Mark-to-Market Retirement Plans Accounting and Other Adjustments to EPS for LTI Plan Purposes,” fiscal ~~2016~~2021 adjusted EPS of ~~$10.60 (which excludes~~$16.12 is the ~~$0.20 net impact~~baseline EPS for the FY22–FY24 LTI plan, fiscal 2022 adjusted EPS of ~~stock repurchases)~~$19.47 is being used for purposes of calculating attainment under the ~~FY2016–FY2018~~FY22–FY24 LTI plan, ~~and~~fiscal 2022 adjusted ~~fiscal 2017~~ EPS of ~~$12.02 (which excludes~~$20.61 is the ~~$0.07 net impact~~baseline EPS for the FY23–FY25 LTI plan, fiscal 2023 adjusted EPS of ~~stock repurchases)~~$13.91 is being used for purposes of calculating attainment under the ~~FY2016–FY2018~~FY22–FY24 and ~~FY2017-FY2019~~FY23–FY25 LTI ~~plans.~~ plans, and fiscal 2023 adjusted EPS of $14.48 is the baseline EPS for the FY24–FY26 LTI plan.

Table of Contents

Executive Compensation – Compensation Discussion and Analysis

The following table presents the aggregate EPS thresholds, targets, and maximums under the ~~FY2015–FY2017~~EPS component of the FY22–FY24, FY23–FY25, and ~~FY2016–FY2018~~FY24–FY26 LTI plans and our progress toward the FY22–FY24 and FY23–FY25 LTI plan goals:

PERFORMANCE MEASURE	THRESHOLD		TARGET		MAXIMUM		ACTUAL AGGREGATE ADJUSTED EPS AS OF MAY 31, 2023*
FY22–FY24 Aggregate Adjusted EPS	$	53.38	$	61.51	$	64.38	$	33.38
FY23–FY25 Aggregate Adjusted EPS	$	68.22	$	82.31	$	90.03	$	13.91
FY24–FY26 Aggregate Adjusted EPS	$	47.92	$	55.24	$	63.27		N/A

*	See Appendix C for a reconciliation of the applicable non-GAAP measure to the corresponding GAAP measure.

CapEx/Revenue

The second metric in the FY22–FY24 and FY23–FY25 LTI plans, CapEx/Revenue, was chosen to incent management to further optimize capital deployment and efficiency over each three-fiscal-year period. The Compensation & HR Committee and the Board of Directors chose to use CapEx/Revenue in combination with the historical EPS metric because it can easily be calculated from publicly available information, is easily understood by all plan participants, and works in conjunction with EPS to improve cash flow. The threshold, target, and maximum payout objectives were established based on the forecasted level of capital expenditures for the applicable three-fiscal-year period.

Payouts under the CapEx/Revenue component are determined as follows:

	No payout unless CapEx/Revenue is at or below the threshold objective;
	Target payout if CapEx/Revenue is at the target objective;
	Above-target payout if CapEx/Revenue is below the target objective, up to a maximum payout (equal to 150% of the target payout) if CapEx/Revenue is at or below the maximum objective; and
	Below-target payout if CapEx/Revenue is above the target objective, down to a threshold amount (equal to 25% of the target payout) if CapEx/Revenue is at the threshold objective.

The following table presents the CapEx/Revenue threshold, target, and maximum under the FY22–FY24 and FY23–FY25 LTI plans and our progress toward these goals as of May 31, ~~2017:~~2023:

PERFORMANCE PERIOD	CAPEX/ REVENUE THRESHOLD		CAPEX/ REVENUE TARGET		CAPEX/ REVENUE MAXIMUM		ACTUAL CAPEX/ REVENUE AS OF MAY 31, 2023
FY22–FY24	9.5	%	8.0	%	7.0	%	7.0	%
FY23–FY25	7.2	%	6.9	%	6.6	%	6.8	%

ROIC

The second metric selected for the FY24–FY26 LTI plan is ROIC, which was chosen to further align executive compensation with stockholder value, with ROIC being a key metric by which to measure the effectiveness and efficiency of our long-term capital investments. The ROIC metric measures the average growth in ROIC over a three-fiscal-year period (“average ROIC growth”) from a fiscal 2023 ROIC baseline. For purposes of the plan, annual ROIC is calculated as adjusted consolidated operating income, after taxes, for the fiscal year divided by average invested capital. For purposes of the ROIC calculation, (1) adjusted consolidated operating income is calculated as consolidated operating income excluding items not reflective of our core financial performance that may be approved for exclusion for the applicable fiscal year by the Board of Directors, based upon the recommendation of the Compensation & HR Committee; and (2) average invested capital is calculated as the average of the current and prior fiscal year-end balances of long-term debt, including current portion, and total common stockholders’ investment.

Performance
Period
   Aggregate
EPS Threshold    Aggregate
EPS Target    Aggregate
EPS Maximum    Actual Aggregate
Adjusted EPS
as of May 31, 2017*
FY2016–FY2018
   $29.36    $33.84    $35.42    $22.62
            (with one year remaining)
FY2017–FY2019
   $35.75    $41.20    $43.13    $12.02
            (with two years remaining)

Payouts under the ROIC component are determined as follows:

*	~~See~~~~Appendix B~~ ~~for a reconciliation~~No payout unless average ROIC growth is at least 60 basis points;
	Target payout if average ROIC growth is 120 basis points;
	Above-target payout if average ROIC growth is above 120 basis points up to 250 basis points (equal to 150% of the ~~non-GAAP measures~~target payout);
	Above-target payout if average ROIC growth is above 250 basis points, up to a maximum amount (equal to 200% of the ~~most directly comparable GAAP measures.~~target payout) if average ROIC growth is 370 basis points or higher; and

2023 Proxy Statement

Table of Contents

Executive Compensation – Compensation Discussion and Analysis

Below-target payout if average ROIC growth is below 120 basis points, down to a threshold amount (equal to 25% of the target payout) if average ROIC is at the threshold objective.

RELATIVE TSR

The third metric in the FY23–FY25 and FY24–FY26 LTI plans, relative TSR, was chosen to directly align executive compensation with stockholder returns. The relative TSR metric measures the total return on an investment in FedEx stock to an investor (stock price appreciation plus dividends) compared to the total return of the stock of the companies in the S&P 500 Index over a three-fiscal-year period. If our TSR over the three-fiscal-year period is negative, there will be no payout, regardless of performance against the companies in the S&P 500 Index. The maximum payout for the relative TSR portion of the FY23–FY25 and FY24–FY26 LTI plans is 200%.

Potential payouts under the relative TSR metric are shown in the table below:


THREE-FISCAL-YEAR TSR COMPARED TO S&P 500 INDEX	PERCENTAGE OF TARGET EARNED
Greater than 75^thPercentile	200	%
Greater than 50^thPercentile	100	%
Greater than 25^thPercentile	50	%
Equal to or less than 25^thPercentile	0	%

The following table shows our TSR for fiscal 2023 and the S&P 500 Index TSR:

YEAR		FEDEX TSR		S&P 500 INDEX TSR
2023		(0.7%)		2.9	%

Potential Future Payouts

The following table sets forth the potential threshold, target, and maximum payouts for the named executive officers under the ~~FY2016–FY2018, FY2017–FY2019~~FY22–FY24, FY23–FY25, and ~~FY2018-FY2020~~FY24–FY26 LTI plans.

      Potential Future Payouts
Name
   Performance
Period    Threshold
($)    Target
($)    Maximum
($)
F.W. Smith
   FY2016–FY2018    1,000,000    4,000,000    6,000,000
   FY2017–FY2019    1,150,000    4,600,000    6,900,000
   FY2018–FY2020    1,150,000    4,600,000    6,900,000
A.B. Graf, Jr.
   FY2016–FY2018    300,000    1,200,000    1,800,000
   FY2017–FY2019    343,750    1,375,000    2,062,500
   FY2018–FY2020    343,750    1,375,000    2,062,500
D.J. Bronczek⁽¹⁾
   FY2016–FY2018    422,917    1,691,667    2,537,500
   FY2017–FY2019    491,667    1,966,667    2,950,000
   FY2018–FY2020    518,750    2,075,000    3,112,500
R.B. Carter
   FY2016–FY2018    300,000    1,200,000    1,800,000
   FY2017–FY2019    343,750    1,375,000    2,062,500
   FY2018–FY2020    343,750    1,375,000    2,062,500
C.P. Richards⁽²⁾
   FY2016–FY2018    300,000    1,200,000    1,800,000
   FY2017–FY2019    343,750    1,375,000    2,062,500
   FY2018–FY2020    343,750    1,375,000    2,062,500
T.M. Glenn⁽³⁾
   FY2016–FY2018    158,330    633,320    949,980
   FY2017–FY2019    66,836    267,346    401,019
   FY2018–FY2020    n/a    n/a    n/a

			POTENTIAL FUTURE PAYOUTS
NAME	PERFORMANCE PERIOD		THRESHOLD ($)	TARGET ($)	MAXIMUM ($)
R. Subramaniam	FY22–FY24	⁽¹⁾	265,625	4,250,000	6,375,000
	FY23–FY25		343,750	5,500,000	10,312,500
	FY24–FY26		343,750	5,500,000	10,312,500
M.C. Lenz	FY22–FY24	⁽²⁾	94,184	1,506,944	2,260,416
	FY23–FY25	⁽²⁾	65,972	1,055,556	1,979,168
	FY24–FY26	⁽²⁾	24,306	388,889	729,167
F.W. Smith	FY22–FY24	⁽³⁾	264,583	4,233,333	6,350,000
	FY23–FY25		240,625	3,850,000	7,218,750
	FY24–FY26		240,625	3,850,000	7,218,750
R.B. Carter	FY22–FY24		85,937	1,375,000	2,062,500
	FY23–FY25		109,375	1,750,000	3,281,250
	FY24–FY26		109,375	1,750,000	3,281,250
M.R. Allen	FY22–FY24		85,937	1,375,000	2,062,500
	FY23–FY25		109,375	1,750,000	3,281,250
	FY24–FY26		109,375	1,750,000	3,281,250

⁽¹⁾

~~Mr. Bronczek’s payout opportunities under the FY2016–FY2018 and FY2017–FY2019 LTI plans~~Amounts shown are prorated ~~based on the applicable fiscal years during which he served~~to reflect Mr. Subramaniam’s position as President and ~~CEO of FedEx Express (fiscal 2017)~~Chief Operating Officer in fiscal 2022 and his current position, effective June 1, 2022, as President and ~~COO of FedEx (fiscal 2018 and 2019).~~

Chief Executive Officer.

Table of Contents

Executive Compensation – Compensation Discussion and Analysis

⁽²⁾

~~Ms. Richards, who~~As of August 1, 2023, Mr. Lenz is ~~retiring effective September 30, 2017, will be eligible for~~serving as a Senior Advisor through December 31, 2023. Amounts shown are prorated to reflect potential payouts under each of the ~~FY2016-FY2018, FY2017-FY2019~~FY22–FY24, FY23–FY25, and ~~FY2018-FY2020 LTI plans based on the portion of the applicable three-fiscal-year period during which she was employed.~~

~~(3)~~	~~Mr. Glenn, who retired effective December 31, 2016, is eligible for payouts under each of the FY2016-FY2018 and FY2017-FY2019~~FY24–FY26 LTI plans based on the portion of the applicable three-fiscal-year period during which he ~~was~~will be employed. See “Potential Payments upon Termination or Change of Control — Separation and Release Agreement with Michael C. Lenz” on page 75.
⁽³⁾	Amounts shown are prorated to reflect Mr. Smith’s position as Chairman of the Board and Chief Executive Officer in fiscal 2022 and his current position, effective June 1, 2022, as Executive Chairman and Chairman of the Board.

~~Retention Awards for Chief Financial Officer.~~On July 17, 2017, the Board of Directors, upon the recommendation of the Compensation Committee, approved a performance-based cash award for Mr. Graf. The award has a target value of $574,661 that is tied to the achievement of a fiscal 2020 EPS goal (excluding mark-to-market pension accounting adjustments and TNT Express integration and restructuring expenses and subject to any adjustments that may be approved by the Board, upon the recommendation of the Compensation Committee). The cash award will be paid in its entirety if the fiscal 2020 EPS goal is met or exceeded. If fiscal 2020 EPS is less than 80% of the goal, no cash award will be paid. If fiscal 2020 EPS is between 80% and 100% of the goal, the Chairman of the Board will determine the actual award


36		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

paid (but in no event will it exceed $574,661). To remain eligible for the award, Mr. Graf must remain FedEx’s Chief Financial Officer through the end of fiscal 2020. In the event of death or permanent disability prior to the end of fiscal 2020, payment will be made in accordance with the timing and payout criteria described above. On July 17, 2017, Mr. Graf was also granted a restricted stock award of 1,785 shares with a four-year ratable vesting period.

Long-Term Equity Incentives — Stock Options and Restricted ~~Stock.~~Stock

Our primary objective in providing long-term equity incentives to executive officers is to further align their interests with those of our ~~shareowners~~stockholders by facilitating significant ownership of FedEx stock by the officers. This creates a direct link between their compensation and long-term ~~shareowner~~stockholder return. Equity awards also serve as an effective retention and motivational vehicle, focusing executive officers on the long-term success of FedEx and rewarding them when the stock price appreciates. During fiscal 2023 the Compensation & HR Committee again reviewed our long-term equity incentive programs and determined that they continue to be appropriate for FedEx.

~~Amount.~~Amount

Stock options and restricted stock are generally granted to executive officers on an annual basis. As discussed above, an officer’s position and level of responsibility are the primary factors that determine the number of options and shares of restricted stock awarded to the officer in the annual grant. ~~For instance, FedEx’s Chief Financial Officer, General Counsel, and Chief Information Officer receive the same number of options and restricted shares in the annual grant.~~

The number of stock options and restricted shares awarded at each management level can vary from year to year. In determining how many options and shares of restricted stock should be awarded at each level, the Compensation & HR Committee may consider:

	Target TDC levels and referenced survey data — as discussed above, we include the total target value of all equity-based awards (including tax payments for restricted stock awards) in our calculation of target TDC, and in evaluating the fiscal 2023 target TDC levels for our named executive officers, we referred to multiple market reference points for comparable positions in the referenced surveys;
	The total number of shares then available to be granted; and
	Potential stockholder dilution.

Target TDC levels and referenced survey data — as discussed above, we include the total target value of all equity-based awards (including tax payments for restricted stock awards) in our calculation of target TDC (using the same valuation methodology used in the market survey data), and in evaluating the fiscal 2016 target TDC levels for our named executive officers, we referred to multiple market reference points for comparable positions in the referenced surveys;

~~The total number of shares then available to be granted; and~~

~~Potential shareowner dilution.~~ As of July ~~31, 2017,~~27, 2023, the total number of shares underlying options and shares of restricted stock outstanding or available for future grant under our equity compensation plans represented ~~7.1%~~10% of the sum of shares outstanding plus the shares underlying options outstanding or available for future grant plus shares of restricted stock available for future grant.

Other factors that the Compensation & HR Committee may consider, especially with respect to special grants outside of the annual-grant framework, include the promotion of an officer or the desire to retain a valued executive or recognize a particular officer’s ~~contributions, like the restricted stock award described above granted to Mr. Graf on July 17, 2017.~~contributions. None of these factors is given any particular weight and the specific factors used may vary among individual executives.

~~Timing.~~~~In selecting dates for awarding equity-based compensation, we do not consider, nor have we ever considered, the price of FedEx’s common stock or the timing of the release of material,non-public~~ ~~information about the company.~~ Timing

Stock option and restricted stock awards are generally made to executive officers on an annual basis according to apre-established schedule. Annual equity-based compensation awards to our executive officers are approved annually at the June meeting of the Compensation & HR Committee. The date of this meeting is generally scheduled at least one year in advance. If the meeting date is not on a business day, the grant date is the next business day. However, if the meeting date falls within a blackout period when trading in FedEx securities is prohibited under our Securities Manual, the Compensation & HR Committee may approve the awards but make them effective as of a future grant date that falls outside of such blackout period.

Throughout the year, equity awards are made to new hires, promoted employees, and, in rare circumstances, as a reward for exceptional performance. When the Compensation & HR Committee approves a special grant outside of the annual-grant framework, such grants are typically made at a regularly scheduled meeting and the grant date of the awards is the approval date or the next business day, if the meeting does not fall on a business day. If the grant is made in connection with the promotion of an individual or the election of an officer, the grant date may be the effective date of the individual’s promotion or the officer’s election, if such effective date is after the approval date. If the meeting date falls within a blackout period when trading in FedEx securities is prohibited under our Securities Manual, the Compensation & HR Committee may approve the awards but make them effective as of a future grant date that falls outside of such blackout period.

~~Pricing.~~Pricing

The exercise price of stock options granted under our equity incentive plans is equal to the fair market value of FedEx’s common stock on the date of grant. Under the terms of our equity incentive plans, the fair market value on the grant date is defined as the average of the high and low trading prices of FedEx’s common stock on the ~~New York Stock Exchange~~NYSE on that day. We believe this ~~methodology~~ is the most equitable method for determining the exercise price of our stock option awards given theintra-day price volatility often shown by our stock.

2023 Proxy Statement

Table of Contents

~~Vesting.~~Executive Compensation – Compensation Discussion and Analysis

Vesting

Stock options and restricted stock granted to executive officers generally vest ratably over four years beginning on the first anniversary of the grant date. This four-year vesting period is intended to further encourage the retention of ~~the~~our executive officers, since unvested stock options are forfeited upon termination of the officer’s employment for any reason other than death or permanent disability and unvested restricted stock is forfeited upon termination of the officer’s employment for any reason other than death, permanent disability, or retirement.

Tax Payments for Restricted Stock ~~Awards.~~~~As discussed previously, FedEx pays the taxes resulting from a~~Awards

When granting restricted stock, ~~award on behalf~~FedEx first determines the total target value of the ~~recipient. This prevents~~award and then approves the ~~need for~~delivery of that value in two components: restricted shares and cash payment of taxes due. Therefore, the officer to sell a portion of a stock award to pay the corresponding tax obligation and thus encourages and facilitates FedEx stock ownership by our officers, thereby further aligning their interests with those of our shareowners. The total target value of the award is the same as it would be if there were no tax payments. In particular, because the amount of the tax payment is included in the calculation of the target value of the restricted stock award, the officers receive fewer shares in each award than they would in the absence of the tax payment: fewer by an amount equal in value to the tax payment.

This methodology prevents the need for an officer to make a disposition of FedEx stock to cover the tax consequences of a restricted stock award and dilute his or her interest in FedEx. Conversely, absent the tax payment, the number of shares received in each award would be larger by an amount equal in value to the forgone tax payment, thereby having a dilutive effect on our stockholders’ equity interest in FedEx. While SEC disclosure rules require that these payments be included with tax reimbursement payments and reported as “other compensation” in the Summary Compensation Table, we do not believe these payments are “tax gross-ups” in the conventional sense, since their value is fully reflected in the number of shares ultimately delivered to recipients. The following chart illustrates this principle, using the target value for the fiscal year 2023 annual restricted stock awards granted to our General Counsel and Chief Information Officer:

Target Value of Restricted Stock Award

Not only is the value to the officer, as well as the cost to the company, generally the same as it would be otherwise, but this practice uses fewer shares of stock to arrive at the same benefit and has proved extremely successful in retaining executives and enabling them to retain their shares. Our restricted stock program also includes certain lower-level officers and high-performing managers and individual contributors who are nominated for special awards, and we make tax payments as part of restricted stock awards to these individuals.

In sum, we strongly believe that our restricted stock program is effectively designed and is aligned with the best interests of our stockholders.

Voting and Dividend Rights on Restricted ~~Stock.~~Stock

Holders of restricted shares are entitled to vote and receive any dividends on such shares. ~~The dividend rights are included in the computation of the value of the restricted stock award for purposes of determining the recipient’s target TDC.~~

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Table of Contents

Executive Compensation – Compensation Discussion and Analysis

Fiscal ~~2017 Awards.~~2023 Awards

On June ~~6, 2016,~~30, 2022, the named executive officers (other than Mr. Smith) were granted stock option and restricted stock awards as follows:

Name
   Number of Stock Options Number of Shares of Restricted Stock
F.W. Smith
   156,210 0
A.B. Graf, Jr.
   19,385 3,635
D.J. Bronczek
   25,195 4,690
R.B. Carter
   19,385 3,635
C.P. Richards
   19,385 3,635
T.M. Glenn
   19,385 ⁽¹⁾ 3,635 ⁽²⁾

NAME	NUMBER OF STOCK OPTIONS	NUMBER OF SHARES OF RESTRICTED STOCK
R. Subramaniam	55,920	9,920
M.C. Lenz	22,590	4,275
F.W. Smith⁽¹⁾	—	—
R.B. Carter	18,040	4,005
M.R. Allen	18,040	4,005

⁽¹⁾	~~These options were forfeited upon~~In his role as Executive Chairman, Mr. ~~Glenn’s retirement.~~ Smith did not receive any equity awards during fiscal 2023.

~~(2)~~

~~In accordance with the terms of FedEx’s 2010 Omnibus Stock Incentive Plan, the restrictions applicable to these shares lapsed upon Mr. Glenn’s retirement on December 31, 2016.~~

As in previous years, at the request of Mr. Smith and in light of his significant stock ownership, the Compensation Committee did not award him any restricted stock. Instead, his equity awards were in the form of stock options, which will yield value to him only if the stock price increases from the date of grant.

The ~~target value of stock options and~~amount reported for restricted stock awarded in fiscal 2017 to each named executive officer remained substantially the same compared to the fiscal 2016 target value (although the valuation methodology of stock options for accounting purposes and reportingawards in the Summary Compensation Table ~~may yield a higher value).~~reflects the average of the high and low prices of FedEx common stock on the NYSE on the grant date.

Perquisites, Tax Payments, and Other ~~Annual Compensation.~~Compensation

FedEx’s named executive officers receive certain other annual compensation, including:

	Certain perquisites, such as personal use of corporate aircraft (though officers are required to reimburse FedEx for certain costs related to such usage), security services and equipment, tax return preparation and financial counseling services, umbrella insurance, physical examinations, travel privileges on certain airline partners, salary continuation benefits for short-term disability, and supplemental long-term disability benefits;
	Group term life insurance and 401(k) company-matching contributions; and
	Tax payments relating to restricted stock awards (as discussed above) and certain business-related use of corporate and commercial aircraft.

certain perquisites, such as personal use of corporate aircraft (though officers are required to reimburse FedEx for substantially all of the incremental cost to FedEx of such usage), security services and equipment, tax return preparation and financial counseling services, umbrella insurance, physical examinations, travel privileges on certain airline partners, salary continuation benefits for short-term disability and supplemental long-term disability benefits;

~~group term life insurance and 401(k) company-matching contributions; and~~

~~tax payments relating to restricted stock awards (as discussed above) and certain business-related use of corporate aircraft.~~

We provide this other compensation to enhance the competitiveness of our executive compensation program and to increase the productivity (corporate aircraft travel, professional assistance with tax return preparation, and financial planning), safety (security services and equipment), and health (annual physical examinations) of our executives so they can focus on producing superior financial returns for our ~~shareowners.~~stockholders. Our tax payments relating to restricted stock awards are a component of the total target value of the restricted stock grant. As a result, the total target value of the award is the same as it would be if there were no tax payments and there is no dilutive effect on our ~~shareowners’~~stockholders’ equity interest in FedEx. The Compensation & HR Committee reviews and approves each of these elements of compensation, and all of the independent directors approve each element as it relates to ~~Mr. Smith.~~our Executive Chairman and our President and Chief Executive Officer. The Committee also reviews and approves FedEx’s policies and procedures regarding perquisites and other personal benefits and tax payments, including:

	FedEx’s written policy setting forth guidelines and procedures regarding personal use of FedEx corporate aircraft; and
	FedEx’s executive security procedures.

~~FedEx’s written policy setting forth guidelines and procedures regarding personal use of FedEx corporate aircraft; and~~

~~FedEx’s executive security procedures.~~

FedEx’s executive security procedures, which prescribe the level of personal security to be provided to the Executive Chairman, ~~of the Board~~President and Chief Executive Officer, and other executive officers, are based on bona fide business-related security concerns and are an integral part of FedEx’s overall risk management and security program. These procedures have been assessed by an independent security consulting firm and deemed necessary and appropriate for the protection of the officers and their families given the history of direct security threats against FedEx executives and the likelihood of additional threats against the officers. The security services and equipment provided to FedEx executive officers may be viewed as conveying personal benefits to the executives and, as a result, their values must be reported in the Summary Compensation Table.

With respect to ~~Mr. Smith,~~our President and Chief Executive Officer, consistent with FedEx’s executive security procedures, the Board of Directors requires him to use FedEx corporate aircraft for all travel, including personal travel. Our Executive Chairman is not required to use FedEx corporate aircraft for all travel. In addition, FedEx provides certain physical and personal security services for ~~Mr. Smith,~~our Executive Chairman and President and Chief Executive Officer, includingon-site residential security at ~~his~~the Executive Chairman’s primary residence. The Board of Directors believes that ~~Mr. Smith’s~~the personal safety and security of Messrs. Smith and Subramaniam are of the utmost importance to FedEx and its ~~shareowners~~stockholders and, therefore, the costs associated with such security are appropriate and necessary business expenses.

The Compensation & HR Committee also reviews annually and approves promotional bonus amounts, which are paid in two installments over one year, upon an officer’s promotion as an executive officer or Chief Executive Officer.


382023 Proxy Statement		~~2017 Proxy Statement~~		59

~~EXECUTIVE COMPENSATION~~

Table of Contents

Executive Compensation – Compensation Discussion and Analysis

Post-Employment ~~Compensation.~~Compensation

While none of FedEx’s named executive officers has an employment agreement, they are entitled to receive certain payments and benefits upon termination of employment or a change of control of FedEx, including:

	Retirement benefits under FedEx’s 401(k) and pension plans, including a tax-qualified, defined contribution 401(k) retirement savings plan called the FedEx Corporation Retirement Savings Plan; a tax-qualified, defined benefit pension plan called the FedEx Corporation Employees’ Pension Plan; and a supplemental non-tax-qualified plan called the FedEx Corporation Retirement Parity Pension Plan — which is designed to provide to the executives the benefits that otherwise would be paid under the tax-qualified pension plan but for certain limits under U.S. tax laws;
	Accelerated vesting of restricted stock upon the executive’s retirement (at or after age 60), death, or permanent disability or a change of control of FedEx;
	Accelerated vesting of stock options upon the executive’s death or permanent disability or a change of control of FedEx;
	Lump sum cash payments and post-employment insurance coverage under their Management Retention Agreements with FedEx (the “MRAs”) upon a qualifying termination of the executive after a change of control of FedEx. The MRAs, as well as the accelerated vesting of equity awards upon a change of control of FedEx, are intended to secure the executives’ continued services in the event of any threat or occurrence of a change of control, which further aligns their interests with those of our stockholders when evaluating any such potential transaction;
	Partial payouts under applicable LTI plans based on the portion of the three-fiscal-year periods during which the executive was employed (following the executive’s retirement, death, or permanent disability); and
	A prorated payout under the applicable AIC plan based on the portion of the fiscal year during which the executive was employed (following the executive’s retirement, death, or permanent disability).

~~Retirement benefits under FedEx’s 401(k) and pension plans, including atax-qualified,~~ ~~defined contribution 401(k) retirement savings plan called the FedEx Corporation Retirement Savings Plan, atax-qualified,~~ ~~defined benefit pension plan called the FedEx Corporation Employees’ Pension Plan, and a supplementalnon-tax-qualified~~ ~~plan called the FedEx Corporation Retirement Parity Pension Plan — which is designed~~Pursuant to ~~provide to the executives the benefits that otherwise would be paid under thetax-qualified~~ ~~pension plan but for certain limits under United States tax laws;~~

~~Accelerated vesting of restricted stock upon the executive’s retirement (at or after age 60), death or permanent disability or a change of control of FedEx;~~

~~Accelerated vesting of stock options upon the executive’s death or permanent disability or a change of control of FedEx; and~~

Lump sum cash payments and post-employment insurance coverage under their Management Retention Agreements with FedEx (the “MRAs”) upon a qualifying termination of the executive after a change of control of FedEx. The MRAs, as well as the accelerated vesting of equity awards upon a change of control of FedEx, are intended to secure the executives’ continued services in the event of any threat or occurrence of a change of control, which further aligns their interests with those of our shareowners when evaluating any such potential transaction.

~~In addition, Mr. Glenn has entered into a consulting agreement with FedEx and Ms. Richards has entered into~~ a separation and release agreement between FedEx and Mr. Lenz, beginning August 1, 2023, Mr. Lenz is serving as a Senior Advisor reporting to FedEx’s President and Chief Executive Officer until December 31, 2023. See “Separation and Release Agreement with ~~FedEx, each in connection with his or her retirement. The terms of these agreements are described under the caption “Retirements of T.~~ Michael ~~Glenn and Christine P. Richards”~~C. Lenz” beginning on page ~~55.~~75. The amounts to be received by Mr. Lenz under the separation and release agreement comply with the limits set forth in our policy on limitation of severance benefits, which is described below.

The Compensation & HR Committee approves and recommends Board approval of all plans, agreements, and arrangements that provide for these payments and benefits.

Limitation on Severance Benefits

In June 2022, following engagement with our stockholders, the Board of Directors, upon the recommendation of the Compensation & HR Committee, adopted a policy that we will not pay or enter into any new agreement with an executive officer that provides for severance benefits in connection with the executive officer’s voluntary or involuntary termination (unless due to death or permanent disability or in connection with a change of control) in an amount that exceeds 2.99 times the sum of the executive officer’s base salary and target AIC payout for the year of termination (with the value of any unvested equity awards that accelerate on the applicable termination of employment event calculated according to Section 280G of the Internal Revenue Code ("Section 280G")), unless approved or ratified by stockholders. We also amended FedEx’s 2019 Omnibus Stock Incentive Plan, as amended (“2019 Plan”), to provide that if the value of any unvested equity awards that accelerate in connection with a change of control of FedEx triggers an excise tax under Section 4999 of the Internal Revenue Code, then the amount of the individual’s awards eligible to accelerate will be reduced, to the extent possible, to one dollar ($1) less than three times the individual’s Section 280G “base amount,” so as to avoid triggering the excise tax.

In the event of a change of control and qualifying termination, the MRAs limit the amounts payable to each executive officer under the MRA to the largest amount that would result in none of the MRA payments being subject to any excise tax. See “Potential Payments Upon Termination or Change of Control — Benefits Triggered by Change of Control or Termination after Change of Control — Management Retention Agreements” on page 74 for additional information.

Risks Arising from Compensation Policies and Practices

Management has conducted anin-depth risk assessment of FedEx’s compensation policies and practices and concluded they do not create risks that are reasonably likely to have a material adverse effect on the company. The Compensation & HR Committee has reviewed and concurred with management’s conclusion. The risk assessment process included, among other things, a review of (i) all key incentive compensation plans to ensure that they are aligned with ourpay-for-performance philosophy and include performance metrics that meet and support corporate goals and (ii) the overall compensation mix to ensure an appropriate balance between fixed and variable pay components and between short-term and long-term incentives. The objective of the process was to identify any compensation plans and practices that may encourage employees to take unnecessary risks that could threaten the company. No such plans or practices were identified.

Table of Contents

Executive Compensation – Summary Compensation Table

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code limits the income tax deduction by FedEx for compensation paid to the Chief Executive Officer, Chief Financial Officer, and the three other highest-paid executive officers ~~(other than the Chief Financial Officer)~~ to $1,000,000 per ~~year, unless~~year. Following the passage of the Tax Cuts and Jobs Act, beginning in fiscal 2019, FedEx is generally no longer able to take a deduction for any compensation ~~is “qualified~~paid to its current or former named executive officers in excess of $1 million, with the exception of specified performance-based ~~compensation” or qualifies under certain other exceptions.~~

~~Neither Mr. Smith’s nor Mr. Bronczek’s base salary is designed to meet~~awards outstanding on November 2, 2017. Effective for fiscal 2028, the ~~requirements~~American Rescue Plan Act of ~~Section 162(m) and, therefore, is~~2021 expanded the list of employees subject to the ~~$1,000,000 deductibility limit.~~

~~FedEx’s equity compensation plans satisfy~~deduction limit to include the requirements of Section 162(m) with respect to stock options, but not with respect to restricted stock awards. Accordingly, compensation recognized by the four highest-paid executive officers (excluding Mr. Graf) in connection with stock options is fully deductible, but compensation with respect to restricted stock awards is subject to the $1,000,000 deductibility limit.

FedEx’s AIC and LTI plans do not meet all of the conditions for qualification under Section 162(m). Compensation received by the four highest-paid executive officers (excluding Mr. Graf) under each of these plans is subject, therefore, to the $1,000,000 deductibility limit.

We do not require all of our compensation programs to be fully deductible under Section 162(m) because doing so would restrict our discretion and flexibility in designing competitive compensation programs to promote varying corporate goals. We believe that our Board of Directors should be free to make compensation decisions to further and promote the best interests of our shareowners, rather than to qualify for corporate tax deductions. In fiscal 2017, we incurred approximately $7.1 million of additional tax expense as a result of the Section 162(m) deductibility limit for compensation paid to Mr. Smith and the three other highest-paid executive officers (other than Mr. Graf).next five highest-compensated employees.


		~~2017 Proxy Statement~~		39

~~EXECUTIVE COMPENSATION~~

Summary Compensation Table

In this section, we provide certain tabular and narrative information regarding the compensation of our principal executive and financial officers ~~our three~~and the other ~~most highly compensated~~named executive officers ~~and T. Michael Glenn (who retired as FedEx’s Executive Vice President, Market Development and Corporate Communications on December 31, 2016)~~ for the fiscal year ended May 31, ~~2017,~~2023, and for each of the previous two fiscal ~~years.~~years (except as noted).

Name and Principal Position
Year Salary
($) Bonus
($)⁽¹⁾ Stock
Awards
($)⁽²⁾ Option
Awards
($)⁽²⁾ Non-Equity
Incentive Plan
Compensation
($)⁽³⁾ Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)⁽⁴⁾ All Other
Compensation
($)⁽⁵⁾
Total
($)

Frederick W. Smith
2017 1,311,688 0 0 6,564,913 7,215,948 — 513,048 15,605,597
Chairman and
Chief Executive Officer
(Principal Executive Officer)
2016 1,279,632 0 0 7,572,908 7,360,950 — 543,543 16,757,033
2015 1,266,960 0 0 8,243,126 981,723 2,942,549 372,817 13,807,175

Alan B. Graf, Jr.
2017 948,468 0 591,851 814,678 2,531,468 — 630,587 5,517,052
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
2016 920,840 0 623,829 914,898 2,409,351 — 600,087 5,469,005
2015 902,784 0 572,027 995,987 505,581 2,202,335 613,814 5,792,528

David J. Bronczek
2017 1,023,280 75,000 763,626 1,058,850 3,176,694 — 702,997 6,800,447
President and
Chief Operating Officer
2016 960,936 0 803,745 1,213,197 3,201,327 — 722,645 6,901,850
2015 942,096 0 737,104 1,320,316 598,561 2,992,979 654,050 7,245,106

Robert B. Carter
2017 801,564 0 591,851 814,678 2,312,023 785,840 592,757 5,898,713
Executive Vice President,
FedEx Information Services and Chief Information Officer
2016 778,216 0 623,829 914,898 2,277,809 562,045 588,897 5,745,694
2015 762,960 0 572,027 995,987 395,793 730,363 522,364 3,979,494

Christine P. Richards⁽⁶⁾
2017 728,756 50,000 591,851 814,678 2,350,670 — 503,360 5,039,315
Executive Vice President,
General Counsel and Secretary
2016 707,532 0 623,829 914,898 2,313,371 — 519,803 5,079,433
2015 660,624 0 572,027 995,987 342,705 1,588,508 479,261 4,639,112

T. Michael Glenn⁽⁷⁾
2017 507,148 0 591,851 814,678 ⁽⁸⁾ 1,945,048 — 1,534,396 5,393,121
Former
Executive Vice President,
Market Development and Corporate Communications
2016 850,028 0 623,829 914,898 ⁽⁸⁾ 2,339,297 186,648 640,209 5,554,909
2015 833,364 0 572,027 995,987 ⁽⁸⁾ 442,141 3,038,492 562,120 6,444,131

NAME AND PRINCIPAL POSITION⁽¹⁾	YEAR	SALARY ($)	BONUS ($)⁽²⁾	STOCK AWARDS ($)⁽³⁾	OPTION AWARDS ($)⁽³⁾	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)⁽⁴⁾	CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)⁽⁵⁾	ALL OTHER COMPENSATION ($)⁽⁶⁾	TOTAL ($)
Rajesh Subramaniam President and Chief Executive Officer (Principal Executive Officer)	2023	1,300,000	250,000	2,251,294	3,712,859	3,998,750	209,016	1,527,904	13,249,823
	2022	1,115,453	0	1,053,213	1,518,721	548,915	195,153	738,671	5,170,126
	2021	987,667	0	1,504,730	2,469,792	1,991,136	271,001	1,013,604	8,237,930
Michael C. Lenz Executive Vice President and Chief Financial Officer (Principal Financial Officer)	2023	864,167	0	970,190	1,499,884	1,885,125	136,117	686,770	6,042,253
	2022	747,788	0	892,653	1,155,096	322,057	184,314	634,765	3,936,673
	2021	633,334	100,000	987,438	947,897	1,083,000	63,514	693,204	4,508,387
Frederick W. Smith Executive Chairman and Chairman of the Board	2023	910,000	0	0	0	5,963,850	—	1,203,892	8,077,742
	2022	1,412,516	0	0	7,160,341	819,224	—	1,204,069	10,596,150
	2021	966,125	0	0	8,784,094	3,427,430	—	1,147,888	14,325,537
Robert B. Carter Executive Vice President, FedEx Information Services and Chief Information Officer	2023	935,552	0	908,915	1,197,782	1,885,125	—	750,625	5,677,999
	2022	911,281	0	690,849	888,214	364,148	—	597,740	3,452,232
	2021	887,573	0	987,438	947,897	1,565,678	—	766,206	5,154,792
Mark R. Allen⁽⁷⁾ Executive Vice President, General Counsel and Secretary	2023	745,254	0	908,915	1,197,782	1,885,125	—	649,101	5,386,177

⁽¹⁾	Effective June 1, 2022, Mr. Subramaniam became President and Chief Executive Officer and Mr. Smith transitioned to the role of Executive Chairman. Beginning August 1, 2023, Mr. Lenz serves as a Senior Advisor.
⁽²⁾	The amounts reported in this column reflect (a) a promotional bonus received by Mr. ~~Bronczek~~Subramaniam that was paid in fiscal 2023 and (b) a ~~special recognition award~~promotional bonus received by ~~Ms. Richards~~Mr. Lenz that was paid in fiscal ~~2017.~~ 2021.

~~(2)~~⁽³⁾

The amounts reported in these columns reflect the aggregate grant date fair value of restricted stock and option awards granted to the named executive officer during each fiscal year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. These amounts reflect our calculation of the value of these awards on the grant date and do not necessarily correspond to the actual value that may ultimately be realized by the officer.

The fair value of restricted stock awards is equal to the fair market value of FedEx’s common stock (the average of the high and low prices of the stock on the ~~New York Stock Exchange)~~NYSE) on the date of grant multiplied by the number of shares awarded.

For accounting purposes, we use the Black-Scholes option pricing model to calculate the grant date fair value of stock options. Assumptions used in the calculation of the amounts in the “Option Awards” column are included in note 10 to our audited consolidated financial statements for the fiscal year ended May 31, ~~2017,~~2023, included in our Annual Report onForm 10-K for fiscal ~~2017.~~2023. See the “Grants of Plan-Based Awards During Fiscal ~~2017”~~2023” table for information regarding restricted stock and option awards granted to the named executive officers during fiscal ~~2017.~~

2023.


402023 Proxy Statement		~~2017 Proxy Statement~~		61

~~EXECUTIVE COMPENSATION~~

Table of Contents

Executive Compensation – Summary Compensation Table

~~(3)~~⁽⁴⁾

Reflects cash payouts, if any, under FedEx’s fiscal ~~2017, 2016~~2023, 2022, and ~~2015 annual incentive compensation (“AIC”)~~2021 AIC plans and ~~FY15–FY17, FY14–FY16~~FY21–FY23, FY20–FY22, and ~~FY13–FY15 long-term incentive (“LTI”)~~FY19–FY21 LTI plans, as follows (for further discussion of the fiscal ~~2017~~2023 AIC plan and the ~~FY15–FY17~~FY21–FY23 LTI plan, see “— Compensation Discussion and Analysis — Compensation Elements and Fiscal ~~2017~~2023 Amounts — ~~Cash Payments Under Annual Incentive Compensation~~AIC Program” and “— ~~Cash Payments Under~~ LTI Program” above):

Name
   Year      AIC Payout
($)      LTI Payout
($)
Total Non-Equity
Incentive Plan
Compensation
($)

F.W. Smith
   2017      1,215,948      6,000,000      7,215,948
   2016      1,360,950      6,000,000      7,360,950
   2015      981,723      0      981,723
A.B. Graf, Jr.
   2017      731,468      1,800,000      2,531,468
   2016      609,351      1,800,000      2,409,351
   2015      505,581      0      505,581
D.J. Bronczek
   2017      926,694      2,250,000      3,176,694
   2016      951,327      2,250,000      3,201,327
   2015      598,561      0      598,561
R.B. Carter
   2017      512,023      1,800,000      2,312,023
   2016      477,809      1,800,000      2,277,809
   2015      395,793      0      395,793
C. P. Richards
   2017      550,670      1,800,000      2,350,670
   2016      513,371      1,800,000      2,313,371
   2015      342,705      0      342,705
T.M. Glenn *
   2017      395,068      1,549,980      1,945,048
   2016      539,297      1,800,000      2,339,297
   2015      442,141      0      442,141

NAME	YEAR	AIC PAYOUT ($)	LTI PAYOUT ($)	TOTAL NON-EQUITY INCENTIVE PLAN COMPENSATION ($)
R. Subramaniam	2023	0	3,998,750	3,998,750
	2022	548,915	0	548,915
	2021	1,991,136	0	1,991,136
M.C. Lenz	2023	0	1,885,125	1,885,125
	2022	322,057	0	322,057
	2021	1,083,000	0	1,083,000
F.W. Smith	2023	—	5,963,850	5,963,850
	2022	819,224	0	819,224
	2021	3,427,430	0	3,427,430
R.B. Carter	2023	0	1,885,125	1,885,125
	2022	364,148	0	364,148
	2021	1,565,678	0	1,565,678
M.R. Allen	2023	0	1,885,125	1,885,125

⁽⁵⁾

Mr. Glenn, who retired effective December 31, 2016, received payouts under each of the fiscal 2017 AIC and FY15–FY17 LTI plans based on the portion of the applicable period during which he was employed.

~~(4)~~

Reflects the actuarial increase in the present value of the named executive officer’s benefits under the Pension Plan and the Parity Plan (as each such term is defined under “— Fiscal ~~2017~~2023 Pension Benefits — Overview of Pension Plans”). The present value of the benefits under the Pension Plan and Parity Plan for Mr. Smith decreased as follows: (a) between fiscal ~~2016~~2023 and ~~2017 — $479,543; and~~2022— $1,315,534; (b) between fiscal ~~2015~~2022 and ~~2016~~2021 — ~~$784,178.~~$842,796; and (c) between fiscal 2021 and 2020 — $2,125,383. The present value of the benefits under the Pension Plan and Parity Plan for ~~Messrs Graf, Bronczek and Glenn and Ms. Richards~~Mr. Carter decreased as follows: (a) between fiscal ~~2016~~2023 and 2017 by $116,057, $165,154, $331,888 and $42,048, respectively (the amount for Mr. Glenn reflects the decrease in value of his pension plan benefits through December 31, 2016, the date of his retirement); and for Messrs. Graf and Bronczek and Ms. Richardsfiscal 2022 — $542,242; (b) between fiscal ~~2015~~2022 and ~~2016 by $97,207, $167,856~~fiscal 2021 —$278,544; and ~~$15,962, respectively.~~(c) between fiscal 2021 and fiscal 2020 —$1,083,742. The present value of the ~~pension~~ benefits under the Pension Plan and Parity Plan for ~~each named executive officer increased significantly in 2015 primarily due to a change in the assumed lump sum interest rate~~Mr. Allen decreased $167,185 between fiscal 2023 and ~~the mortality tables used for nonqualified pension benefits for financial reporting purposes.~~fiscal 2022. The amounts in the table and this footnote were determined using assumptions (e.g., for interest rates and mortality rates) consistent with those used in the audited consolidated financial statements included in our ~~annual report~~Annual Report on Form10-K for the fiscal year ended May 31, ~~2017.~~2023. See “— Fiscal ~~2017~~2023 Pension Benefits” below.

⁽⁶⁾

Includes:

	The aggregate incremental cost to FedEx of providing perquisites and other personal benefits;
	Group term life insurance premiums paid by FedEx;
	Company-matching contributions under FedEx’s tax-qualified, defined contribution 401(k) retirement savings plan called the FedEx Corporation Retirement Savings Plan; and
	Tax payments relating to restricted stock awards and certain business-related use of corporate and commercial aircraft. FedEx pays the taxes resulting from a restricted stock award on behalf of the recipient to prevent the need for the officer to sell a portion of a stock award to pay the corresponding tax obligation. While SEC disclosure rules require that these payments be included with tax reimbursement payments and reported as “other compensation” in the Summary Compensation Table, we do not believe these payments are “tax gross-ups” in the conventional sense, since their value is fully reflected in the number of shares ultimately delivered to recipients. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2023 Amounts — Long-Term Equity Incentives — Stock Options and Restricted Stock — Tax Payments for Restricted Stock Awards” above.

~~(5)~~

~~Includes:~~

~~the aggregate incremental cost to FedEx of providing perquisites and other personal benefits;~~

~~group term life insurance premiums paid by FedEx;~~

~~company-matching contributions under FedEx’stax-qualified,~~ ~~defined contribution 401(k) retirement savings plan called the FedEx Corporation Retirement Savings Plan (the “401(k) Plan”);~~

tax payments relating to restricted stock awards and certain business-related use of corporate aircraft. FedEx pays the taxes resulting from a restricted stock award on behalf of the recipient to prevent the need for the officer to sell a portion of a stock award to pay the corresponding tax obligation. While SEC disclosure rules require that these payments be included with tax reimbursement payments and reported as “other compensation” in the Summary Compensation Table, we do not believe these payments are “tax~~gross-ups”~~ in the traditional sense, since their value is fully reflected in the number of shares ultimately delivered to recipients. See “— Compensation Discussion and Analysis — Compensation Objectives and Design-Related Features — Restricted Stock Program” above; and

~~with respect to Mr. Glenn for fiscal 2017, amounts related to his retirement and compensation for services under his consulting agreement with FedEx, as discussed below.~~


		~~2017 Proxy Statement~~		41

~~EXECUTIVE COMPENSATION~~

The following table shows the amounts included for each such item:

Name
   Year    Perquisites
and Other
Personal
Benefits
($)^(a)    Life
Insurance
Premiums
($)    Company
Contributions
Under 401(k)
Plan
($)    Tax
Reimbursement
Payments
($)^(a)
Other
($) ^(b)

Total
($)

F.W. Smith
   2017    500,777    3,060    9,211    0    —    513,048
   2016    531,742    3,060    8,741    0    —    543,543
   2015    362,268    2,017    8,532    0    —    372,817
A.B. Graf, Jr.
   2017    169,003    3,060    9,300    449,224    —    630,587
   2016    114,058    3,060    9,473    473,496    —    600,087
   2015    167,477    3,060    9,100    434,177    —    613,814
D.J. Bronczek
   2017    113,294    3,060    7,040    579,603    —    702,997
   2016    100,321    3,060    9,210    610,054    —    722,645
   2015    82,167    3,060    9,350    559,473    —    654,050
R.B. Carter
   2017    127,473    3,060    9,206    453,018    —    592,757
   2016    100,792    3,060    9,307    475,738    —    588,897
   2015    72,547    3,060    9,251    437,506    —    522,364
C.P. Richards
   2017    41,752    3,060    9,324    449,224    —    503,360
   2016    33,157    3,060    9,005    474,581    —    519,803
   2015    32,674    3,060    9,350    434,177    —    479,261
T.M. Glenn
   2017    103,892    3,060    96    488,436    938,912    1,534,396
   2016    154,373    3,060    9,280    473,496    —    640,209
   2015    115,533    3,060    9,350    434,177    —    562,120

NAME	YEAR	PERQUISITES AND OTHER PERSONAL BENEFITS ($)^(a)	LIFE INSURANCE PREMIUMS ($)	COMPANY CONTRIBUTIONS UNDER 401(K) PLAN ($)	TAX REIMBURSEMENT PAYMENTS ($)^(a)	OTHER ($)	TOTAL ($)
R. Subramaniam	2023	50,793	2,445	7,458	1,467,208	0	1,527,904
	2022	39,497	2,035	10,921	686,218	0	738,671
	2021	23,960	2,289	10,082	977,273	0	1,013,604
M.C. Lenz	2023	34,368	2,566	12,199	637,637	0	686,770
	2022	38,528	2,289	10,675	583,273	0	634,765
	2021	36,106	2,227	14,216	640,655	0	693,204
F.W. Smith	2023	1,192,126	1,692	7,962	2,112	0	1,203,892
	2022	1,191,979	1,509	10,581	0	0	1,204,069
	2021	1,136,700	1,213	9,975	0	0	1,147,888

Table of Contents

Executive Compensation – Summary Compensation Table

NAME	YEAR	PERQUISITES AND OTHER PERSONAL BENEFITS ($)^(a)	LIFE INSURANCE PREMIUMS ($)	COMPANY CONTRIBUTIONS UNDER 401(K) PLAN ($)	TAX REIMBURSEMENT PAYMENTS ($)^(a)	OTHER ($)	TOTAL ($)
R.B. Carter	2023	143,186	2,566	8,253	596,620	0	750,625
	2022	135,066	2,289	10,572	449,813	0	597,740
	2021	110,996	2,289	9,924	642,997	0	766,206
M.R. Allen	2023	47,972	1,495	8,119	591,515	0	649,101

^(a)	See the following two tables for additional details regarding the amounts included in each item.

~~(b)~~

The amount for Mr. Glenn for fiscal 2017 is compensation for services rendered under the consulting agreement referred to in note 7 below, which is discussed further under the caption “Retirements of T. Michael Glenn and Christine P. Richards” beginning on page 55.

During fiscal ~~2017, 2016~~2023, 2022, and ~~2015,~~2021, unless otherwise noted below, FedEx provided the following perquisites and other personal benefits to the named executive officers:

•

Personal use of corporate aircraft:FedEx maintains a fleet of corporate aircraft that is used primarily for business travel by FedEx employees. FedEx has a written policy that sets forth guidelines and procedures regarding personal use of FedEx corporate aircraft. The policy requires officers to pay FedEx two times the cost of fuel for personal trips, plus applicable passenger ticket taxes and fees. These payments are intended to approximate the incremental cost to FedEx of personal corporate aircraft usage.

Mr. Smith is not required to pay FedEx for any travel on corporate aircraft by his family members or guests when they are accompanying him and he is on business travel. Mr. Smith is required to pay FedEx, however, for any personal travel by him and any personal travel by his family members or guests when they are accompanying him and he is on personal travel or when they are traveling without him.

Compensation is included in the table above for personal corporate aircraft travel (which for this purpose includes travel to attend a board or stockholder meeting of an outside company or organization for which the officer serves as a director or trustee) by a named executive officer and his or her family members and guests to the extent, if any, that the aggregate incremental cost to FedEx of all such travel exceeds the amount the officer paid FedEx for such travel. The incremental cost to FedEx of personal use of corporate aircraft is calculated based on the variable operating cost to FedEx, which includes the cost of fuel, aircraft maintenance, crew travel, landing fees, ramp fees and other smaller variable costs. Because FedEx corporate aircraft are used primarily for business travel, fixed costs that do not change based on usage, such as pilots’ salaries and purchase and lease costs, are excluded from this calculation.

In addition, when an aircraft is already flying to a destination for business purposes and the officers or their family members or guests ride along on the aircraft for personal travel, there is no additional variable operating cost to FedEx associated with the additional passengers, and thus no compensation is included in the table above for such personal travel. With the exception of Mr. Smith, the officer is still required to pay FedEx for such personal travel if persons on business travel occupy less than 50% of the total available seats on the aircraft. The amount of such payment is a pro rata portion (based on the total number of passengers) of the fuel cost for the flight, multiplied by two, plus applicable passenger ticket taxes and fees.

For tax purposes, income is imputed to each named executive officer for personal travel and “business-related” travel (travel by the officer’s spouse or adult guest who accompanies the officer on a business trip for the primary purpose of assisting the officer with the business purpose of the trip) for the excess, if any, of the Standard Industrial Fare Level (SIFL) value of all such flights during a calendar year over the aggregate fuel payments made by the officer during that calendar year. The Board of Directors and the FedEx executive security procedures require Mr. Smith to use FedEx corporate aircraft for all travel, including personal travel. Accordingly, FedEx reimburses Mr. Smith for taxes relating to any imputed income for his personal travel and the personal travel of his family members and guests when they are accompanying him (no such reimbursement payments have been made during the last three fiscal years). FedEx reimburses the other named executive officers for taxes relating to imputed income for business-related travel.

		Each of Mr. Smith and, beginning June 1, 2022, Mr. Subramaniam is not required to pay FedEx for any travel on corporate aircraft by his family members or guests when they are accompanying him on business travel. Each of them is, however, required to pay FedEx for any personal travel by him and any personal travel by his family members or guests when they are accompanying him and he is on personal travel or when they are traveling without him.
42	Compensation is included in the table above for personal corporate aircraft travel (which for this purpose includes travel to attend a board or stockholder meeting of an outside company or organization for which the officer serves as a director or trustee) by a named executive officer and his family members and guests to the extent, if any, that the aggregate incremental cost to FedEx of all such travel exceeds the amount the officer paid FedEx for such travel. The incremental cost to FedEx of personal use of corporate aircraft is calculated based on the variable operating cost to FedEx, which includes the cost of fuel, aircraft maintenance, crew travel, landing fees, ramp fees, and other smaller variable costs. Because FedEx corporate aircraft are used primarily for business travel, fixed costs that do not change based on usage, such as pilots’ salaries and purchase and lease costs, are excluded from this calculation.
	~~2017 Proxy Statement~~ In addition, when an aircraft is already flying to a destination for business purposes and the officers or their family members or guests ride along on the aircraft for personal travel, there is no additional variable operating cost to FedEx associated with the additional passengers, and thus no compensation is included in the table above for such personal travel. With the exception of Mr. Smith (and, beginning June 1, 2022, Mr. Subramaniam) the officer is still required to pay FedEx for such personal travel if persons on business travel occupy less than 50% of the total available seats on the aircraft. The amount of such payment is a pro rata portion (based on the total number of passengers) of the fuel cost for the flight, multiplied by two, plus applicable passenger ticket taxes and fees.
	For tax purposes, income is imputed to each named executive officer for personal travel and “business-related” travel (travel by the officer’s spouse or adult guest who accompanies the officer on a business trip for the primary purpose of assisting the officer with the business purpose of the trip) for the excess, if any, of the Standard Industrial Fare Level (SIFL) value of all such flights during a calendar year over the aggregate fuel payments made by the officer during that calendar year. The Board of Directors and the FedEx executive security procedures require our Chief Executive Officer to use FedEx corporate aircraft for all travel, including personal travel. Accordingly, during fiscal 2022 and fiscal 2021, FedEx reimbursed Mr. Smith, our Chief Executive Officer during fiscal 2022 and fiscal 2021, for taxes relating to any imputed income for his personal travel and the personal travel of his family members and guests when they were accompanying him (no such reimbursement payments were made during fiscal 2022 and fiscal 2021). As Executive Chairman, Mr. Smith is no longer required to use FedEx corporate aircraft for all travel. During fiscal 2023, Mr. Subramaniam, as Chief Executive Officer, was required to use FedEx aircraft for all air travel, including personal travel. Accordingly, during fiscal 2023, FedEx reimbursed Mr. Subramaniam, our Chief Executive Officer during fiscal 2023, for taxes relating to any imputed income for his personal travel and the personal travel of his family members and guests when they were accompanying him (no such reimbursement payments were made during fiscal 2023). FedEx reimburses each named executive officer for taxes relating to imputed income for business-related travel. For additional information regarding FedEx policies on the use of FedEx corporate aircraft, see “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2023 Amounts — Perquisites, Tax Payments, and Other Annual Compensation” above.

~~EXECUTIVE COMPENSATION~~

•

Security services and equipment:Pursuant to FedEx’s executive security procedures, the named executive officers are provided security services and equipment. To the extent the services and equipment are provided by third parties (e.g.,out-of-town transportation and other security-related expenses and home security system installation, maintenance, and monitoring), we have included in the table above the amounts paid by FedEx for such services and equipment. For Mr. Smith, these amounts totaled ~~$28,661, $34,938~~$184,739, $101,634, and ~~$38,484~~$67,550 for fiscal ~~2017, 2016~~2023, 2022, and ~~2015,~~2021, respectively. To the extent the security services are provided by FedEx employees, we have included amounts representing: (a) the number of hours of service provided to the officer by each such employee multiplied by (b) the total hourly compensation cost of the employee (including, among other things, pension and other benefit costs). For Mr. Smith, these amounts totaled ~~$240,374, $262,731~~$333,758, $329,107, and ~~$232,198~~$290,820 for fiscal ~~2017, 2016~~2023, 2022, and ~~2015,~~2021, respectively. For additional information regarding executive security services provided to Mr. Smith, see “— Compensation Discussion and Analysis — Compensation Elements and Fiscal ~~2017~~2023 Amounts — Perquisites, Tax Payments, and Other Annual Compensation” above.

•

Tax return preparation services:FedEx requires officers to have their income tax returns prepared by a qualified third party (other than our independent registered public accounting firm) and pays all reasonable and customary costs for such services.

•

Financial counseling services:FedEx reimburses officers for certain financial counseling services, subject to various caps.

•

Umbrella insurance premiums:FedEx pays umbrella insurance premiums on behalf of officers.

•

Physical examinations:FedEx pays for officers to have comprehensive annual physical examinations.

•

Travel ~~Privileges:~~privileges: FedEx provides certain executive officers and their spouses with travel privileges on certain airline partners. There is a smallper-trip ticketing fee incurred by FedEx in connection with these privileges.

FedEx reimburses an executive officer for taxes relating to imputed income for business-related travel.

•2023 Proxy Statement

Table of Contents

Executive Compensation – Summary Compensation Table

Supplemental ~~Disability Benefits:~~disability benefits: FedEx provides executive officers with salary continuation benefits for short-term disability (100% of base salary for 28 weeks) and supplemental long-term disability benefits. Both benefit programs are self-funded (i.e., no premiums are paid to a third-party insurer) and thus there is no incremental cost to FedEx to provide these benefit programs.

The following table shows the amounts ~~included in the table~~ (the aggregate incremental cost to FedEx) included in the perquisites and other personal benefits column in the table above for each such item:

Name
   Year    Personal
Use of
Corporate
Aircraft
($)^(a)    Security
Services and
Equipment
($)    Tax Return
Preparation
Services
($)    Financial
Counseling
Services
($)    Umbrella
Insurance
Premiums
($)    Other
($)^(b)
Total
($)

F.W. Smith
   2017    134,281    269,035    44,854    50,000    2,607    0    500,777
   2016    135,226    297,669    46,240    50,000    2,607    0    531,742
   2015    0    270,682    38,979    50,000    2,607    0    362,268
A.B. Graf, Jr.
   2017    133,916    11,441    8,891    12,148    2,607    0    169,003
   2016    76,748    11,242    9,212    14,249    2,607    0    114,058
   2015    71,990    71,055    10,514    11,311    2,607    0    167,477
D.J. Bronczek
   2017    55,114    11,483    14,200    29,578    2,607    312    113,294
   2016    71,754    25,696    0    0    2,607    264    100,321
   2015    23,255    9,814    14,200    32,051    2,607    240    82,167
R.B. Carter
   2017    20,221    86,806    3,250    14,445    2,607    144    127,473
   2016    25,836    57,442    2,850    12,033    2,607    24    100,792
   2015    0    38,836    2,850    28,182    2,607    72    72,547
C.P. Richards
   2017    0    27,949    4,550    6,646    2,607    0    41,752
   2016    0    27,175    3,375    0    2,607    0    33,157
   2015    0    26,092    3,975    0    2,607    0    32,674
T.M. Glenn
   2017    15,539    27,112    21,372    2,990    2,607    34,272    103,892
   2016    2,213    124,207    21,580    2,782    2,607    984    154,373
   2015    0    92,195    16,354    3,484    2,607    893    115,533

NAME	YEAR	PERSONAL USE OF CORPORATE AIRCRAFT ($)⁽^a⁾	SECURITY SERVICES AND EQUIPMENT ($)	TAX RETURN PREPARATION SERVICES ($)	FINANCIAL COUNSELING SERVICES ($)	UMBRELLA INSURANCE PREMIUMS ($)	OTHER ($)⁽^b⁾	TOTAL ($)
R. Subramaniam	2023	31,383	11,995	0	3,500	3,699	216	50,793
	2022	0	19,307	10,600	3,734	3,490	2,366	39,497
	2021	0	6,249	4,050	10,488	3,173	0	23,960
M.C. Lenz	2023	0	25,899	3,500	0	3,699	1,270	34,368
	2022	0	21,635	7,000	5,250	3,490	1,153	38,528
	2021	0	29,361	3,500	0	3,173	72	36,106
F.W. Smith	2023	577,120	518,497	42,810	50,000	3,699	0	1,192,126
	2022	630,202	463,740	44,547	50,000	3,490	0	1,191,979
	2021	684,865	358,370	40,292	50,000	3,173	0	1,136,700
R.B. Carter	2023	79,048	45,225	4,500	8,510	3,699	2,204	143,186
	2022	56,973	66,543	0	5,451	3,490	2,609	135,066
	2021	0	69,173	0	38,650	3,173	0	110,996
M.R. Allen	2023	0	39,366	1,500	3,407	3,699	0	47,972

^(a)	~~(a)~~	The amounts shown include the following amounts for use of corporate aircraft to attend board or stockholder meetings of outside companies or organizations for which the following named executive officers ~~serve~~served as directors for fiscal ~~2017:~~2023: Mr. ~~Graf~~Subramaniam — ~~$101,164,~~$31,383; and Mr. Carter — ~~$19,486 and Mr. Glenn — $7,923, and for fiscal 2016: Mr. Graf — $54,835.~~ $79,048.
^(b)	The ~~entire~~ amounts shown for Mr. Graf for fiscal 2015 and Mr. Carter for fiscal 2016, represent use of corporate aircraft to attend board or stockholder meetings of outside companies or organizations for which the officers serve as directors.

~~(b)~~

~~For fiscal 2017, 2016 and 2015, includes~~include physical examinations and/or ticketing fees for airline travel privileges. ~~The amount for Mr. Glenn for fiscal 2017 also includes $34,200 for a retirement gift.~~


		~~2017 Proxy Statement~~		43

~~EXECUTIVE COMPENSATION~~

The following table shows the tax payments relating to the items listed, which are included in the table:

Name
   Year    Restricted
Stock
($)    Business-
Related
Use of
Corporate
Aircraft
($)    Other
($)*
Total
($)

F.W. Smith
   2017    0    0    —    0
   2016    0    0    —    0
   2015    0    0    —    0
A.B. Graf, Jr.
   2017    449,224    0    —    449,224
   2016    473,496    0    —    473,496
   2015    434,177    0    —    434,177
D.J. Bronczek
   2017    579,603    0    —    579,603
   2016    610,054    0    —    610,054
   2015    559,473    0    —    559,473
R.B. Carter
   2017    449,224    3,794    —    453,018
   2016    473,496    2,242    —    475,738
   2015    434,177    3,329    —    437,506
C.P. Richards
   2017    449,224    0    —    449,224
   2016    473,496    1,085    —    474,581
   2015    434,177    0    —    434,177
T.M. Glenn
   2017    449,224    14,497    24,715    488,436
   2016    473,496    0    —    473,496
   2015    434,177    0    —    434,177

NAME	YEAR	RESTRICTED STOCK ($)	BUSINESS-RELATED USE OF CORPORATE AND COMMERCIAL AIRCRAFT ($)	OTHER* ($)	TOTAL ($)
R. Subramaniam	2023	1,460,650	6,558	0	1,467,208
	2022	683,329	2,889	0	686,218
	2021	976,276	997	0	977,273
M.C. Lenz	2023	629,464	8,173	0	637,637
	2022	579,157	4,116	0	583,273
	2021	640,655	0	0	640,655
F.W. Smith	2023	0	2,112	0	2,112
	2022	0	0	0	0
	2021	0	0	0	0
R.B. Carter	2023	589,708	6,912	0	596,620
	2022	448,226	1,587	0	449,813
	2021	640,655	2,342	0	642,997
M.R. Allen	2023	589,708	1,771	36	591,515

*	*These are tax reimbursement payments for expenses related to Mr. Allen’s prior overseas service on behalf of the company and related exclusively to tax preparation fees for prior overseas service, which fees are included in the tax return preparation services column in the preceding table.

⁽⁷⁾	~~The amount for~~ Mr. ~~Glenn~~Allen was not a named executive officer in fiscal 2021 or fiscal 2022. Accordingly, the table includes Mr. Allen’s compensation only for fiscal ~~2017 is the tax payment related to his retirement gift.~~ 2023.

~~(6)~~

Ms. Richards is retiring effective September 30, 2017. In connection with her retirement, Ms. Richards and FedEx entered into a separation and release agreement, which is discussed under the caption “Retirements of T. Michael Glenn and Christine P. Richards” beginning on page 55.

~~(7)~~

Mr. Glenn retired on December 31, 2016. In connection with Mr. Glenn’s retirement, he entered into a consulting agreement, which is discussed under the caption “Retirements of T. Michael Glenn and Christine P. Richards” beginning on page 55.

~~(8)~~

In connection with his retirement, Mr. Glenn forfeited an aggregate of 47,183 options that had not yet vested, including 19,385, 12,008 and 9,635 options that were granted in fiscal 2017, 2016 and 2015, respectively.


4464		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

Table of Contents

Executive Compensation –Grants of Plan-Based Awards During Fiscal ~~2017~~2023

Grants of Plan-Based Awards During Fiscal 2023

The following table sets forth information regarding grants of plan-based awards made to the named executive officers during the fiscal year ended May 31, ~~2017:~~2023:

Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards

All-Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

Exercise
or Base
Price of
Option
Awards
($/Sh) ⁽¹⁾

Closing
Price on
Grant
Date
($/Sh)

Grant
Date Fair
Value of
Stock and
Option
Awards
($)⁽²⁾

Name
Type of
Plan/Award Grant
Date Approval
Date Threshold
($) Target
($) Maximum
($)
F.W. Smith
Stock Option⁽³⁾ 06/06/2016 06/05/2016 156,210 162.82 163.27 6,564,913
FY17 AIC⁽⁴⁾ 918,182 1,836,363 3,672,726
FY17–FY19 LTI⁽⁵⁾ 1,150,000 4,600,000 6,900,000
A.B. Graf, Jr.
Restricted Stock⁽⁶⁾ 06/06/2016 06/05/2016 3,635 591,851
Stock Option⁽³⁾ 06/06/2016 06/05/2016 19,385 162.82 163.27 814,678
FY17 AIC⁽⁴⁾ 474,234 948,468 1,896,936
FY17–FY19 LTI⁽⁵⁾ 343,750 1,375,000 2,062,500
D.J. Bronczek
Restricted Stock⁽⁶⁾ 06/06/2016 06/05/2016 4,690 763,626
Stock Option⁽³⁾ 06/06/2016 06/05/2016 25,195 162.82 163.27 1,058,850
FY17 AIC⁽⁴⁾⁽⁷⁾ 581,138 1,162,275 2,324,550
FY17–FY19 LTI⁽⁵⁾⁽⁷⁾ 491,667 1,966,667 2,950,000
R.B. Carter
Restricted Stock⁽⁶⁾ 06/06/2016 06/05/2016 3,635 591,851
Stock Option⁽³⁾ 06/06/2016 06/05/2016 19,385 162.82 163.27 814,678
FY17 AIC⁽⁴⁾ 400,782 801,564 1,603,128
FY17–FY19 LTI⁽⁵⁾ 343,750 1,375,000 2,062,500
C.P. Richards
Restricted Stock⁽⁶⁾ 06/06/2016 06/05/2016 3,635 591,851
Stock Option⁽³⁾ 06/06/2016 06/05/2016 19,385 162.82 163.27 814,678
FY17 AIC⁽⁴⁾ 364,378 728,756 1,457,512
FY17–FY19 LTI⁽⁵⁾ 343,750 1,375,000 2,062,500
T.M. Glenn
Restricted Stock⁽⁶⁾⁽⁸⁾ 06/06/2016 06/05/2016 3,635 591,851
Stock Option⁽³⁾⁽⁹⁾ 06/06/2016 06/05/2016 19,385 162.82 163.27 814,678
FY17 AIC^(4)(10) 253,574 507,148 1,014,296
FY17–FY19 LTI^(5)(10) 66,836 267,346 401,019

				ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS			ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)	ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)	EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)⁽¹⁾	CLOSING PRICE ON GRANT DATE ($/SH)	GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)⁽²⁾
NAME	TYPE OF PLAN/AWARD	GRANT DATE	APPROVAL DATE	THRESHOLD ($)	TARGET ($)	MAXIMUM ($)			EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)⁽¹⁾	CLOSING PRICE ON GRANT DATE ($/SH)	GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)⁽²⁾
R. Subramaniam	Restricted Stock⁽³⁾	06/30/2022	06/12/2022				9,920				2,251,294
	Stock Option⁽⁴⁾	06/30/2022	06/12/2022					55,920	226.945	226.71	3,712,859
	FY23 AIC⁽⁵⁾			0	2,145,000	4,290,000
	FY23–FY25 LTI⁽⁶⁾			343,750	5,500,000	10,312,500
M.C. Lenz	Restricted Stock⁽³⁾	06/30/2022	06/12/2022				4,275				970,190
	Stock Option⁽⁴⁾	06/30/2022	06/12/2022					22,590	226.945	226.71	1,499,884
	FY23 AIC⁽⁵⁾			0	1,022,768	2,045,536
	FY23–FY25 LTI⁽⁶⁾			125,000	2,000,000	3,750,000
F.W. Smith⁽⁷⁾	FY23–FY25 LTI⁽⁶⁾			240,625	3,850,000	7,218,750
R.B. Carter	Restricted Stock⁽³⁾	06/30/2022	06/12/2022				4,005				908,915
	Stock Option⁽⁴⁾	06/30/2022	06/12/2022					18,040	226.945	226.71	1,197,782
	FY23 AIC⁽⁵⁾			0	1,122,662	2,245,324
	FY23–FY25 LTI⁽⁶⁾			109,375	1,750,000	3,281,250
M.R. Allen	Restricted Stock⁽³⁾	06/30/2022	06/12/2022				4,005				908,915
	Stock Option⁽⁴⁾	06/30/2022	06/12/2022					18,040	226.945	226.71	1,197,782
	FY23 AIC⁽⁵⁾			0	894,305	1,786,610
	FY23–FY25 LTI⁽⁶⁾			109,375	1,750,000	3,281,250

⁽¹⁾	The exercise price of the options is the fair market value of FedEx’s common stock (the average of the high and low prices of the stock on the ~~New York Stock Exchange)~~NYSE) on the grant date.

⁽²⁾	Represents the grant date fair value of each equity-based award, computed in accordance with FASB ASC Topic 718. See note 23 to the Summary Compensation Table for information regarding the assumptions used in the calculation of these amounts.

⁽³⁾

Shares of restricted stock awarded to the named executive officers generally vest ratably over four years beginning on the first anniversary of the grant date. Holders of restricted stock are entitled to vote such shares and receive any dividends paid on FedEx common stock. FedEx pays the taxes resulting from a restricted stock award on behalf of the recipient (these tax payments are included in the “All Other Compensation” column in the Summary Compensation Table). See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2023 Amounts — Long-Term Equity Incentives — Stock Options and Restricted Stock” for further discussion of restricted stock awards.

⁽⁴⁾

Stock options granted to the named executive officers generally vest ratably over four years beginning on the first anniversary of the grant date. The options may not be transferred in any manner other than by will or the laws of descent and distribution and may be exercised during the lifetime of the optionee only by the optionee. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal ~~2017~~2023 Amounts — Long-Term Equity Incentives — Stock Options and Restricted Stock” above for further discussion of stock option awards.

~~(4)~~⁽⁵⁾

In June ~~2016,~~2022, the Board of Directors, upon the recommendation of the Compensation & HR Committee, established this annual performance cash compensation plan, which provided a cash payment opportunity ~~to the named executive officers~~ at the conclusion of fiscal ~~2017.~~2023. Payment amounts were based upon the achievement of company ~~financial performance~~financial-performance goals for fiscal ~~2017.~~2023 and, for Messrs. Lenz, Carter, and Allen, the achievement of individual performance objectives. See “— Compensation Discussion and Analysis — Compensation Elements and ~~fiscal 2017~~Fiscal 2023 Amounts — ~~Cash Payments Under Annual Incentive Compensation~~AIC Program” above for further discussion of this ~~plan, including actual payment amounts.~~

plan.

~~(5)~~⁽⁶⁾

The Board of Directors, upon the recommendation of the Compensation & HR Committee, established this long-term performance cash compensation plan in June ~~2016.~~2022. The plan provides a long-term cash payment opportunity to the named executive officers at the conclusion of fiscal ~~2019~~2025 if FedEx achieves (a) an aggregate~~earnings-per-share~~ EPS goal established by the Board with respect to the three-fiscal-year period ~~2017~~2023 through ~~2019.~~2025 (50% of the total payout opportunity), (b) an aggregate CapEx/Revenue goal with respect to the three-fiscal-year period 2023 through 2025 (25% of the total payout opportunity, and (c) a relative TSR goal with respect to the three-fiscal-year period 2023 through 2025 (25% of the total payout opportunity). No amounts can be earned under the plan until ~~2019~~2025 because achievement of the~~earnings-per-share~~ ~~goal~~ EPS, CapEx/Revenue, and relative TSR goals can only be determined following the conclusion of the three-fiscal-year period. The estimated individual future payouts under the plan are set dollar amounts ranging from threshold (minimum) amounts if the~~earnings-per-share~~ ~~goal~~ EPS, CapEx/Revenue, and relative TSR goals achieved isare less than target, up to maximum amounts if the plan ~~goal is~~goals are substantially exceeded. There is no assurance that these estimated future payouts will be achieved. See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal ~~2017~~2023 Amounts — ~~Cash Payments Under~~ LTI Program” above for further discussion of this plan.


⁽⁷⁾	As Executive Chairman, Mr. Smith did not receive any equity awards and did not participate in the fiscal 2023 AIC plan.

2023 Proxy Statement

~~2017 Proxy Statement~~

4565

~~EXECUTIVE COMPENSATION~~

Table of Contents

~~(6)~~

Shares of restricted stock awarded to the named executive officers generally vest ratably over four years beginning on the first anniversary of the grant date. Holders of restricted shares are entitled to vote such shares and receive any dividends paid on FedEx common stock. FedEx pays the taxes resulting from a restricted stock award on behalf of the recipient (these tax payments are included in the “All Other Compensation” column in the Summary Compensation Table). See “— Compensation Discussion and Analysis — Compensation Elements and Fiscal 2017 Amounts — Long-Term Equity Incentives — Stock Options and Restricted Stock” above for further discussion of restricted stock awards.

~~(7)~~

Mr. Bronczek, who became President and COO of FedEx on February 1, 2017, received a prorated fiscal 2017 AIC payout based on the portions of the year that he served as President and CEO of FedEx Express and as President and COO of FedEx. Mr. Bronczek’s payout opportunity under the FY17–FY19 LTI plan will be prorated based on the applicable fiscal years during which he served as President and CEO of FedEx Express (fiscal 2017) and President and COO of FedEx (fiscal 2018 and 2019).

~~(8)~~

~~In accordance with the terms of FedEx’s 2010 Omnibus Stock Incentive Plan, the restrictions applicable to these shares lapsed upon Mr. Glenn’s retirement on December 31, 2016.~~

~~(9)~~

~~These options were forfeited upon Mr. Glenn’s retirement.~~

~~(10)~~

Mr. Glenn, who retired effective December 31, 2016, received a prorated fiscal 2017 AIC payout based on the portion of fiscal 2017 during which he was employed. Mr. Glenn is eligible for a payout under the FY17-FY19 LTI plan based on the portion of the applicable three-fiscal-year period during which he was employed.


46		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

Executive Compensation –Outstanding Equity Awards at End of Fiscal ~~2017~~2023

Outstanding Equity Awards at End of Fiscal 2023

The following table sets forth for each named executive officer certain information about unexercised stock options and unvested shares of restricted stock held at the end of the fiscal year ended May 31, ~~2017:~~2023:

   Option Awards    Stock Awards
   Number of Securities
Underlying
Unexercised
Options
(#)    Number of Securities
Underlying
Unexercised
Options
(#)
Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of Stock
That Have
Not Vested
(#)^(a)

Market Value of
Shares or Units of
Stock That Have
Not Vested
($)^(b)

Name
   Exercisable    Unexercisable^(a)
F.W. Smith
   204,150    — 90.8100    06/02/2018
   271,750    — 56.3100    06/08/2019
   195,500    — 78.1900    06/07/2020
   176,100    — 89.1050    06/06/2021
   198,675    — 85.2550    06/04/2022
   152,835    50,945 ⁽¹⁾ 96.8650    06/03/2023
   79,742    79,743 ⁽²⁾ 143.5450    06/09/2024
   33,130    99,390 ⁽³⁾ 180.8200    06/08/2025
   —    156,210 ⁽⁴⁾ 162.8200    06/06/2026
A.B. Graf, Jr.
   24,100    — 90.8100    06/02/2018
   34,580    — 56.3100    06/08/2019
   23,100    — 78.1900    06/07/2020
   21,480    — 89.1050    06/06/2021
   24,235    — 85.2550    06/04/2022
   18,465    6,155 ⁽⁵⁾ 96.8650    06/03/2023
   9,635    9,635 ⁽⁶⁾ 143.5450    06/09/2024
   4,002    12,008 ⁽⁷⁾ 180.8200    06/08/2025
   —    19,385 ⁽⁸⁾ 162.8200    06/06/2026
            9,646 ⁽⁹⁾ 1,869,781
D.J. Bronczek
   1,101    — 90.8100    06/02/2018
   46,555    — 56.3100    06/08/2019
   30,775    — 78.1900    06/07/2020
   28,450    — 89.1050    06/06/2021
   32,100    — 85.2550    06/04/2022
   24,480    8,160 ⁽¹⁰⁾ 96.8650    06/03/2023
   12,772    12,773 ⁽¹¹⁾ 143.5450    06/09/2024
   5,307    15,923 ⁽¹²⁾ 180.8200    06/08/2025
   —    25,195 ⁽¹³⁾ 162.8200    06/06/2026
            12,435 ⁽¹⁴⁾ 2,410,400
R.B. Carter
   24,100    — 90.8100    06/02/2018
   23,100    — 78.1900    06/07/2020
   21,480    — 89.1050    06/06/2021
   24,235    — 85.2550    06/04/2022
   18,465    6,155 ⁽¹⁵⁾ 96.8650    06/03/2023
   9,635    9,635 ⁽¹⁶⁾ 143.5450    06/09/2024
   4,002    12,008 ⁽¹⁷⁾ 180.8200    06/08/2025
   —    19,385 ⁽¹⁸⁾ 162.8200    06/06/2026
            9,646 ⁽¹⁹⁾ 1,869,781
C.P. Richards
   21,480    — 89.1050    06/06/2021
   18,465    6,155 ⁽²⁰⁾ 96.8650    06/03/2023
   9,635    9,635 ⁽²¹⁾ 143.5450    06/09/2024
   4,002    12,008 ⁽²²⁾ 180.8200    06/08/2025
   —    19,385 ⁽²³⁾ 162.8200    06/06/2026
            9,646 ⁽²⁴⁾ 1,869,781
T.M. Glenn
   9,635    — 143.5450    06/09/2024
   4,002    — 180.8200    06/08/2025

	OPTION AWARDS					STOCK AWARDS
	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#)	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#)		OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)^(a)		MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)^(b)
NAME	EXERCISABLE	UNEXERCISABLE^(a)		OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE
R. Subramaniam	13,425	—		143.5450	6/09/2024
	11,155	—		180.8200	6/08/2025
	13,225	—		162.8200	6/06/2026
	12,120	—		207.3050	6/12/2027
	9,185	—		261.7800	6/11/2028
	163	—		173.0200	1/28/2029
	34,177	11,393	⁽¹⁾	161.8500	6/10/2029
	37,800	37,800	⁽²⁾	130.9600	6/15/2030
	4,552	13,658	⁽³⁾	294.6050	6/14/2031
	—	55,920	⁽⁴⁾	226.9450	6/30/2032
						20,111	⁽⁵⁾	4,383,796
M.C. Lenz	5,745	—		143.5450	6/09/2024
	4,770	—		180.8200	6/08/2025
	5,655	—		162.8200	6/06/2026
	5,035	—		207.3050	6/12/2027
	3,820	—		261.7800	6/11/2028
	5,313	1,772	⁽⁶⁾	161.8500	6/10/2029
	14,507	14,508	⁽⁷⁾	130.9600	6/15/2030
	3,462	10,388	⁽⁸⁾	294.6050	6/14/2031
	—	22,590	⁽⁹⁾	226.9450	6/30/2032
						10,617	⁽¹⁰⁾	2,314,294
F.W. Smith	159,485	—		143.5450	6/09/2024
	132,520	—		180.8200	6/08/2025
	156,210	—		162.8200	6/06/2026
	139,080	—		207.3050	6/12/2027
	115,890			261.7800	6/11/2028
	161,160	53,720	⁽¹¹⁾	161.8500	6/10/2029
	134,440	134,440	⁽¹²⁾	130.9600	6/15/2030
	21,463	64,392	⁽¹³⁾	294.6050	6/14/2031

66
		~~2017 Proxy Statement~~		47

~~EXECUTIVE COMPENSATION~~

Table of Contents

Executive Compensation –Outstanding Equity Awards at End of Fiscal 2023

	OPTION AWARDS					STOCK AWARDS
	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#)	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#)		OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)^(a)		MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)^(b)
NAME	EXERCISABLE	UNEXERCISABLE^(a)		OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE
R.B. Carter	19,270	—		143.5450	6/09/2024
	16,010	—		180.8200	6/08/2025
	19,385	—		162.8200	6/06/2026
	17,260	—		207.3050	6/12/2027
	14,380	—		261.7800	6/11/2028
	19,991	6,664	⁽¹⁴⁾	161.8500	6/10/2029
	14,507	14,508	⁽¹⁵⁾	130.9600	6/15/2030
	2,662	7,988	⁽¹⁶⁾	294.6050	6/14/2031
	—	18,040	⁽¹⁷⁾	226.9450	6/30/2032
						10,692	⁽¹⁸⁾	2,330,642
M.R. Allen	4,645	—		180.8200	6/08/2025
	5,500	—		162.8200	6/06/2026
	4,900	—		207.3050	6/12/2027
	12,360	—		219.2600	9/25/2027
	14,380	—		261.7800	6/11/2028
	19,991	6,664	⁽¹⁹⁾	161.8500	6/10/2029
	14,507	14,508	⁽²⁰⁾	130.9600	6/15/2030
	2,662	7,988	⁽²¹⁾	294.6050	6/14/2031
	—	18,040	⁽²²⁾	226.9450	6/30/2032
						10,692	⁽²³⁾	2,330,642

^(a)	The following table sets forth the vesting dates of the options and restricted stock included in these columns:

      Date    Number          Date    Number
F.W. Smith
⁽¹⁾ 06/03/2017    50,945
A.B. Graf, Jr.
⁽⁵⁾ 06/03/2017    6,155
⁽²⁾ 06/09/2017    39,871    ⁽⁶⁾ 06/09/2017    4,817
06/09/2018    39,872    06/09/2018    4,818
⁽³⁾ 06/08/2017    33,130    ⁽⁷⁾ 06/08/2017    4,003
06/08/2018    33,130    06/08/2018    4,002
06/08/2019    33,130    06/08/2019    4,003
⁽⁴⁾ 06/06/2017    39,052    ⁽⁸⁾ 06/06/2017    4,846
06/06/2018    39,053    06/06/2018    4,846
06/06/2019    39,052    06/06/2019    4,846
06/06/2020    39,053    06/06/2020    4,847
      ⁽⁹⁾ 06/03/2017    1,430
      06/06/2017    908
      06/08/2017    863
      06/09/2017    996
      06/06/2018    909
      06/08/2018    862
      06/09/2018    997
      06/06/2019    909
      06/08/2019    863
      06/06/2020    909
D.J. Bronczek
⁽¹⁰⁾ 06/03/2017    8,160
R.B. Carter
⁽¹⁵⁾ 06/03/2017    6,155
⁽¹¹⁾ 06/09/2017    6,386    ⁽¹⁶⁾ 06/09/2017    4,817
06/09/2018    6,387    06/09/2018    4,818
⁽¹²⁾ 06/08/2017    5,308    ⁽¹⁷⁾ 06/08/2017    4,003
06/08/2018    5,307    06/08/2018    4,002
06/08/2019    5,308    06/08/2019    4,003
⁽¹³⁾ 06/06/2017    6,298    ⁽¹⁸⁾ 06/06/2017    4,846
06/06/2018    6,299    06/06/2018    4,846
06/06/2019    6,299    06/06/2019    4,846
06/06/2020    6,299    06/06/2020    4,847
⁽¹⁴⁾ 06/03/2017    1,843    ⁽¹⁹⁾ 06/03/2017    1,430
06/06/2017    1,172    06/06/2017    908
06/08/2017    1,111    06/08/2017    863
06/09/2017    1,284    06/09/2017    996
06/06/2018    1,173    06/06/2018    909
06/08/2018    1,111    06/08/2018    862
06/09/2018    1,284    06/09/2018    997
06/06/2019    1,172    06/06/2019    909
06/08/2019    1,112    06/08/2019    863
06/06/2020    1,173    06/06/2020    909


482023 Proxy Statement		~~2017 Proxy Statement~~		67

~~EXECUTIVE COMPENSATION~~

Table of Contents

Executive Compensation –Outstanding Equity Awards at End of Fiscal 2023

		DATE	NUMBER			DATE	NUMBER
R. Subramaniam	⁽¹⁾	6/10/2023	11,393	M.C. Lenz	⁽⁶⁾	6/10/2023	1,772
	⁽²⁾	6/15/2023	18,900		⁽⁷⁾	6/15/2023	7,254
		6/15/2024	18,900			6/15/2024	7,254
	⁽³⁾	6/14/2023	4,553		⁽⁸⁾	6/14/2023	3,463
		6/14/2024	4,552			6/14/2024	3,462
		6/14/2025	4,553			6/14/2025	3,463
	⁽⁴⁾	6/30/2023	13,980		⁽⁹⁾	6/30/2023	5,647
		6/30/2024	13,980			6/30/2024	5,648
		6/30/2025	13,980			6/30/2025	5,647
		6/30/2026	13,980			6/30/2026	5,648
	⁽⁵⁾	6/10/2023	1,764		⁽¹⁰⁾	6/10/2023	299
		6/14/2023	894			6/14/2023	758
		6/15/2023	2,872			6/15/2023	1,885
		6/30/2023	2,480			6/30/2023	1,068
		6/14/2024	894			6/14/2024	757
		6/15/2024	2,873			6/15/2024	1,885
		6/30/2024	2,480			6/30/2024	1,069
		6/14/2025	894			6/14/2025	758
		6/30/2025	2,480			6/30/2025	1,069
		6/30/2026	2,480			6/30/2026	1,069

		DATE	NUMBER			DATE	NUMBER
F.W. Smith	⁽¹¹⁾	6/10/2023	53,720	R.B. Carter	⁽¹⁴⁾	6/10/2023	6,664
	⁽¹²⁾	6/15/2024	67,220		⁽¹⁵⁾	6/15/2023	7,254
		6/15/2023	67,220			6/15/2024	7,254
	⁽¹³⁾	6/14/2023	21,464		⁽¹⁶⁾	6/14/2023	2,663
		6/14/2024	21,464			6/14/2024	2,662
		6/14/2025	21,464			6/14/2025	2,663
					⁽¹⁷⁾	6/30/2023	4,510
						6/30/2024	4,510
						6/30/2025	4,510
						6/30/2026	4,510
					⁽¹⁸⁾	6/10/2023	1,158
						6/14/2023	586
						6/15/2023	1,885
						6/30/2023	1,001
						6/14/2024	586
						6/15/2024	1,885
						6/30/2024	1,001
						6/14/2025	587
						6/30/2025	1,001
						6/30/2026	1,002

~~Date~~

~~Number~~

~~C.P. Richards~~

Table of Contents

Executive Compensation –Option Exercises and Stock Vested During Fiscal 2023

⁽²⁰⁾~~06/03/20176,155~~ ⁽²¹⁾~~06/09/20174,817~~

~~06/09/2018~~DATE

NUMBER

~~4,818~~ M.R. Allen

⁽¹⁹⁾

6/10/2023

6,664

⁽²⁰⁾

6/15/2023

7,254

6/15/2024

7,254

⁽²¹⁾

6/14/2023

2,663

6/14/2024

2,662

⁽²²⁾

~~06/08/2017~~

~~4,003~~

6/14/2025

2,663

⁽²²⁾

6/30/2023

4,510

6/30/2024

4,510

~~06/08/2018~~

~~4,002~~

6/30/2025

4,510

6/30/2026

4,510

⁽²³⁾

6/10/2023

~~06/08/2019~~1,158

~~4,003~~

6/14/2023

586

6/15/2023

1,885

⁽²³⁾

~~06/06/2017~~

~~4,846~~

6/30/2023

1,001

6/14/2024

586

~~06/06/2018~~

~~4,846~~

6/15/2024

1,885

6/30/2024

1,001

~~06/06/2019~~

~~4,846~~

6/14/2025

587

6/30/2025

1,001

~~06/06/2020~~

~~4,847~~

6/30/2026

1,002

⁽²⁴⁾

~~06/03/2017~~

~~1,430~~

~~06/06/2017~~

~~908~~

~~06/08/2017~~

~~863~~

~~06/09/2017~~

~~996~~

~~06/06/2018~~

~~909~~

~~06/08/2018~~

~~862~~

~~06/09/2018~~

~~997~~

~~06/06/2019~~

~~909~~

~~06/08/2019~~

~~863~~

~~06/06/2020~~

~~909~~

^(b)	Computed by multiplying the closing market price of FedEx’s common stock on May 31, ~~2017~~2023 (which was ~~$193.84)~~$217.98), by the number of shares.

Option Exercises and Stock Vested During Fiscal ~~2017~~2023

The following table sets forth for each named executive officer certain information about stock options that were exercised and restricted stock that vested during the fiscal year ended May 31, ~~2017:~~2023:

   Option Awards      Stock Awards
Name
   Number of
Shares
Acquired
on Exercise
(#)      Value
Realized
on Exercise
($)⁽¹⁾      Number of
Shares
Acquired
on Vesting
(#)      Value
Realized
on Vesting
($)⁽²⁾
F.W. Smith
   175,000      12,998,394      0      0
A.B. Graf, Jr.
   25,655      2,209,495      5,110      833,946
D.J. Bronczek
   57,698      4,784,875      6,582      1,074,178
R.B. Carter
   60,235      6,253,773      5,110      833,946
C.P. Richards
   80,080      7,353,603      5,110      833,946
T.M. Glenn⁽³⁾
   171,615      17,641,299      14,756      2,636,012

	OPTION AWARDS		STOCK AWARDS
NAME	NUMBER OF SHARES ACQUIRED ON EXERCISE (#)	VALUE REALIZED ON EXERCISE ($)⁽¹⁾	NUMBER OF SHARES ACQUIRED ON VESTING (#)	VALUE REALIZED ON VESTING ($)⁽²⁾
R. Subramaniam	18,523	2,354,319	6,113	1,369,770
M.C. Lenz	7,335	981,865	3,124	714,292
F.W. Smith	203,780	27,569,875	—	—
R.B. Carter	24,620	3,219,686	4,332	966,454
M.R. Allen	—	—	4,332	966,454

⁽¹⁾

If the shares were sold immediately upon exercise, the value realized on exercise of the option is the difference between the actual sales price and the exercise price of the option. Otherwise, the value realized is the difference between the fair market value of FedEx’s common stock (the average of the high and low prices of the stock on the ~~New York Stock Exchange)~~NYSE) on the date of exercise and the exercise price of the option.

⁽²⁾	Represents the fair market value of the shares on the vesting date.

~~(3)~~

~~In accordance with the terms of FedEx’s 2010 Omnibus Stock Incentive Plan, the restrictions applicable to 9,646 shares lapsed upon Mr. Glenn’s retirement on December 31, 2016.~~


2023 Proxy Statement		~~2017 Proxy Statement~~		4969

~~EXECUTIVE COMPENSATION~~

Table of Contents

Executive Compensation –Fiscal ~~2017~~2023 Pension Benefits

Fiscal 2023 Pension Benefits

The following table sets forth for each named executive officer the present value of accumulated benefits aton May 31, ~~2017,~~2023, under FedEx’s defined benefit pension plans. For information regarding benefits triggered by retirement under our stock option and restricted stock plans, see “— Potential Payments Upon Termination or Change of Control” below.

Name
   Plan Name    Number
of Years
Credited
Service
(#)    Present
Value of
Accumulated
Benefit
($)⁽¹⁾    Payments
During
Fiscal
2017
($)
F.W. Smith
   FedEx Corporation Employees’ Pension Plan    45    1,184,169    108,191 ⁽²⁾
   FedEx Corporation Retirement Parity Pension Plan    45    25,489,858    0
A.B. Graf, Jr.
   FedEx Corporation Employees’ Pension Plan    37    1,743,390    0
   FedEx Corporation Retirement Parity Pension Plan    37    13,772,358    0
D.J. Bronczek
   FedEx Corporation Employees’ Pension Plan    41    1,898,261    0
   FedEx Corporation Retirement Parity Pension Plan    41    17,782,141    0
R.B. Carter
   FedEx Corporation Employees’ Pension Plan    24    1,203,545    0
   FedEx Corporation Retirement Parity Pension Plan    24    6,834,685    0
C.P. Richards
   FedEx Corporation Employees’ Pension Plan    33    1,821,757    0
   FedEx Corporation Retirement Parity Pension Plan    33    7,139,155    0
T.M. Glenn
   FedEx Corporation Employees’ Pension Plan    36    1,646,552    279,480 ⁽³⁾
   FedEx Corporation Retirement Parity Pension Plan    36    13,163,757    0

NAME	PLAN NAME	NUMBER OF YEARS CREDITED SERVICE (#)	PRESENT VALUE OF ACCUMULATED BENEFIT ($)⁽¹⁾	PAYMENTS DURING FISCAL 2023 ($)
R. Subramaniam	FedEx Corporation Employees’ Pension Plan	32	1,339,642	—
	FedEx Corporation Retirement Parity Pension Plan	32	3,218,113	—
M.C. Lenz	FedEx Corporation Employees’ Pension Plan	14	282,401	—
	FedEx Corporation Retirement Parity Pension Plan	14	455,514	—
F.W. Smith	FedEx Corporation Employees’ Pension Plan	51	944,072	111,391	⁽²⁾
	FedEx Corporation Retirement Parity Pension Plan	51	22,427,256	—
R.B. Carter	FedEx Corporation Employees’ Pension Plan	30	1,311,941	—
	FedEx Corporation Retirement Parity Pension Plan	30	8,138,206	—
M.R. Allen	FedEx Corporation Employees’ Pension Plan	41	1,613,566	—
	FedEx Corporation Retirement Parity Pension Plan	41	2,522,413	—

⁽¹⁾

These amounts were determined using assumptions (e.g., for interest rates and mortality rates) consistent with those used in the audited consolidated financial statements included in our ~~annual report~~Annual Report on Form10-K for the fiscal year ended May 31, ~~2017.~~2023. The benefits are expressed as lump sum amounts, even though the benefits using the traditional pension benefit formula under the Pension Plan (as defined below) are generally not payable as a lump sum distribution (only ~~$1,000~~$5,000 or less may be distributed as a lump sum under the traditional pension benefit formula under the Pension Plan). The benefits using the Portable Pension Account formula (discussed below) under the Pension Plan may be paid as a lump sum.

The present value of the Pension Plan traditional pension benefit is equal to the single life annuity payable at the normal retirement date (age 60), or June 1, ~~2017,~~2023 if the officer is past normal retirement age, converted based on an interest rate of ~~4.081%~~5.197% and the ~~RP2014~~Club Vita 2021 US VitaCurves mortality ~~table~~tables with ~~the MP2016 generational~~MP-2021 mortality improvement scale, ~~(as adjusted for purposes of the Pension Plan and Parity Plan (as defined below))~~ discounted to May 31, ~~2017,~~2023 using an interest rate of ~~4.081%~~5.197%. The present value of the Parity Plan (as defined below) traditional pension benefit is equal to the single life annuity payable at the normal retirement age (age 60), or June 1, ~~2017,~~2023 if the officer is past normal retirement age, converted based on an interest rate of 3%3.68% for lump sums paid through May 31, ~~2018, 3.5% for lump sums paid between June 1, 2018 and May 31, 2019, and 4%~~2024, 3.49% for lump sums paid on and after June 1, ~~2019,~~2025, and the 1994 Group Annuity Reserving Table, ~~and~~ discounted to May 31, ~~2017,~~2023 using an interest rate of ~~4.081%~~5.197%. The present value of the Portable Pension Account ~~(discussed below)~~as of May 31, 2023 is equal to the officer’s account balance aton May 31, ~~2017,~~2023, projected to the normal retirement date, if applicable, based on an interest rate of ~~4% (compounded quarterly)~~1% quarterly and discounted to May 31, ~~2017,~~2023, using an interest rate of ~~4.081%~~5.197%.

⁽²⁾	In accordance with the terms of the Pension Plan, Mr. Smith was required to commence receiving his Pension Plan benefits during fiscal 2016.

~~(3)~~

~~Mr. Glenn retired on December 31, 2016, and began receiving payments under the Pension Plan during fiscal 2017.~~

Overview of Pension Plans

FedEx maintains atax-qualified, defined benefit pension plan called the FedEx Corporation Employees’ Pension Plan (the “Pension Plan”). For fiscal ~~2017,~~2023, the maximum compensation limit under atax-qualified pension plan was ~~$265,000.~~$290,000. The Internal Revenue Code also limits the maximum annual benefits that may be accrued under atax-qualified, defined benefit pension plan. In order to provide 100% of the benefits that would otherwise be denied to certain management-level participants in the Pension Plan due to these limitations, FedEx also maintains a supplemental,non-tax-qualified plan called the FedEx Corporation Retirement Parity Pension Plan (the “Parity Plan”). Benefits under the Parity Plan are general, unsecured obligations of FedEx.

Effective May 31, 2003, FedEx amended the Pension Plan and the Parity Plan to add a cash balance feature, which is called the Portable Pension Account. Eligible employees as of May 31, 2003 had the option to make aone-time election to accrue future pension benefits under either the cash balance formula or the traditional pension benefit formula. In either case, employees retained all benefits previously accrued under the traditional pension benefit formula and continued to receive the benefit of future compensation increases on benefits accrued as of May 31, 2003. Eligible employees hired after May 31, 2003 accrue benefits exclusively under the Portable Pension Account.


50		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

Beginning June 1, 2008, eligible employees who participate in the Pension Plan and the Parity Plan, including the named executive officers, accrue all future pension benefits under the Portable Pension Account. In addition, benefits previously accrued under the Pension Plan and the Parity Plan using the traditional pension benefit formula were capped as of May 31, 2008, and those benefits will be payable beginning at retirement. Effective June 1, 2008, each participant in the Pension Plan and the

Table of Contents

Executive Compensation –Fiscal 2023 Pension Benefits

Parity Plan who was age 40 or older on that date and who has an accrued traditional pension benefit will receive a transition compensation credit, as described in more detail below. Employees who elected in 2003 to accrue future benefits under the Portable Pension Account will continue to accrue benefits under that formula.

Effective January 1, 2020, FedEx amended and restated the Pension Plan to close the Pension Plan to employees hired on or after January 1, 2020. In the summer of 2021, eligible employees hired prior to January 1, 2020 were given a one-time option to (a) continue receiving pension compensation credits under the existing Portable Pension Account formula and remain in the FedEx Corporation Retirement Savings Plan (the “401(k) Plan”) with its existing matching company contribution of up to 3.5% of eligible earnings or (b) effective January 1, 2022, cease receiving compensation credits under the Pension Plan and move to a new 401(k) plan (the “New 401(k) Plan”) with a higher match (as described below). Employees hired on or after January 1, 2020 were automatically moved to the New 401(k) Plan effective January 1, 2022. The Parity Plan will continue to be open to all new officers and managing/staff directors, but the benefits provided under the plan will mirror the benefits provided by the Pension Plan and the 401(k) Plan.

The named executive officers also participate in the 401(k) Plan. The annual matching company contribution under the 401(k) Plan is a maximum of 3.5% of eligible earnings. Effective January 1, 2022, the annual matching contribution under the 401(k) Plan for employees hired on or after January 1, 2020 or eligible employees who choose the New 401(k) Plan option increased to a maximum of 8.0% of eligible earnings.

In order to provide 100% of the benefits that would otherwise be limited due to certain limitations imposed by United States tax laws, Parity Plan participants, including the named executive officers, receive additional Portable Pension Account compensation credits equal to 3.5% of any eligible earnings above the maximum compensation limit fortax-qualified ~~plans.~~ plans (or 8% after January 1, 2022 for eligible employees who elect to participate in the New 401(k) Plan or who were hired on or after January 1, 2020).

Normal retirement age for the majority of participants, including the named executive officers, under the Pension Plan and the Parity Plan is age 60. However, for benefits accrued after January 31, 2016, the normal retirement age is age 62. The traditional pension benefit under the Pension Plan for a participant who retires between the ages of 55 and 60 will be reduced by 3% for each year the participant receives his or her benefit prior to age 60.

Traditional Pension Benefit

Under the traditional pension benefit formula, the Pension Plan and the Parity Plan provide 2% of the average of the five calendar years (three calendar years for the Parity Plan) of highest earnings during employment multiplied by years of credited service for benefit accrual up to 25 years. Eligible compensation for the traditional pension benefit under the Pension Plan and the Parity Plan ~~for the named executive officers includes~~generally included salary and annual incentive compensation.

AEach named executive officer’s capped accrued traditional pension benefit was calculated using his ~~or her~~ years of credited service as of either May 31, 2003 or May 31, 2008, depending on whether he ~~or she~~ chose to accrue future benefits under the cash balance formula or the traditional pension benefit formula in 2003, and his ~~or her~~ eligible earnings history as of May 31, 2008.

Portable Pension Account

The benefit under the Portable Pension Account is expressed as a notional cash balance account. For each plan year in which a participant is credited with a year of service, compensation credits are added based on the participant’s age and years of service as of the end of the prior plan year and the participant’s eligible compensation for the prior calendar year based on the following table:


~~Age~~AGE + ~~Service on May~~SERVICE ON MAY 31	~~Compensation Credit~~		COMPENSATION CREDIT
Less than 55	5	5%	%
55 – 64	6	6%	%
65 – 74	7	7%	%
75 or over	8	8%	%

On May 31, ~~2016,~~2023, the sum of age plus years of service for the named executive officers was as follows: Mr. Subramaniam— 87; Mr. Lenz — 71; Mr. Smith — ~~115; Mr. Graf — 98; Mr. Bronczek — 101;~~127; Mr. Carter — ~~79; Ms. Richards — 93;~~91; and Mr. ~~Glenn~~Allen — ~~95.~~106. Eligible compensation under the Portable Pension Account feature ~~for the named executive officers~~ includes salary, ~~and~~ annual incentive ~~compensation. Messrs. Smith, Graf~~compensation, and ~~Bronczek elected the Portable Pension Account feature on June 1, 2003. Messrs. Glenn~~promotional and ~~Carter and Ms. Richards began accruing benefits under the Portable Pension Account on June 1, 2008.~~certain other bonuses (but does not include long-term incentive compensation).

2023 Proxy Statement

Table of Contents

Executive Compensation –Nonqualified Deferred Compensation

Transition compensation credits are an additional compensation credit percentage to be granted to participants in the Pension Plan and the Parity Plan who were age 40 or older on June 1, 2008, and who have an accrued benefit under the traditional pension benefit formula. For each plan year in which an eligible participant is credited with a year of service, transition compensation credits will be added based on the participant’s age and years of service as of the end of the prior plan year and the participant’s eligible compensation for the prior calendar year based on the following table:


~~Age~~AGE + ~~Service on May~~SERVICE ON MAY 31	Transition Compensation Credit *		TRANSITION COMPENSATION CREDIT*
Less than 55	2	2%	%
55 – 64	3	3%	%
65 – 74	4	4%	%
75 or over	5	5% %

* For years of credited service over 25, transition compensation credits are 2% per year.


		~~2017 Proxy Statement~~		51

~~EXECUTIVE COMPENSATION~~

An eligible participant will receive transition compensation credits for five years (through May 31, 2013) or until he or she has 25 years of credited service, whichever is longer. For participants with 25 or more years of service, transition compensation credits are 2% per year and ceased as of May 31, 2013. An eligible participant’s first transition compensation credit was added to his or her Portable Pension Account as of May 31, 2009.

Interest credits are added to a participant’s Portable Pension Account benefit as of the end of each fiscal quarter (August 31, November 30, February 28, and May 31) after a participant accrues his or her first compensation credit. The May 31 interest credit is added prior to the May 31 compensation credit or transition compensation credit (or additional compensation credit under the Parity Plan). Interest credits are based on the Portable Pension Account notional balance and a quarterly interest-crediting factor, which is equal to the greater of (a) 1/4 of theone-year Treasury constant maturities rate for April of the preceding plan year plus 0.25% and (b) 1% (1/4 of 4%). Interest credits will continue to be added until the last day of the month before plan benefits are distributed. The quarterly interest-crediting factor for each of the plan ~~year~~years ended May 31, ~~2016,~~2023, 2022, and 2021 was 1%. ~~The quarterly interest-crediting factor for the plan year ended May 31, 2017, was 1%.~~

Distribution

~~Lump Sum Distribution~~

Upon a participant’s retirement, the vested traditional pension benefit under the Pension Plan is payable as a monthly annuity. Upon a participant’s retirement or other termination of employment, an amount equal to the vested Portable Pension Account notional balance under the Pension Plan is payable to the participant in the form of a ~~lump sum~~lump-sum payment or an annuity.

All Parity Plan benefits are paid as a single ~~lump sum~~lump-sum distribution as follows:

	For the portion of the benefit accrued under the Portable Pension Account formula, the lump-sum benefit will be paid six months following the date of the participant’s termination of employment; and
	For the portion of the benefit accrued under the traditional pension benefit formula, the lump-sum benefit will be paid the later of the date the participant turns age 55 or six months following the date of the participant’s termination of employment.

Nonqualified Deferred Compensation

~~For~~Mr. Lenz was Vice President – Finance of FedEx Office and Print Services, Inc. (“FedEx Office”) from 2005 to 2010 and participated in the ~~portion~~FedEx Office Supplemental Executive Retirement Plan (“FedEx Office SERP”). Mr. Lenz has not made any contributions to the FedEx Office SERP since 2010 but accrues interest credits on balances in the plan.

NAME		EXECUTIVE CONTRIBUTIONS IN LAST FY ($)		REGISTRANT CONTRIBUTIONS IN LAST FY ($)		AGGREGATE EARNINGS IN LAST FY⁽¹⁾ ($)		PAYMENTS DURING FISCAL 2022 ($)		AGGREGATE BALANCE AT LAST FYE ($)
M.C. Lenz		—		—		828		—		42,918

⁽¹⁾	None of these earnings are included in the Summary Compensation Table.

Table of ~~the benefit accrued under the Portable Pension Account formula, the lump sum benefit will be paid six months following the date of the participant’s termination of employment; and~~

For the portion of the benefit accrued under the traditional pension benefit formula, the lump sum benefit will be paid the later of the date the participant turns age 55 or six months following the date of the participant’s termination of employment.

Contents

Executive Compensation –Potential Payments Upon Termination or Change of Control

Potential Payments Upon Termination or Change of Control

This section provides information regarding payments and benefits to the named executive officers that would be triggered by termination of the officer’s employment (including resignation or voluntary termination; severance or involuntary termination; and retirement) or a change of control of FedEx.

Benefits Triggered by Voluntary or Involuntary Separation

Each of the named executive officers ~~other than Mr. Glenn who retired on December 31, 2016,~~ is anat-will employee and, as such, does not have an employment contract. In addition, if the officer’s employment terminates for any reason other than ~~retirement,~~ death or permanent disability, any unvested stock options are automatically ~~terminated and~~terminated. If the officer’s employment terminates for any reason other than retirement, death, or permanent disability, any unvested shares of restricted stock are automatically forfeited. Accordingly, there are no payments or benefits that are triggered by any termination event (including resignation and severance) other than retirement, death, or permanent disability, or in connection with a change of control of FedEx.

Under our policy on limitation of severance benefits, we will not pay or enter into any new agreement with an executive officer that provides for severance benefits in connection with the executive officer’s voluntary or involuntary termination (unless due to death or permanent disability or in connection with a change of control) in an amount that exceeds 2.99 times the sum of the executive officer’s base salary and target AIC payout for the year of termination (with the value of any unvested equity awards that accelerate on the applicable termination of employment event calculated according to Section 280G) unless approved or ratified by stockholders. We also amended our 2019 Plan to provide that if the value of any unvested equity awards that accelerate in connection with a change of control of FedEx triggers an excise tax under Section 4999 of the Internal Revenue Code, then the amount of the individual’s awards eligible to accelerate will be reduced, to the extent possible, to one dollar ($1) less than three times the individual’s Section 280G “base amount.” See “Compensation Discussion and Analysis — Post-Employment Compensation — Limitation on Severance Benefits.”

Benefits Triggered by Retirement, Death, or Permanent Disability ~~— Stock Option and Restricted Stock Plans~~

Retirement

~~Retirement.~~When an employee retires:

	If retirement occurs at or after age 60, all restrictions applicable to the restricted stock held by the employee lapse on the date of retirement;
	If retirement occurs at or after age 55, but before age 60, the restrictions applicable to restricted stock held by the employee continue until the earlier of the specified expiration of the restriction period, the employee’s permanent disability, or the employee’s death; and
	All of the employee’s unvested stock options terminate.

~~if retirement occurs at or after age 60, all restrictions applicable to the restricted shares held by the employee lapse on the date of retirement;~~

if retirement occurs at or after age 55, but before age 60, the restrictions applicable to restricted shares held by the employee continue until the earlier of the specified expiration of the restriction period, the employee’s permanent disability or the employee’s death; and

~~all of the employee’s unvested stock options terminate.~~

For information regarding retirement benefits under our pension plans, see “— Fiscal ~~2017~~2023 Pension Benefits” above.


52		~~2017 Proxy Statement~~

~~EXECUTIVE COMPENSATION~~

Death or Permanent ~~Disability.~~Disability

When an employee dies or becomes permanently disabled:

all restrictions applicable to the ~~restricted shares held by the employee immediately lapse; and~~
~~all of the employee’s unvested stock options immediately vest.~~
The following table quantifies for each named executive officer (other than Mr. Glenn) the value of his or her unvested restricted shares and stock options, the vesting of which would be accelerated upon death or permanent disability (assuming the officer died or became permanently disabled on May 31, 2017):
~~Benefits Triggered by Death or Permanent Disability~~

Name
   Value of
Unvested
Restricted
Shares
($)⁽¹⁾    Value of
Unvested
Stock Options
($)⁽²⁾    Total
  ($)
F.W. Smith
   0    15,090,758    15,090,758
A.B. Graf, Jr.
   1,869,781    1,839,140    3,708,921
D.J. Bronczek
   2,410,400    2,422,600    4,833,000
R.B. Carter
   1,869,781    1,839,140    3,708,921
C.P. Richards
   1,869,781    1,839,140    3,708,921
~~(1)~~
~~Computed by multiplying the closing market price per share of FedEx’s common stock on May 31, 2017 (which was $193.84) by the number of unvested shares of~~ restricted stock held by the ~~officer as~~employee immediately lapse; and
all of ~~May 31, 2017.~~
the employee’s unvested stock options immediately vest.
~~(2)~~
Represents the difference between the closing market price per share of FedEx’s common stock on May 31, 2017 (which was $193.84) and the exercise price of each unvested option (if the exercise price of the option was less than such market price) held by the officer as of May 31, 2017.
In addition, FedEx provides each named executive officer with:
$1,500,000 of group term life insurance coverage;
$500,000 of business travel accident insurance coverage for death or certain injuries suffered as a result of an accident while traveling on company business; and
A supplemental long-term disability program, with a monthly benefit equal to 60% of the officer’s basic monthly earnings (provided the officer continues to meet the definition of disability, these benefits generally continue until age 65).

2023 Proxy Statement 73

Table of Contents
~~$1,500,000~~Executive Compensation –Potential Payments Upon Termination or Change of ~~group term life insurance coverage;~~
~~$500,000 of business travel accident insurance coverage for death or certain injuries suffered as a result of an accident while traveling on company business; and~~
A supplemental long-term disability program, with a monthly benefit equal to 60% of the officer’s basic monthly earnings (provided the officer continues to meet the definition of disability, these benefits generally continue until age 65).
Control
Benefits Triggered by Change of Control or Termination after Change of Control —
Stock Option and Restricted Stock Plans ~~and Management Retention Agreements~~
~~Stock Option and Restricted Stock Plans.~~~~Our~~Each of our 2010 Omnibus Stock Incentive Plan, as amended, and our 2019 Plan (together, the “Stock Incentive Plans”) provides that, in the event of a ~~change~~“change of ~~control~~control” (as defined in the ~~plan)~~Stock Incentive Plans), each holder of an unexpired option has the right to exercise such option without regard to the date such option would first be exercisable. The ~~plan~~Stock Incentive Plans also ~~provides~~provide that, in the event of a ~~change~~“change of control, ~~(as defined in the plan),~~” depending on the change of control event, either (i) the restricted ~~shares~~stock will be canceled and FedEx ~~shall~~will make a cash payment to each holder in an amount equal to the product of the highest price per share received by the holders of FedEx’s common stock in connection with the change of control multiplied by the number of shares of restricted ~~shares~~stock held or (ii) the restrictions applicable to any such shares will immediately lapse.
Under ~~FedEx’s 2010 Omnibus~~the Stock Incentive ~~Plan,~~Plans, our Compensation & HR Committee may exercise its discretion to provide for a treatment different than described above with respect to any particular stock option or restricted stock award, as set forth in the related award agreement. To date, such discretion has not been exercised.
~~2017 Proxy Statement~~     53
~~EXECUTIVE COMPENSATION~~
~~The following table quantifies for each named executive officer (other than Mr. Glenn)~~Our 2019 Plan provides that, if the value of ~~his or her~~any award holder’s unvested ~~restricted shares and stock options, the vesting of which would be accelerated upon~~awards that accelerate in connection with a change of control ~~(assuming that~~would give rise to adverse tax consequences under Section 4999 of the ~~change~~Internal Revenue Code, then the amount of ~~control occurred on May 31, 2017, and that~~ the ~~highest price per share received by FedEx’s stockholders~~holder’s awards eligible to accelerate will automatically be reduced, to the extent possible, to one dollar ($1) less than the three times the participant’s “base amount” (as defined in ~~connection with the change of control was the closing market price on May 31, 2017, which was $193.84):~~Section 280G).
~~Benefits Triggered by Change of Control~~⁽¹⁾

Name
   Value of
Unvested
Restricted
Shares
($)⁽²⁾    Value of
Unvested
Stock Options
($)⁽³⁾
Total
($)

F.W. Smith
   0    15,090,758    15,090,758
A.B. Graf, Jr.
   1,869,781    1,839,140    3,708,921
D.J. Bronczek
   2,410,400    2,422,600    4,833,000
R.B. Carter
   1,869,781    1,839,140    3,708,921
C.P. Richards
   1,869,781    1,839,140    3,708,921
~~(1)~~
~~As discussed below, the officer is also entitled under his or her MRA (as defined below) to atwo-year~~ ~~employment agreement upon a change of control and certain guaranteed compensation and benefits during the term of thetwo-year~~ ~~employment period.~~
~~(2)~~
Computed by multiplying the closing market price per share of FedEx’s common stock on May 31, 2017 (which was $193.84) by the number of unvested shares of restricted stock held by the officer as of May 31, 2017.
~~(3)~~
Represents the difference between the closing market price per share of FedEx’s common stock on May 31, 2017 (which was $193.84) and the exercise price of each unvested option (if the exercise price of the option was less than such market price) held by the officer as of May 31, 2017.
Management Retention ~~Agreements.~~Agreements
FedEx has entered into ~~Management Retention Agreements (“MRAs”)~~MRAs with each of its executive officers, including the named executive ~~officers (other than Mr. Glenn, who has retired).~~officers. The purpose of the MRAs is to secure the executives’ continued services in the event of any threat or occurrence of a change of control (as defined in the MRAs; such term has the same meaning as used in FedEx’s equity compensation plans). The terms and conditions of the MRAs with the named executive officers are summarized below.
~~Term.~~Term
Each MRA renews annually for consecutiveone-year terms, unless FedEx gives at least thirty days’, but not more than ninety days’, prior notice that the agreement will not be extended. Thenon-extension notice may not be given at any time when the Board of Directors has knowledge that any person has taken steps reasonably calculated to effect a change of control of FedEx.
Employment ~~Period.~~Period
Upon a change of control, ~~the~~each MRA immediately establishes atwo-year employment agreement with the executive officer. During the employment period, the officer’s position (including status, offices, titles, and reporting relationships), authority, duties, and responsibilities may not be materially diminished.
~~Compensation.~~Compensation
During thetwo-year employment period, the executive officer receives base salary (no less than his or her highest base salary over the twelve-month period prior to the change of control) and is guaranteed the same annual incentive compensation opportunities as in effect during the90-day period immediately prior to the change of control. The executive officer also receives incentive compensation (including long-term performance bonus) and retirement plan benefits, expense reimbursement, fringe benefits, office and staff support, welfare plan benefits, and vacation benefits. These benefits must be no less than the benefits the officer had during the90-day period immediately prior to the change of control.
~~Termination.~~~~The~~Termination
Each MRA terminates immediately upon the executive officer’s death, voluntary termination, or retirement. FedEx may terminate the MRA for disability, as determined in accordance with the procedures under FedEx’s long-term disability benefits plan. Once disability is established, he or she receives 180 days’ prior notice of termination.
During the employment period, FedEx also may terminate the officer’s employment for “cause” (which includes any act of dishonesty by the officer intended to result in substantial personal enrichment, the conviction of the officer of a felony, and certain material violations by the officer of his or her obligations under the MRA).
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Executive Compensation –Potential Payments Upon Termination or Change of Control
Benefits for Qualifying ~~Termination.~~Termination
A “qualifying termination” is a termination of the executive’s employment by FedEx other than for cause, disability, or death or by the officer for “good reason” (principally relating to a material diminution in the officer’s authority, duties, or responsibilities or a material failure by FedEx to compensate the officer as provided in the MRA).
In the event of a qualifying termination, the executive officer will receive a ~~lump sum~~lump-sum cash payment equal to two times his or her base salary (the highest annual rate in effect during the twelve-month period prior to the date of termination)plus two times target annual incentive compensation. The payments
54
    ~~2017 Proxy Statement~~
~~EXECUTIVE COMPENSATION~~
will be made to the officer on the date that is six months after his or her date of termination (or, if earlier than the end of suchsix-month period, within 30 days following the date of the executive’s death). In addition, the executive officer will receive 18 months of continued coverage of medical, dental, and vision benefits.
An executive officer’s benefits under the MRA will be reduced to the largest amount that would result in none of the MRA payments being subject to any excise tax. If the Internal Revenue Service otherwise determines that any MRA benefits are subject to excise taxes, the executive officer is required to repay FedEx the minimum amount necessary so that no excise taxes are payable.
In exchange for these benefits, the executive officer has agreed that, for theone-year period following his or her termination, he or she will not own, manage, operate, control, or be employed by any enterprise that competes with FedEx or any of its affiliates.
Separation and Release Agreement with Michael C. Lenz
~~The following table quantifies for each named executive officer (other than~~Pursuant to a separation and release agreement (the “agreement”) between the Company and Mr. Glenn) the payments and benefits under his or her MRA triggered by a qualifying termination of the officer immediately following a change of control (assuming that the change of control and qualifying termination occurred on MayLenz, effective July 31, 2017, and that the highest price per share received by FedEx’s stockholders in connection with the change of control was the closing market price of FedEx’s common stock on May 31, 2017, which was $193.84):
~~Payments and Benefits Triggered by Qualifying Termination after Change of Control~~

Name
   Lump Sum Cash
Payment —
2x Base Salary and
2x Target Annual
Bonus
($)    Health Benefits
($)
Total
($)

F.W. Smith
   6,321,822    61,376    6,383,198
A.B. Graf, Jr.
   3,812,472    42,065    3,854,537
D.J. Bronczek
   4,524,582    41,637    4,566,219
R.B. Carter
   3,221,976    33,853    3,255,829
C.P. Richards
   2,929,312    39,137    2,968,449
~~Retirements of T. Michael Glenn and Christine P. Richards~~
~~T. Michael Glenn~~.2023, Mr. ~~Glenn retired~~Lenz is no longer employed as FedEx’s Executive Vice President ~~— Market Development & Corporate Communications, effective December 31, 2016, after having led~~and Chief Financial Officer. Beginning August 1, 2023, Mr. Lenz is now serving as a Senior Advisor reporting to FedEx’s President and Chief Executive Officer until his separation from the company’s marketing, sales, customer service and communications groups for over twenty years. Following his retirement, Mr. Glenn’s responsibilities were divided between two new executive officers. In order to continue benefiting from Mr. Glenn’s strategic marketing and communications expertise during a period of transition following his retirement, on December 21, 2016, FedEx entered into a consulting agreement with Mr. Glenn. The key terms of this agreement are summarized below.
~~Term.~~~~The term of the agreement begins on January 1, 2017 and ends~~company on December 31, ~~2021. The agreement may be terminated earlier by either party upon 90 days’ prior written notice.~~2023 (the “separation date”).
~~Services Provided.~~Mr. ~~Glenn will provide strategic marketing~~Lenz and ~~communications advice as determined by, and upon~~ the ~~request of, FedEx’s Chairman and Chief Executive Officer. Mr. Glenn’s services will be limited to no more than 30 hours per month.~~
~~Payment for Services.~~ ~~On January 31, 2017, Mr. Glenn received a payment of $884,112. In addition, on the last day of each calendar quarter during the term of~~Company entered into the agreement ~~beginning~~ on ~~March 31, 2017,~~June 19, 2023. Mr. ~~Glenn will receive a payment of $54,800. During the term of the agreement, FedEx will also provide Mr. Glenn:~~
~~Reasonable administrative assistance in connection with his performance of consulting services;~~
~~Reimbursement for any required travel expenses on terms consistent with FedEx’s expense reimbursement policies and procedures;~~
~~Computer and communications equipment, systems and support on a basis similar to that provided to FedEx executive management;~~
~~Access to FedEx email on a basis consistent with that afforded to FedEx executive management; and~~
~~Home security monitoring services on a basis comparable to such services provided to Mr. Glenn at the time of the agreement and to those provided to FedEx executive management.~~
~~2017 Proxy Statement~~     55
~~EXECUTIVE COMPENSATION~~
FedEx agreed to reimburse Mr. Glenn for the costs of preparing and filing his 2016 income tax returns in accordance with FedEx’s generally applicable policies for reimbursing officers for such costs, provided that Mr. Glenn submit such request for reimbursement in writing no later than August 31, 2017. In addition, Mr. Glenn will be reimbursed for reasonable and necessary~~out-of-pocket~~ ~~expenses incurred in the performance of his consulting services on a basis consistent with that of FedEx executive management.~~
~~Non-Compete~~ ~~Agreement~~~~.During the term of the agreement, Mr. Glenn has~~Lenz agreed that for two years following the separation date, he will not engage as a principal, employee, agent, consultant, or independent contractor for, or act in any other capacity with, ~~the United States Postal Service,~~ United Parcel Service, Inc., DHL, the U.S. Postal Service, or Amazon.com, ~~or DHL, except with the prior written consent~~Inc. In consideration for Mr. Lenz’s agreement not to compete as part of ~~FedEx.~~
~~Christine P. Richards~~.~~On July 20, 2017,~~his separation from FedEx, announced that Ms. Richards will retire as Executive Vice President, General Counsel and Secretary effective September 30, 2017. On July 19, 2017, Ms. Richards and FedEx entered into a separation and release agreement. The key terms of this agreement are summarized below.
~~Separation Date.~~Ms. Richards will retire from her position as an employee of FedEx on September 30, 2017 (the “separation date”). Ms. Richards will continue to perform her duties as Executive Vice President, General Counsel and Secretary of FedEx until the separation date.
~~Separation Payments and Benefits.~~ ~~On or before October 31, 2017, Ms. Richards~~Mr. Lenz will receive a cash payment of ~~$753,900. FedEx will also provide Ms. Richards home security monitoring services through December 31, 2017.~~$1,379,480. In addition, FedEx has agreed to reimburse ~~Ms. Richards~~Mr. Lenz for the costs of preparing and filing ~~her 2017~~his 2023 income tax returns in accordance with FedEx’s generally applicable policies for reimbursing officers for such costs, provided that ~~Ms. Richards~~Mr. Lenz submits such request for reimbursement in writing no later than May 31, ~~2018.~~
~~Mutual Release of Claims.~~2024. The agreement contains a general release of claims that ~~Ms. Richards~~Mr. Lenz may have against FedEx and its subsidiaries and affiliated companies, and their respective affiliates and related parties. ~~The agreement also contains a general release by FedEx of claims, liabilities or causes of action against Ms. Richards arising as a result of her employment.~~
~~Non-Compete~~ ~~Agreement~~~~.Ms. Richards has agreed that for one year following~~Mr. Lenz will continue to receive his current base salary through the separation ~~date, she will not engage as a principal, employee, agent, consultant, or independent contractor for, or act in any other capacity~~date. In accordance with the ~~United States Postal Service, United Parcel Service, Amazon.com~~terms of the fiscal 2024 AIC plan and FedEx’s FY22–FY24, FY23–FY25, and FY24–FY26 LTI plans (collectively, the “Active LTI Plans”), Mr. Lenz is eligible to receive prorated payouts, if any, based on his position as Executive Vice President and Chief Financial Officer and the portion of fiscal 2024 (with respect to the fiscal 2024 AIC plan) and the portion of the applicable three-fiscal-year period (with respect to the Active LTI Plans) during which he was employed. The vesting and exercise rights of his stock options and restricted stock will be governed by the terms of FedEx’s Stock Incentive Plans.
The amounts to be received by Mr. Lenz under the agreement comply with the limits set forth in our policy on limitation of severance benefits, which is described under “Compensation Discussion and Analysis — Post-Employment Compensation —Limitation on Severance Benefits.”
Quantification of Potential Payments Upon Termination or ~~DHL.~~Change of Control
The following table and footnotes describe the potential payments to the named executive officers upon termination of employment or a change of control of FedEx as of May 31, 2023.
This table does not include:
compensation or benefits previously earned by the named executive officers or equity awards that are fully vested;
56 the value of pension benefits that are disclosed in the Fiscal 2023 Pension Benefits table beginning on page 70 or balances that are disclosed in the Nonqualified Deferred Compensation table on page 72; and
the value of any benefits provided on the same basis to substantially all other employees.

2023 Proxy Statement
    ~~2017~~75

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Executive Compensation –Potential Payments Upon Termination or Change of Control
NAME       VOLUNTARY
SEPARATION
(NON-CIC)
($)       INVOLUNTARY
SEPARATION
(NON-CIC)
($)       RETIREMENT
($)⁽¹⁾       DEATH
($)       PERMANENT
DISABILITY
($)       CHANGE OF
CONTROL (NO
TERMINATION)
($)       CHANGE OF
CONTROL AND
QUALIFYING
TERMINATION
($)
R. Subramaniam
Base Salary⁽²⁾ — — — — — — 2,600,000
AIC⁽²⁾ — — — — — — 4,290,000
Active LTI Plans — — — — — — —
Restricted Stock⁽³⁾ — — 4,383,796 4,383,796 4,383,796 4,383,796 4,383,796
Stock Options⁽³⁾ — — — 3,928,845 3,928,845 3,928,845 3,928,845
Health Benefits⁽²⁾ — — — — — — 43,027
280G Cutback
Amount⁽⁴⁾ — — — — — — —
TOTAL — — 4,383,796 8,312,641 8,312,641 8,312,641 15,245,668
M.C. Lenz⁽⁵⁾
Base Salary⁽²⁾ — — — — — — 1,742,500
AIC⁽²⁾ — — — — — — 2,074,001
Active LTI Plans — — — — — — —
Restricted Stock⁽³⁾ — — 2,314,294 2,314,294 2,314,294 2,314,294 2,314,294
Stock Options⁽³⁾ — — — 1,361,949 1,361,949 1,361,949 1,361,949
Health Benefits⁽²⁾ — — — — — — 48,574
280G Cutback
Amount⁽⁴⁾ — — — — — — —
TOTAL — — 2,314,294 3,676,243 3,676,243 3,676,243 7,541,318
F.W. Smith
Base Salary⁽²⁾ — — — — — — 1,820,000
AIC⁽²⁾ — — — — — — —
Active LTI Plans — — — — — — —
Restricted Stock⁽³⁾ — — — — — — —
Stock Options⁽³⁾ — — — 14,714,272 14,714,272 14,714,272 14,714,272
Health Benefits⁽²⁾ — — — — — — 101,312
280G Cutback
Amount⁽⁴⁾ — — — — — — —
TOTAL — — — 14,714,272 14,714,272 14,714,272 16,635,584
R.B. Carter
Base Salary⁽²⁾ — — — — — — 1,886,440
AIC⁽²⁾ — — — — — — 2,245,325
Active LTI Plans — — — — — — —
Restricted Stock⁽³⁾ — — 2,330,642 2,330,642 2,330,642 2,330,642 2,330,642
Stock Options⁽³⁾ — — — 1,636,536 1,636,536 1,636,536 1,636,536
Health Benefits⁽²⁾ — — — — — — 55,883
280G Cutback
Amount⁽⁴⁾ — — — — — — —
TOTAL — — 2,330,642 3,967,178 3,967,178 3,967,178 8,154,826

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Executive Compensation –Pay Versus Performance
NAME       VOLUNTARY
SEPARATION
(NON-CIC)
($)       INVOLUNTARY
SEPARATION
(NON-CIC)
($)       RETIREMENT
($)⁽¹⁾       DEATH
($)       PERMANENT
DISABILITY
($)       CHANGE OF
CONTROL (NO
TERMINATION)
($)       CHANGE OF
CONTROL AND
QUALIFYING
TERMINATION
($)
M.R. Allen
Base Salary⁽²⁾ — — — — — — 1,502,726
AIC⁽²⁾ — — — — — — 1,788,610
Active LTI Plans — — — — — — —
Restricted Stock⁽³⁾ — — 2,330,642 2,330,642 2,330,642 2,330,642 2,330,642
Stock Options⁽³⁾ — — — 1,636,536 1,636,536 1,636,536 1,636,536
Health Benefits⁽²⁾ — — — — — — 66,721
280G Cutback
Amount⁽⁴⁾ — — — — — — —
TOTAL — — 2,330,642 3,967,178 3,967,178 3,967,178 7,325,235
⁽¹⁾ Separation after reaching age 55.
⁽²⁾ The MRAs with each named executive officer provide for (a) a lump–sum cash payment equal to two times his base salary plus two times his target AIC opportunity and (b) 18 months of continued coverage of medical, dental, and vision benefits.
⁽³⁾ Represents the intrinsic value of the acceleration of vesting of any restricted stock or stock options that vest upon the event. For restricted stock, intrinsic value is computed by multiplying the closing market price per share of FedEx’s common stock on May 31, 2023 ($217.98), by the number of unvested shares of restricted stock held by the officer as of May 31, 2023. For stock options, intrinsic value represents the difference between the closing market price of FedEx’s common stock on May 31, 2023 ($217.98) and the exercise price of each unvested option (if the exercise price was less than such market price) held by the officer as of May 31, 2023. The value of the acceleration of any equity awards under the Policy on Limitation of Severance Benefits in connection with an executive officer’s retirement, or in connection with an actual change of control of FedEx, would be determined using the applicable methodology set forth in Section 280G, which amounts would be less than the intrinsic values shown in the table above.
⁽⁴⁾ Represents the amount of payments that would be forfeited by the named executive officer to avoid being subject to any excise tax or excess payment under the Policy on Limitation of Severance Benefits, the 2019 Plan, or the MRAs, as applicable. Based upon a hypothetical analysis as of May 31, 2023, no executive officer would be required to forfeit any cash payments or reduce the number of shares of stock or amount received upon acceleration of vesting of restricted stock or stock options held as of May 31, 2023.
⁽⁵⁾ Effective August 1, 2023, Mr. Lenz is serving as a Senior Advisor until December 31, 2023. See “Separation and Release Agreement with Michael C. Lenz” above for a description of payments that Mr. Lenz will actually receive under the separation and release agreement.
Pay Versus Performance
Under rules adopted by the SEC pursuant to the Dodd-Frank Act, FedEx is required to calculate and disclose information about the relationship between executive “compensation actually paid” (“CAP”) and certain financial performance measures of FedEx. “Compensation actually paid,” as determined pursuant to Item 402(v) of Regulation S-K adopted by the SEC, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual compensation paid for those awards. CAP generally fluctuates due to stock price changes and varying levels of projected and actual achievement of performance goals. For a discussion of how our Compensation & HR Committee assessed FedEx’s performance and the performance of our Chief Executive Officer and our other named executive officers for purposes of determining pay each year, see “Executive Compensation — Compensation Discussion and Analysis” in this proxy statement and in our proxy statements for 2022 and 2021.
2023 Proxy Statement
      77

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~~PROPOSAL 2~~Executive Compensation –Pay Versus Performance
For further information about our compensation philosophy and the pay-for-performance nature of our executive compensation program, please see “Executive Compensation — ~~ADVISORY VOTE TO APPROVE NAMED~~Compensation Discussion and Analysis” beginning on page 40.

AVERAGE
SUMMARY
COMPENSATION
TABLE TOTAL
FOR NON-CEO
NEOs
($)⁽³⁾ AVERAGE
COMPENSATION
ACTUALLY
PAID TO
NON-CEO NEOs
($)⁽⁴⁾ VALUE OF INITIAL
FIXED $100 INVESTMENT
BASED ON: ADJUSTED
CONSOLIDATED
OPERATING
INCOME (IN
MILLIONS)
($)⁽⁸⁾
YEAR SUMMARY
COMPENSATION
TABLE TOTAL
($)⁽¹⁾ COMPENSATION
ACTUALLY PAID
TO CEO
($)⁽²⁾ FEDEX
TSR
($)⁽⁵⁾ DOW JONES
TRANSPORTATION
AVERAGE TSR
($)⁽⁶⁾ NET INCOME
(IN MILLIONS)
($)⁽⁷⁾
2023 13,249,823 11,262,954 6,296,043 4,610,262 174.03 159.13 3,972 4,948
2022 10,596,150         (12,992,547 ) 4,131,008 1,813,524 176.23 163.49 3,826 6,733
2021 14,325,537 94,071,332 5,783,014 17,501,378 244.15 177.82 5,231 5,587
⁽¹⁾ Reflects total compensation amounts reported in the Summary Compensation Table on page 62 for Mr. Subramaniam for fiscal 2023 and Mr. Smith for fiscal 2022 and 2021.
⁽²⁾ Reflects “compensation actually paid” to Mr. Subramaniam in fiscal 2023 and Mr. Smith in fiscal 2022 and 2021, as determined in accordance with Item 402(v) of Regulation S-K for each year, adjusted in accordance with Item 402(v) of Regulation S-K as set forth in the table below. These dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Subramaniam in fiscal 2023 or Mr. Smith in fiscal 2022 or 2021. For information regarding the decisions made by our Compensation & HR Committee relating to CEO compensation for each fiscal year, please see the “Executive Compensation — Compensation Discussion & Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above.

YEAR       2021       2022       2023
CEO F.W. Smith F.W. Smith R. Subramaniam
SCT Total Compensation ($) 14,325,537 10,596,150 13,249,823
Less: Stock and Option Award Values Reported in SCT for the
Covered Year ($) (8,784,094 ) (7,160,341 ) (5,964,153 )
Plus: Year End Fair Value for Stock and Option Awards Granted in the
Covered Year ($) 55,550,840 10,728,639 9,289,396
Change in Fair Value of Outstanding Unvested Stock and Option Awards
from Prior Years ($) 32,335,923 (24,237,863 ) (5,265,924 )
Change in Fair Value of Stock and Option Awards from Prior Years that
Vested in the Covered Year ($) 532,670 (2,970,262 ) 57,522
Less: Fair Value of Stock and Option Awards that failed to meet
Vesting Conditions in the Covered Year ($) — — —
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit
Under Pension Plans ($) — — (209,016 )
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) 110,456 51,129 105,306
Compensation Actually Paid ($) 94,071,332 (12,992,547 ) 11,262,954
~~EXECUTIVE OFFICER COMPENSATION~~
WeEquity Valuations: Stock option grant date fair values are ~~asking stockholders to approve,~~calculated based on a~~non-binding~~ ~~basis,~~ the ~~following advisory resolution at~~Black-Scholes option pricing model as of date of grant in accordance with the ~~annual meeting:~~Financial Accounting Standards Board Accounting Standards Codification Topic 718 as of the end of the respective fiscal year. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Time-vested restricted stock awards grant date fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of fiscal year-end and as of each vesting date. Stock award valuations include reinvested dividends where applicable.
~~“RESOLVED, that~~
⁽³⁾ Reflects the average total compensation amounts reported in the Summary Compensation Table for the following non-CEO named executive officers for the indicated years:
2021: Messrs. Colleran, Subramaniam, Carter, and Lenz and Alan B. Graf, Jr., our former Executive Vice President and Chief Financial Officer.
2022: Messrs. Colleran, Subramaniam, Carter, and Lenz.
2023: Messrs. Smith, Carter, Lenz, and Allen.
⁽⁴⁾ Reflects the average of the “compensation actually paid” to our non-CEO named executive officers in each of fiscal 2021, 2022, and 2023, as determined in accordance with Item 402(v) of Regulation S-K for each year, adjusted in accordance with Item 402(v) of Regulation S-K as set forth in the table below. These dollar amounts do not reflect the actual amount of compensation earned by or paid to our non-CEO named executive officers during the applicable year. For information regarding the decisions made by our Compensation & HR Committee with respect the compensation of the non-CEO named executive officers for each fiscal year, please see the “Executive Compensation —Compensation Discussion & Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above.

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Executive Compensation –Pay Versus Performance

YEAR       2021
AVERAGE       2022
AVERAGE       2023
AVERAGE
Non-CEO NEOs⁽³⁾
SCT Total Compensation ($) 5,783,014 4,131,008 6,296,043
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) (2,457,868 ) (2,061,624 ) (1,670,867 )
Plus: Year End Fair Value for Stock and Option Awards Granted in the Covered Year ($) 10,553,946 4,493,642 3,070,602
Change in Fair Value of Outstanding Unvested Stock and Option Awards from
Prior Years ($) 3,534,655 (4,285,180 ) (3,061,483 )
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in
the Covered Year ($) 250,602 (443,261 ) (41,822 )
Fair Value as of Vesting Date of Stock and Option Awards Granted and Vested in
the Covered Year ($) 390,549 — —
Fair Value of Stock and Option Awards that Failed to Meet Vesting Conditions in the Covered Year ($) (539,799 ) — —
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit
Under Pension Plans ($) (66,903 ) (94,867 ) (34,030 )
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) 73,182 73,806 51,819
Compensation Actually Paid ($) 17,501,378 1,813,524 4,610,262
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 as of the end of the respective fiscal year. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Time-based restricted stock award grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of fiscal year-end and as of each vesting date. The aggregate change in actuarial present value of accumulated benefits under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table. Stock award valuations include reinvested dividends where applicable.
⁽⁵⁾ For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of FedEx for the measurement periods ending May 31, 2023, 2022, and 2021, respectively.
⁽⁶⁾ For the relevant fiscal year, represents the cumulative TSR of the Dow Jones Transportation Average (“Peer Group TSR”) for the measurement periods ending May 31, 2023, 2022, and 2021, respectively.
⁽⁷⁾ Reflects “Net Income” in FedEx’s audited consolidated income statements included in our Annual Reports on Form 10-K for fiscal 2023, 2022, and 2021.
⁽⁸⁾ Company-selected measure is adjusted consolidated operating income, as used in our AIC plans. See “Executive Compensation — Compensation Discussion and Analysis — Compensation Elements” for a discussion of how adjusted consolidated operating income is used in our executive compensation program. See Appendix C for a reconciliation of adjusted consolidated operating income to the most directly comparable GAAP measure for fiscal 2023 and 2022. GAAP consolidated operating income was the performance measure for the fiscal 2021 AIC plan.

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Executive Compensation –Pay Versus Performance
Relationship between Pay and Performance. Below are graphs showing the relationship of “compensation actually paid” to our Chief Executive Officer and our non-CEO named executive officers in fiscal 2021, 2022, and 2023 to (1) the TSR of FedEx, (2) FedEx’s net income, and (3) FedEx’s adjusted consolidated operating income.
Compensation Actually Paid vs. FedEx TSR
Compensation Actually Paid vs. GAAP Net Income
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Executive Compensation –Pay Versus Performance
Compensation Actually Paid vs. Adjusted Consolidated
Operating Income
Cumulative TSR of the Company and Cumulative TSR of the Peer Group. The graph below shows the cumulative TSR over the three-year period for FedEx and the Dow Jones Transportation Index.
FedEx and Peer Group TSR
Listed below are the financial and non-financial performance measures which in our assessment represent the most important financial performance measures we used to link compensation actually paid to our named executive officers, for fiscal 2023, to company performance.
Adjusted consolidated operating income;
Adjusted EPS;
CapEx/Revenue; and
Relative TSR.
See “Executive Compensation — Compensation Discussion and Analysis — Compensation Elements” for a discussion of each measure and how it is used to determine compensation actually paid to FedEx’s named executive ~~officers, as disclosed in this proxy statement pursuant~~officers.
2023 Proxy Statement 81

Table of Contents
Executive Compensation –CEO Pay Ratio
CEO Pay Ratio
In accordance with Item 402(u) of Regulation S-K (the “pay ratio rule”), we are providing the ratio of the annual total compensation of our CEO to the annual total compensation ~~disclosure rules~~ of our median employee. This ratio is a reasonable estimate calculated in a manner consistent with the ~~Securities~~pay ratio rule and ~~Exchange Commission, including the Compensation Discussion~~is based on our employee and ~~Analysis, the accompanying compensation tables~~payroll records and the ~~related narrative discussion, is hereby APPROVED.”~~
~~This advisory vote is~~methodology described below. The pay ratio rule allows companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations when calculating the ratio. Our reported ratio may not ~~intended~~be comparable to ~~address any specific element~~those reported by other companies due to differences in industry, business models, scope of ~~executive compensation, but instead is intended to address the overall compensation of the named executive officers as disclosed in this proxy statement.~~
~~Our executive compensation program is designed not only to retain~~international operations, and attract highly qualified and effective executives, but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of stockholders and reward them for doing so. Accordingly, our Board of Directors and Compensation Committee believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and our executive compensation program reflects this belief. As more fully discussed in the Compensation Discussion and Analysis beginning on page 21:
Annual and long-term incentive payments and stock options represent a significant portion of our executive compensation program. This variable compensation is “at risk” and directly dependent upon the achievement of~~pre-established~~ ~~corporate goals or stock price appreciation. In fiscal 2017, 90% of the Chairman and Chief Executive Officer’s target total direct compensation consisted of variable,at-risk~~ ~~components. With respect to the other named executive officers,59%-61%~~ ~~of their fiscal 2017 target total direct compensation consisted of variable,at-risk~~ ~~components.~~
Annual bonus payments for fiscal 2017 were tied to meeting aggressive business plan goals for FedEx Express segment adjusted operating income and adjusted consolidated operating income. Because the target objectives for FedEx Express segment adjusted operating income and adjusted consolidated operating income for fiscal 2017 were not achieved, the named executive officers received below-target annual bonus payouts.
~~Long-term incentive payouts are tied to meeting aggregateearnings-per-share~~ ~~goals over a three-fiscal-year period. Based upon above-target adjustedearnings-per-share~~ ~~performance over the last three fiscal years, there were maximum long-term incentive payouts for fiscal 2017.~~
The exercise price of stock options granted under our equity incentive plans is equal to the fair market value of our common stock on the date of grant, so the options will yield value to the executive only if the stock price appreciates.
Our stock ownership goal effectively promotes meaningful and significant stock ownership by our executive officers and further aligns their interests with those of our stockholders. As of July 31, 2017, each of our executive officers exceeded the stock ownership goal.
~~We urge you to read the Compensation Discussion and Analysis,~~scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their ratios.
As permitted by the pay ratio rule, we used the same median employee to calculate our fiscal 2023 pay ratio as we used to calculate our fiscal 2021 and 2022 pay ratios because we believe there has been no change in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosures. Based upon the estimates, assumptions, and methodology described herein, the fiscal 2023 annual total compensation of our CEO was $13,265,049 (including $15,226 in employer-provided health benefits not included in the Summary Compensation Table), the fiscal 2023 annual total compensation of our median employee was $45,976 (including $9,832 in employer-provided health benefits), and the ratio of these amounts was 289:1.
Considered Population
We determined our median employee as of March 1, 2021, which was within the last three months of our fiscal 2021 year as required by the pay ratio rule. As of that date, we employed 565,238 employees worldwide (other than our CEO), including full-time, part-time, seasonal, and temporary employees. As permitted by the pay ratio rule, in determining our median employee, we excluded approximately 4.3% of our total employee population as of March 1, 2021, or 24,115 employees outside of the U.S., from the following countries and territories: Antilles Francaises (9); Argentina (261); Aruba (12); Austria (251); Bahamas (28); Bahrain (182); Barbados (36); Bermuda (27); Botswana (22); British Virgin Islands (7); Bulgaria (441); Cayman Islands (22); Colombia (294); Costa Rica (71); Curacao (14); Cyprus (166); Czech Republic (1,133); Denmark (809); Dominican Republic (99); Egypt (199); Estonia (131); Fiji (80); Finland (357); Greece (549); Grenada (6); Guadeloupe (9); Guam (13); Guatemala (43); Hungary (602); Ireland (367); Israel (131); Jamaica (65); Jordan (23); Kenya (81); Kuwait (136); Latvia (184); Lithuania (250); Luxembourg (46); Macau (10); Malawi (25); Namibia (62); New Zealand (277); Norway (284); Oman (17); Panama (81); Peru (22); Philippines (861); Portugal (995); Puerto Rico (647); Romania (958); Russia (762); Saint Kitts (9); Saint Lucia (9); Saint Martin (9); Saint Vincent (5); Singapore (1,314); Slovakia (412); Slovenia (208); South Africa (1,546); South Korea (1,153); Swaziland (12); Sweden (1,179); Switzerland (1,541); Taiwan (1,324); Trinidad and Tobago (47); Turks and Caicos Islands (7); Turkey (879); Ukraine (182); United Arab Emirates (1,210); United States Virgin Islands (19); Uruguay (38); Venezuela (33); Vietnam (708); and Zambia (114). As a result, an aggregate employee population of 541,123 was considered (the “considered population”) in determining our median employee in fiscal 2021.
Identifying our Median Employee
We selected annual taxable wages as the consistently applied compensation measure used to identify our median employee, which is a permissible approach even though this definition is defined differently across jurisdictions. For employees outside the U.S., we applied a reasonable estimate to determine taxable wages by consistently adjusting each non-U.S. employee’s annual pay rate upward to include additional elements of taxable compensation. From the considered population, we used statistical sampling to collect additional data for a group of employees (the “median population”) who were paid within a range of 10% above or below what we estimated to be our median taxable wage amount. We reviewed recent historical taxable wage data of the median population and selected employees within the median population with consistent taxable wages over the three previous years. We calculated fiscal 2021 total compensation for each of the selected employees using the methodology for calculating our CEO’s fiscal 2021 total compensation as set forth in the Summary Compensation Table ~~and related compensation tables and narrative appearing on pages 21 through 56, which provides detailed information on our compensation philosophy, policies and practices and the compensation~~ of our ~~named executive officers.~~
~~Effect~~2021 proxy statement. We then identified an employee from this group, who was reasonably representative of our workforce and whose wage was a reasonable estimate of the ~~Proposal~~
~~This advisory resolution, commonly referred to~~median wage at our organization as a~~“say-on-pay”~~ ~~resolution, is not binding on FedEx,~~ the Board of Directors or the Compensation Committee. The vote on this proposal will, therefore, not affect any compensation already paid or awarded to any named executive officer and will not overrule any decisions made by the Board of Directors or the Compensation Committee. Because we highly value the opinions of our stockholders, however, the Board of Directors and the Compensation Committee will consider the results of this advisory vote when making future executive compensation decisions.
median employee.
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Table of Contents
Executive Compensation –CEO Pay Ratio
Proposal 3
Advisory Vote on the Frequency of Future
Advisory Votes on Executive Compensation ~~2017 Proxy Statement~~     57
~~PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION~~
~~Vote Required for Approval~~
~~The affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote is required to approve this proposal.~~
~~YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.~~
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    ~~2017 Proxy Statement~~
~~PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY~~
~~OF FUTURE ADVISORY VOTES ON EXECUTIVE~~
~~COMPENSATION~~
In addition to providing our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers, we also are seeking anon-binding, advisory vote on how frequently the advisory vote on executive compensation should be presented to stockholders, as required by SEC rules. You may vote to have the advisory vote on executive compensation held every one year, every two years, or every three years, or you may abstain from voting.
When this advisory vote was last held in ~~2011,~~2017, our stockholders indicated a strong preference ~~(91.5%~~(92.1% of the voted shares) to hold the advisory vote to approve executive compensation each year, and the Board implemented this standard.
The Board of Directors recommends holding the advisory vote on executive compensation every year. An annual vote provides us with timely feedback from our stockholders on executive compensation matters. An annual advisory vote is also consistent with our Compensation & HR Committee’s practice of conducting anin-depth review of executive compensation philosophy and practices each year.
Effect of the Proposal
The vote on this proposal is advisory andnon-binding, and the final decision with respect to the frequency of future advisory votes on executive compensation remains with the Board of Directors. Although the vote on this proposal isnon-binding, the Board of Directors and the Compensation & HR Committee highly value the opinions of our stockholders and, accordingly, will take into account the outcome of this vote in considering the frequency of future advisory votes on executive compensation. In accordance with SEC rules, stockholders will continue to have the opportunity at least every six years to recommend the frequency of future advisory votes on executive compensation.
Vote Required for Approval
Stockholders will be able to specify one of four choices for this proposal on the proxy card: holding the advisory vote on named executive officer compensation every one year, every two years, or every three years, or abstaining. Stockholders are not voting to approve or disapprove the Board’s recommendation. The option of one year, two years, or three years that receives the affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote will be the frequency for the advisory vote on executive compensation selected by our stockholders. In the absence of a majority of votes cast in support of any one frequency, the option of one year, two years, or three years that receives the greatest number of votes will be considered the frequency selected by our stockholders.
~~YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR CONDUCTING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATIONEVERY YEAR~~.
Your Board of Directors recommends a vote for conducting future advisory votes on executive compensation every 1 YEAR.

2023 Proxy Statement       ~~2017 Proxy Statement~~     5983

Table of Contents~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS~~
~~STOCK INCENTIVE PLAN TO INCREASE THE NUMBER~~EQUITY COMPENSATION PLANS
~~OF AUTHORIZED SHARES~~Equity Compensation Plans Approved by Stockholders
~~Overview of Proposed Amendment~~
~~Our stockholders originally~~Stockholders approved FedEx’s 2010 Omnibus Stock Incentive Plan, (as amended to the date hereof, the “Plan”) at the 2010 annual meeting of stockholders. At the 2013 annual meeting of stockholders, our stockholders approved an amendment to the Plan to increase the number of shares authorized for issuance under the Plan. The Plan currently provides that the maximum number of shares of FedEx common stock that may be issued pursuant to awards granted under the Plan is 19,600,000 shares, of which no more than 3,000,000 shares may be issued as full-value awards (~~i.e.~~~~, awards other than stock options or stock appreciation rights).~~
On July 16, 2017, our Compensation Committee approved amendments to the Plan to add a minimum vesting requirement of at least one year for all awards under the Plan (which aligns with our current grant practices). In addition, on July 17, 2017, the Board of Directors, upon the recommendation of the Compensation Committee, approved an amendment to the Plan, subject to approval by the stockholders at the annual meeting, to increase the number of shares authorized for issuance under the Plan. If approved by our stockholders, the amendment would authorize an additional 10,000,000 shares for issuance under the Plan. However, none of the additional shares will be issuable as full-value awards. The amendment would not make any other changes to the Plan.
The Board of Directors recommends that our stockholders approve the amendment to the Plan. Absent an increase in the number of authorized shares under the Plan, we do not expect to have sufficient shares to meet our anticipated equity compensation needs for fiscal 2020 (which begins on June 1, 2019). We currently plan to seek stockholder approval of a new equity incentive plan at the annual meeting of stockholders to be held in September 2019. We believe that increasing the number of shares issuable under the Plan is necessary in order to allow FedEx to continue to utilize equity awards (namely, stock options and restricted shares) to retain and attract the services of key individuals essential to FedEx’s long-term growth and financial success and to further align their interests with those of FedEx’s stockholders. FedEx relies on equity awards to retain and attract key employees and~~non-employee~~ Board members and believes that equity incentives are necessary for FedEx to remain competitive with regard to retaining and attracting highly qualified individuals upon whom, in large measure, the future growth and success of FedEx depend. The Plan amendment would further these objectives by allowing FedEx to grant awards under the Plan through June 30, 2020 (at which time no further awards may be made under the Plan).
The following factors were taken into account by the Compensation Committee and the Board of Directors in approving the proposed amendment to increase the number of authorized shares under the Plan: FedEx’s historical burn rate; the number of shares remaining available under the Plan for future awards; the number of outstanding stock options and unvested restricted shares; dilution resulting from the proposed increase in authorized shares; the shareholder value transfer resulting from the proposed increase; and the remaining term of the Plan in which awards may be granted.
~~A summary of the Plan is set forth below. This summary is, however, qualified by and subject to the full text of the Plan, as proposed to be amended, which is attached as~~~~Appendix~~ C~~. Capitalized terms used in this summary that are not otherwise defined have the respective meanings given such terms in the Plan.~~
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~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
~~Number of Shares That May Be Awarded Under the Plan and~~
~~Outstanding Awards Under All Plans~~
The Plan is the sole FedEx equity compensation plan under which awards can be made. The Plan currently provides that the maximum number of shares of FedEx common stock that may be issued pursuant to awards granted under the Plan is 19,600,000 shares, of which no more than 3,000,000 shares may be issued as full-value awards. The following table sets forth as of July 31, 2017, the total number of shares available for awards (stock option, stock appreciation right or full-value awards) under the Plan (both before and after the requested increase in authorized shares), together with the equity dilution represented by such shares as a percentage of the shares of FedEx common stock outstanding as of July 31, 2017, and the number of shares available only for full-value awards under the Plan (both before and after the requested increase in authorized shares):

      Total Number of
Shares Available
for Future Awards    Percentage of
Outstanding
Shares Shares Available
Only for Full-
Value Awards ⁽¹⁾
Shares available for future awards under the Plan
   6,156,726    2.30 % 1,890,029
Requested increase in authorized shares under the Plan
   10,000,000    3.73 % —
Shares available for future awards under the Plan after approval of proposed amendment
   16,156,726    6.02 % 1,890,029
~~(1)~~
~~These share amounts are included in “Total Number of Shares Available for Future Awards.”~~
The number of shares that may be issued under the Plan is subject to adjustment in the event of certain equity restructuring events and corporate reorganizations, as discussed below. To the extent that an award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited shares subject to the awards will be available again for issuance pursuant to awards granted under the Plan.
As of July 31, 2017, there were 14,404,776 shares of FedEx common stock issuable pursuant to the exercise of outstanding stock options with a weighted-average exercise price of $138.48 and a weighted-average remaining contractual term of 6.7 years, and 355,261 unvested shares of restricted stock. None of the exercisable stock options outstanding on July 31, 2017 had an exercise price below the closing trading price on that date. On July 31, 2017, the closing price of FedEx common stock on the New York Stock Exchange was $208.03 per share.
Stock options held by employees generally vest ratably over three or four years beginning on the first anniversary of the grant date. Stock options granted to non-employee Board members generally fully vest on the one-year anniversary of the grant date. Restricted shares generally vest ratably over four years beginning on the first anniversary of the grant date. Stock options and unvested restricted shares held by the named executive officers as of May 31, 2017, are set forth in the “Outstanding Equity Awards at End of Fiscal 2017” table earlier in this proxy statement.
The following table sets forth information regarding stock option and restricted stock awards and the run rate of our equity compensation program for each of, as well as the averages over, the last three fiscal years. The run rate represents all awards granted in a fiscal year divided by the number of common shares outstanding at the end of that fiscal year.

      Fiscal 2015    Fiscal 2016    Fiscal 2017    3-Year Average
Stock options granted
   2,445,146    2,229,582    2,783,968    2,486,232
Restricted shares granted
   154,115    139,838    153,984    149,312
Common shares outstanding at fiscal year-end
   282,886,739    266,637,204    267,152,812    272,225,585
Run rate
   0.92%    0.89%    1.10%    0.97%
~~2017 Proxy Statement~~     61
~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
~~Plan Highlights~~
While the Plan affords flexibility in designing long-term equity incentives that are responsive to evolving regulatory changes and compensation best practices and incorporate tailored, performance-based measures, the Plan also contains a number of restrictive features that are designed to protect stockholder interests and ensure that awards are granted through a disciplined and thoughtful process — including the following:
•
~~No Discount Stock Options.~~~~The Plan prohibits the grant of stock options with an exercise price less than the fair market value of FedEx common stock on the date of grant.~~
•
~~No Repricing of Awards Without Prior Stockholder Approval.~~~~The Plan prohibits the repricing of stock options and stock appreciation rights either by amendment of an award agreement or by substitution of a new award at a lower price.~~
•
~~No Grants of “Reload” Awards.~~~~The Plan does not provide for “reload” awards (the automatic substitution of a new award of like kind and amount upon the exercise of a previously granted award).~~
•
~~No Annual “Evergreen” Provision.~~The Plan provides a specific maximum share limitation (29,600,000, if the requested increase in authorized shares is approved) and does not contain an annual or automatic increase in the number of shares available for awards under the Plan.
•
~~Cap on Full-Value Awards.~~~~The Plan includes a limit on the number of shares (3,000,000) that may be issued as full-value awards (~~~~i.e.,~~ awards other than stock options or stock appreciation rights). If the amendment is approved, none of the additional shares authorized for issuance under the Plan would be issuable as full-value awards.
•
~~Prohibition of Certain Share Recycling, or “Liberal Share Counting,” Practices.~~The Plan does not allow shares to be added back to the maximum share limitation under the Plan if they were withheld, deducted or delivered for tax payments relating to stock options or stock appreciation rights; used to pay the exercise price of a stock option; repurchased on the open market with proceeds of a stock option exercise; or not issued upon exercise for any reason (including as a result of the net settlement or net exercise) of an outstanding stock option or share-settled stock appreciation right.
•
~~No Dividends Paid Out on Unearned Performance Awards.~~~~The Plan provides that dividend equivalents payable on performance awards may be paid only when the underlying award is paid or settled.~~
•
~~No “Liberal Change in Control” Definition.~~The Plan’s definition of “change of control” for purposes of accelerating vesting of awards is not considered “liberal.” As an example, mergers, consolidations, reorganizations, asset sales and asset dispositions are required to be consummated (with existing stockholders owning less than 60% of voting power after the transaction), rather than merely approved by stockholders. Likewise, the definition does not include the mere commencement or announcement of a tender or exchange offer for FedEx stock or the acquisition of any less than 30% of voting power by third parties.
•
~~Minimum Vesting Requirement.~~ ~~Subject to the terms of the Plan, all awards made under the Plan have a minimum vesting period of at least one year.~~
•
~~Ten-Year~~ ~~Plan Term.~~~~The Plan prohibits the making of awards after June 30, 2020, and limits the exercise term of stock options and stock appreciation rights to ten years from the grant date.~~
•
~~Independent Committee Administration.~~~~The Plan is administered by our Compensation Committee, which is comprised solely of independent, outside,non-employee~~ ~~directors.~~
In addition, under FedEx’s current equity grant practices, equity awards to employees generally vest ratably over a period of three or four years, and the Plan provides that awards tied to performance criteria cannot be earned within less than one year from the date of grant. Finally, the company’s gross run rate, or burn rate, has averaged only 0.97% over the past three years, and we estimate that upon approval of the amendment, the maximum level of equity dilution caused by FedEx’s equity compensation program will be only 10.2% on a fully diluted basis.
~~Purpose of the Plan~~
~~The purpose of the Plan is to aid FedEx and its subsidiaries and affiliates in retaining, attracting and rewardingnon-employee~~ directors and designated key employees of outstanding ability and to motivate them to exert their best efforts to achieve the company’s long-term goals. The Board of Directors believes that increased ownership of FedEx common stock by employees and directors, and compensation that is otherwise linked to the value of FedEx common stock, will further align their interests with those of FedEx’s other stockholders and will promote the company’s long-term success and the creation of long-term stockholder value.
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~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
~~Administration of the Plan~~
The Plan is administered by those members, not less than two, of the Compensation Committee of the Board of Directors or such successor committee or subcommittee of the Board of Directors that is designated by the Board to administer the Plan (the “Committee”) who qualify as (a) “independent directors” under Section 303A of the New York Stock Exchange Listed Company Manual, (b) “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and~~(c) “non-employee~~ ~~directors” as defined inRule 16b-3~~ ~~under the Securities Exchange Act of 1934, as amended. Each member of the Compensation Committee currently meets these qualifications.~~
Subject to the express provisions of the Plan, the Committee has full and exclusive power, authority and discretion to take any and all actions necessary, appropriate or advisable for the administration of the Plan, including the following:
~~Designate participants in the Plan;~~
Determine the type or types of awards to be granted to each participant and the number, terms and conditions of each award; provided, that any award granted under the Plan is subject to a minimum vesting period of one year;
~~Establish, adopt or revise rules, guidelines and policies for the administration of the Plan; and~~
~~Construe and interpret the Plan, any award agreement and other documents and instruments relating to the Plan or any award.~~
~~Awards made under the Plan tonon-employee~~ directors are approved by the Board of Directors upon the recommendation of the Committee. The Committee retains full independent authority under the Plan with respect to all other aspects of such awards. The Committee may delegate to one or more officers the authority to grant awards under the Plan within specified parameters, other than awards to certain senior officers.
~~Shares Awarded Under the Plan~~
The number of shares that may be issued under the Plan and the limitations on individual awards are subject to adjustment in the event of certain equity restructuring events and corporate reorganizations, as discussed below.
The Plan provides for the use of authorized but unissued shares or treasury shares. To the extent that an award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited shares subject to the awards will be available again for issuance pursuant to awards granted under the Plan.
To the extent that the full number of shares subject to a performance award or qualified performance-based award (other than a stock option or stock appreciation right for which the relevant performance condition is appreciation in market price) is not issued because of a failure to achieve maximum performance goals, the number of shares not issued will be available again for issuance pursuant to awards granted under the Plan. Any shares related to awards that are settled in cash or other consideration in lieu of shares and any shares that are withheld or deducted from an award or delivered by a participant to satisfy tax withholding requirements relating to full-value awards (~~i.e.~~, awards other than stock options or stock appreciation rights) will be available again for issuance pursuant to awards granted under the Plan. However, shares will not be added back to the maximum share limitation under the Plan if: the shares are withheld or deducted from an award or delivered by a participant to satisfy tax withholding requirements relating to stock options or stock appreciation rights; the shares are used for payment of the exercise price of a stock option; or the shares are repurchased on the open market with proceeds of a stock option exercise. In addition, to the extent that the full number of shares subject to a stock option or share-settled stock appreciation right is not issued upon exercise for any reason, including by reason of a net settlement or net exercise, then all shares that were covered by the exercised stock option or stock appreciation right will not be available for issuance pursuant to awards granted under the Plan.
~~2017 Proxy Statement~~     63
~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
~~Eligibility to Receive Awards~~
~~The Plan permits awards to be made to any of the following individuals, as designated by the Committee:~~
~~non-employee~~ ~~directors of FedEx (currently, FedEx has 11non-employee~~ ~~directors, each of whom is standing for reelection at the annual meeting);~~
~~employees of FedEx and its subsidiaries and affiliates (currently, FedEx and its subsidiaries and affiliates have approximately 400,000 employees); and~~
anyone to whom an offer of employment with FedEx or any of its subsidiaries or affiliates has been made, though prospective employees to whom an award has been made may not receive any payment or exercise any right with respect to such award until employment has commenced.
~~As of July 31, 2017, the stock option and restricted stock awards outstanding under our existing equity compensation plans were held by a total of 7,582 current and former employees andnon-employee~~ ~~directors (6,119 current and former employees andnon-employee~~ ~~directors held outstanding awards granted under the Plan).~~
~~Types of Awards~~
~~The Plan authorizes the granting of awards in any of the following forms:~~
~~options to purchase shares of FedEx common stock at a price not less than the fair market value of the shares as of the grant date — stock options may be designated under the Code asnon-qualified~~ ~~stock options (which may be granted to all participants) or incentive stock options (which may be granted to employees, but not tonon-employee~~ ~~directors or prospective employees);~~
~~restricted shares, which are shares of FedEx common stock that are subject to restrictions on transferability and subject to forfeiture on terms set by the Committee;~~
restricted stock units, which represent the right to receive shares of FedEx common stock (or an equivalent value in cash or any combination of cash and FedEx common stock, as specified in the award agreement) at a designated time in the future and which right is subject to restrictions on transferability and subject to forfeiture on terms set by the Committee;
stock appreciation rights, which give the holder the right to receive the difference (payable in any combination of cash, FedEx common stock or other form of consideration, as specified in the award agreement) between the fair market value per share of FedEx common stock on the date of exercise over the exercise price of the award (which cannot be less than the fair market value of the underlying stock as of the grant date);
performance awards, which are awards payable in cash or FedEx common stock (or any combination thereof) upon the attainment of specified performance goals (any award that may be granted under the Plan also may be granted in the form of a performance award);
qualified performance-based awards, which are awards other than stock options and stock appreciation rights that are intended to qualify as exempt from the $1,000,000 deduction limit imposed by Code Section 162(m) (all stock options and stock appreciation rights granted under the Plan are already intended to qualify for this exemption) — see “— Performance Goals” below;
dividend equivalents with respect to full-value awards, which entitle the participant to payments equal to any dividends paid on all or a portion of the number of shares of FedEx common stock underlying such full-value award, as determined by the Committee (with respect to dividend equivalents payable on performance awards, such dividend equivalents may be paid only to the extent and at the time the underlying award is paid or settled); and
other stock-based awards in the discretion of the Committee, including unrestricted shares of FedEx common stock — for example, stock awarded purely as a bonus or issued in lieu of other rights to cash compensation.
Unless otherwise determined by the Committee and set forth in the applicable award agreement, awards under the Plan shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.
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    ~~2017 Proxy Statement~~
~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
~~Term of the Plan~~
Unless the Plan is earlier terminated in accordance with its provisions, no awards will be made under the Plan after June 30, 2020, but awards granted on or prior to such date will continue to be governed by the terms and conditions of the Plan and the applicable award agreement.
~~Exercise Term of Stock Options and Stock Appreciation Rights~~
The Committee determines the period during which a stock option or stock appreciation right granted under the Plan may be exercised, but no such option or right will be exercisable for more than ten years from the grant date of such award.
~~Limitations on Individual Awards~~
The maximum number of shares of FedEx common stock subject to stock options granted under the Plan to any one participant during any FedEx fiscal year is 1,000,000. The maximum number of shares of FedEx common stock subject to stock appreciation rights granted under the Plan to any one participant during any FedEx fiscal year is 1,000,000. The maximum number of restricted shares granted under the Plan to any one participant during any FedEx fiscal year is 500,000. The maximum number of shares of FedEx common stock underlying awards of restricted stock units granted under the Plan to any one participant during any FedEx fiscal year is 500,000. The maximum number of shares of FedEx common stock underlying other stock-based awards granted under the Plan to any one participant during any FedEx fiscal year is 500,000. These same individual award limitations apply to the extent the awards are granted in the form of performance awards or qualified performance-based awards.
~~Performance Goals~~
All stock options and stock appreciation rights granted under the Plan are intended to be exempt from the $1,000,000 deduction limit imposed by Code Section 162(m). Our stockholders have not approved all material terms specified in Code Section 162(m), including the below list of qualified performance criteria for the purpose of future qualified performance based-awards, within the past five years, and such approval is not requested as part of this proposal. As a result, no awards under the Plan (other than stock options and stock appreciation rights) can currently be designated as a qualified performance based-award in order to make the award fully deductible by FedEx without regard to the $1,000,000 deduction limit imposed by Code Section 162(m). If and when such stockholder approval is obtained, the Committee may designate any other award granted under the Plan as a qualified performance-based award in order to make the award fully deductible by FedEx without regard to the $1,000,000 deduction limit imposed by Code Section 162(m). If an award is so designated, the Committee must establish one or more objectively determinable performance goals for the award based on one or more of the following qualified performance criteria for FedEx, either on a consolidated basis or for a specified FedEx subsidiary, affiliate or other business unit, or a division, region, department or function within FedEx or a subsidiary or affiliate of FedEx:
~~Revenues (net or gross);~~
~~Profit (including net profit,pre-tax~~ ~~profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures);~~
~~Earnings (including earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, earnings per share (basic or diluted) or other corporate earnings measures);~~
~~Income (including net income (before or after taxes), operating income or other corporate income measures);~~
~~Cash (including cash flow, free cash flow, operating cash flow, net cash provided by operations, cash flow in excess of cost of capital or other cash measures);~~
~~2017 Proxy Statement~~     65
~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
Return measures (including return on assets (gross or net), return on equity, return on income, return on invested capital, return on operating capital, return on sales, and cash flow return on assets, capital, investments, equity or sales);
~~Operating margin or profit margin;~~
~~Contribution margin by business segment;~~
~~Share price or performance;~~
~~Total stockholder return;~~
~~Economic value increased;~~
~~Volume growth;~~
~~Package yields;~~
~~Expenses (including expense management, expense ratio, expense efficiency ratios, expense reduction measures or other expense measures);~~
~~Operating efficiency or productivity measures or ratios;~~
~~Dividend payout levels;~~
~~Internal rate of return or increase in net present value; and~~
Strategic business criteria consisting of one or more goals regarding, among other things, acquisitions and divestitures, successfully integrating acquisitions, customer satisfaction, employee satisfaction, safety standards, strategic plan development and implementation, agency ratings of financial strength, completion of financing transactions and new product development.
The Committee must establish the applicable performance goals no later than the earlier of (a) the date 90 days after the beginning of the period for which the performance goal relates or (b) the date on which 25% of such period has elapsed, and, in any event, at a time when the outcome of the performance goals remains substantially uncertain. The Committee may, for any reason, decrease (but may not increase) any award, regardless of FedEx’s achievement of the specified performance goal. The Committee may provide, at the time the performance goals are established, that any evaluation of performance will exclude or otherwise objectively adjust for any specified events that occur during a performance period. These events may include by way of example, but are not limited to any of the following: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals and charges for reorganization and restructuring programs; (e) acquisitions or divestitures; (f) foreign exchange gains and losses; (g) extraordinary nonrecurring items as described in Finance Accounting Standards Board Accounting Standards Codification Topic 225.20, “Income Statement — Extraordinary and Unusual Items”; and (h) extraordinary nonrecurring items as described in management’s discussion and analysis of financial condition and results of operations appearing in FedEx’s annual report to stockholders for the applicable year. To the extent such inclusions or exclusions affect awards to any “covered employee” within the meaning of Code Section 162(m)(3), they will be utilized in a manner that meets the requirements of Code Section 162(m) for deductibility.
~~Retainers and Meeting Fees forNon-Employee~~ ~~Directors~~
~~Upon such terms and conditions as may be established by the Board of Directors, eachnon-employee~~ ~~director may elect to have all or part of his or her retainer and meeting fees paid in shares under the Plan.~~
~~Limitations on Transfer; Beneficiaries~~
A participant may not assign or transfer an award under the Plan, other than by will or by the laws of descent and distribution, unless otherwise determined by the Committee and set forth in the applicable award agreement, except that the Committee will not permit any participant to transfer an award to a third party for value. A participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to any award upon the participant’s death.
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~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
~~Termination of Participant Service; Acceleration Upon Certain~~
~~Events~~
Unless otherwise determined by the Committee and set forth in the applicable award, if a participant’s service terminates for any reason other than death, permanent disability or eligible retirement (attainment of the age of 55 and cessation of service, or as otherwise determined by the Committee in its sole discretion), the participant’s awards will thereupon terminate and be forfeited.
~~Unless otherwise determined by the Committee and set forth in the applicable award agreement:~~
•
~~If a participant’s service terminates by reason of death, (a) all of the participant’s outstanding service-based (~~~~i.e.,~~ not performance awards) stock options and stock appreciation rights will become fully vested and may be exercised by the participant’s legal representative for a period of twelve months from the date of death or until the expiration of the stated period of the award, whichever period is shorter, (b) all vesting restrictions and conditions applicable to the participant’s outstanding service-based restricted shares will immediately lapse and such shares will be fully vested, and (c) the applicable award agreement will set forth the treatment of any other outstanding awards of the participant.
If a participant’s service terminates by reason of permanent disability, (a) all of the participant’s outstanding service-based stock options and stock appreciation rights will become fully vested and may be exercised for a period of twenty-four months after such termination date or until the expiration of the stated period of the award, whichever period is shorter, provided, however, that if such participant dies within the twenty-four month period following such termination date, the options and stock appreciation rights may be exercised by the participant’s legal representative, to the extent to which they were exercisable at the time of death, for a period of twelve months from the date of death or until the expiration of the stated period of the award, whichever period is shorter, (b) all vesting restrictions and conditions applicable to the participant’s outstanding service-based restricted shares will immediately lapse and such shares will be fully vested, and (c) the applicable award agreement will set forth the treatment of any other outstanding awards of the participant.
If a participant’s service terminates by reason of eligible retirement, (a) all of the participant’s outstanding service-based stock options and stock appreciation rights will cease vesting and may be exercised solely to the extent exercisable at the time of the participant’s retirement until the expiration of the stated period of the award, provided, however, that if the participant dies after such termination date, the options and stock appreciation rights may be exercised by the participant’s legal representative, to the extent to which they were exercisable at the time of death, for a period of twelve months from the date of death or until the expiration of the stated period of the award, whichever period is shorter, (b) if the participant has attained the age of 60 at such termination date, all vesting restrictions and conditions applicable to the participant’s outstanding service-based restricted shares will immediately lapse and such shares will be fully vested, (c) if the participant has not yet attained the age of 60 at such termination date, all time-based vesting restrictions and conditions applicable to the participant’s outstanding service-based restricted shares will continue in accordance with their terms, or until the participant’s death or permanent disability, and (d) the applicable award agreement will set forth the treatment of any other outstanding awards of the participant.
Upon a “change of control” (as defined by the Plan), (a) all outstanding service-based stock options and stock appreciation rights will become fully vested and immediately exercisable, (b) with respect to outstanding service-based restricted shares, either (i) such shares will be canceled and a cash payment will be made to each such participant in an amount equal to the highest price per share received by FedEx stockholders in connection with such change of control multiplied by the number of such unvested restricted shares then held by such participant, or (ii) all vesting restrictions and conditions applicable to such shares will immediately lapse and such shares will be fully vested, and (c) the rights of participants in connection with such change of control with respect to all other awards will be as set forth in the applicable award agreement.
In addition, the Committee may, in its discretion, accelerate the vesting or payment of awards at any time. The Committee may differentiate among participants or among awards in exercising such discretion. The Committee may not accelerate payment of any award if such acceleration would subject such payment to tax under Code Section 409A.
~~2017 Proxy Statement~~     67
~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
~~Adjustments~~
~~In the event of an equity restructuring transaction that causes theper-share~~ ~~value of FedEx common stock to change (including any stock dividend, stock split,spin-off,~~ rights offering, or large nonrecurring cash dividend), the share authorization limits under the Plan will be adjusted proportionately, and the Committee will make such adjustments to the Plan and outstanding awards as it deems necessary or appropriate, in its sole discretion, to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan. In the event of a stock split, a stock dividend, or a combination or consolidation of the outstanding common stock into a lesser number of shares, the authorization limits under the Plan will automatically be adjusted proportionately, and the shares then subject to each outstanding award will automatically be adjusted proportionately without any change in the aggregate exercise price for such award. The Plan permits the Committee to make certain discretionary adjustments to outstanding awards upon the occurrence or in anticipation of any transaction described above or any share combination, exchange or reclassification, recapitalization, merger, consolidation or other corporate reorganization affecting FedEx common stock.
~~Amendment and Termination of the Plan and of Outstanding~~
~~Awards~~
The Board of Directors or the Committee may amend, modify, suspend, discontinue or terminate the Plan at any time. However, any such amendment or modification will be subject to stockholder approval if it would (a) increase the total number of shares available for issuance pursuant to awards granted under the Plan (with the exception of certain adjustments for changes in capitalization, as discussed above), (b) delete or limit the repricing prohibition discussed below, or (c) require stockholder approval under applicable law, regulation or securities exchange rule or listing requirement. Under these rules, stockholder approval will not necessarily be required for all amendments that might increase the cost of the Plan or broaden its eligibility requirements. In addition, the Board of Directors or the Committee may condition any amendment or modification on the approval of stockholders for any other reason. No amendment, modification, suspension, discontinuance or termination of the Plan will impair the rights of any participant under any award previously granted under the Plan without such participant’s written consent, unless the Committee determines in its sole discretion that such action is not reasonably likely to significantly reduce or diminish the benefits provided to the participant under such award.
The Committee may waive any conditions or restrictions under, amend or modify the terms and conditions of, or cancel or terminate any outstanding award at any time. However, with the exception of actions taken to comply with law and subject to the provisions of the applicable award agreement, no such amendment, modification, cancellation or termination shall impair the rights of a participant under an award without such participant’s written consent, unless the Committee determines in its sole discretion that such action is not reasonably likely to significantly reduce or diminish the benefits provided to the participant under such award.
~~Repricing Prohibited~~
As indicated above, outstanding stock options and stock appreciation rights cannot be repriced, directly or indirectly, without the prior consent of FedEx’s stockholders. The exchange of an “underwater” option (~~i.e.,~~ an option having an exercise price in excess of the current market value of the underlying stock) for another award or cash would be considered an indirect repricing and would, therefore, require the prior consent of FedEx’s stockholders.
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    ~~2017 Proxy Statement~~
~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
~~Loans Prohibited~~
FedEx will not loan funds to any participant for the purpose of paying the exercise price associated with a stock option or stock appreciation right granted under the Plan or for the purpose of paying any taxes associated with the grant, exercise, lapse of restriction, vesting, distribution, payment or other taxable event involving any award under the Plan.
~~New Plan Benefits~~
The benefits that will be awarded or paid under the Plan are not currently determinable. Any future awards granted to eligible participants under the Plan will be made at the discretion of the Committee, the Board of Directors or under delegated authority, and no such determination as to future awards or who might receive them has been made.
~~Existing Plan Benefits to Named Executive Officers and Others~~
The following table sets forth with respect to each named executive officer listed in the Summary Compensation Table on page 40 and each group listed below (i) the number of shares of common stock issuable pursuant to stock options granted under the Plan and (ii) the number of restricted shares of common stock awarded under the Plan, in each case since the Plan’s inception on September 27, 2010 through July 31, 2017 (without regard to whether any grants were subsequently forfeited, terminated or canceled). It does not include any grants made during this same period under any of FedEx’s other stock option or restricted stock plans. In addition, Mr. Smith’s son, who currently serves as President and CEO of FedEx Trade Networks, has been granted 17,245 option shares and 715 restricted shares under the Plan since its inception.

      Option Shares
Granted
Since Adoption of
Plan    Restricted Shares
Granted
Since Adoption of Plan
F.W. Smith
   791,075    0
A.B. Graf, Jr.
   96,545    35,935
D.J. Bronczek
   134,105    44,715
R.B. Carter
   96,545    34,150
C.P. Richards
   96,545    34,150
T.M. Glenn
   79,285    31,075
All current executive officers as a group
   1,558,680    256,345
All currentnon-employee directors as a group
   227,600    0
All employees, excluding current executive officers but including all current officers who are not executive officers, as a group
   10,092,797    696,131
~~Foreign Jurisdictions~~
In order to foster and promote achievement of the material purposes of the Plan in foreign jurisdictions and to fairly accommodate for differences in local law, tax policy or custom, the Committee may grant awards with terms that are inconsistent with the terms of the Plan or provide additional terms. These inconsistent or additional terms may be reflected in~~sub-plans,~~ supplements or alternative versions of the Plan, but will not include any provisions that are inconsistent with the Plan then in effect unless the Plan could have been amended to eliminate such inconsistency without further approval by the stockholders.
~~Expenses~~
~~All expenses of the Plan are paid for by FedEx.~~
~~2017 Proxy Statement~~     69
~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
~~Federal Income Tax Consequences~~
The following is a brief description of the material United States federal income tax consequences associated with awards under the Plan. It is based on existing United States laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. Tax consequences in other countries may vary. This information is not intended as tax advice to anyone, including participants in the Plan.
~~Stock Options.~~~~Neither incentive stock option grants nornon-qualified~~ ~~stock option grants cause any tax consequences to the participant or FedEx at the time of grant. Upon the exercise of anon-qualified~~ stock option, the excess of the market value of the shares acquired over their exercise price is ordinary income to the participant and is deductible by FedEx. The participant’s tax basis for the shares is the market value thereof at the time of exercise. Any gain or loss realized upon a subsequent disposition of the stock will generally constitute capital gain, in connection with which FedEx will not be entitled to a tax deduction.
Upon the exercise of an incentive stock option, the participant will not realize taxable income, but the excess of the fair market value of the stock over the exercise price may give rise to alternative minimum tax. When the stock acquired upon exercise of an incentive stock option is subsequently sold, the participant will recognize income equal to the difference between the sales price and the exercise price of the option. If the sale occurs after the expiration of two years from the grant date and one year from the exercise date, the income will constitute long-term capital gain. If the sale occurs prior to that time, the participant will recognize ordinary income to the extent of the lesser of the gain realized upon the sale or the difference between the fair market value of the acquired stock at the time of exercise and the exercise price; any additional gain will constitute capital gain. FedEx will be entitled to a deduction in an amount equal to the ordinary income recognized by the participant, but no deduction in connection with any capital gain recognized by the participant. If the participant exercises an incentive stock option more than three months after his or her termination of employment due to retirement or more than twelve months after his or her termination of employment due to permanent disability, he or she is deemed to have exercised a~~non-qualified~~ ~~stock option.~~
~~Compensation realized by participants on the exercise ofnon-qualified~~ stock options or the disposition of shares acquired upon exercise of any incentive stock options should qualify as performance-based compensation under the Code and thus not be subject to the $1,000,000 deductibility limit of Code Section 162(m).
~~Stock Appreciation Rights.~~A participant granted a stock appreciation right under the Plan will not recognize income, and FedEx will not be allowed a tax deduction, at the time the award is granted. When the participant exercises the stock appreciation right, the amount of cash and the fair market value of any shares of stock or other consideration received will be ordinary income to the participant and FedEx will be allowed a corresponding federal income tax deduction at that time. Compensation realized by the participant on the exercise of the stock appreciation right should qualify as performance-based compensation under the Code and thus not be subject to the $1,000,000 deductibility limit of Code Section 162(m).
~~Restricted Stock.~~Restricted stock is not taxable to a participant at the time of grant, but instead is included in ordinary income (at its then fair market value) when the restrictions lapse. A participant may elect, however, to recognize income at the time of grant, in which case the fair market value of the restricted shares at the time of grant is included in ordinary income and there is no further income recognition when the restrictions lapse. If a participant makes such an election and thereafter forfeits the restricted shares, he or she will be entitled to no tax deduction, capital loss or other tax benefit. FedEx is entitled to a tax deduction in an amount equal to the ordinary income recognized by the participant, subject to any applicable limitations under Code Section 162(m).
A participant’s tax basis for restricted shares will be equal to the amount of ordinary income recognized by the participant. The participant will recognize capital gain (or loss) on a sale of the restricted stock if the sale price exceeds (or is lower than) such basis. The holding period for restricted shares for purposes of characterizing gain or loss on the sale of any shares as long- or short-term commences at the time the participant recognizes ordinary income pursuant to an award. FedEx is not entitled to a tax deduction corresponding to any capital gain or loss of the participant.
~~Restricted Stock Units.~~A participant will not recognize income, and FedEx will not be allowed a tax deduction, at the time a restricted stock unit award is granted. Upon receipt of shares of stock (or the equivalent value in cash or any combination of cash and FedEx common stock) in settlement of a restricted stock unit award, a participant will recognize ordinary income equal to the fair market value of the stock and cash received as of that date (less any amount he or she paid for the stock and cash), and FedEx will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).
~~Performance Awards.~~A participant will not recognize income, and FedEx will not be allowed a tax deduction, at the time a performance award is granted (for example, when the performance goals are established). Upon receipt of stock or cash (or a combination thereof) in settlement of a performance award, the participant will recognize ordinary
70
    ~~2017 Proxy Statement~~
~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES~~
income equal to the fair market value of the stock and cash received, and FedEx will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).
~~Code Section~~ ~~409A.~~ If an award is subject to Code Section 409A (which relates to nonqualified deferred compensation plans), and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. All awards that comply with the terms of the Plan, however, are intended to be exempt from the application of Code Section 409A or meet the requirements of Section 409A in order to avoid such early taxation and penalties.
~~Tax Withholding.~~FedEx has the right to deduct or withhold, or require a participant to remit to FedEx, an amount sufficient to satisfy federal, state and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan. The Committee may, at the time the award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by delivery of, or withholding from the award, shares having a fair market value on the date of withholding equal to the amount required to be withheld for tax purposes.
~~Vote Required for Approval~~
~~The affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote is required to approve the amendment to the Plan.~~
~~YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.~~
~~2017 Proxy Statement~~     71
~~EQUITY COMPENSATION PLANS~~
~~Equity Compensation Plans Approved by Stockholders~~
~~Stockholders approved FedEx’s 1997, 1999 and 2002 Stock Incentive Plans, as amended, FedEx’s Incentive Stock Plan,~~ as amended, and ~~FedEx’s 2010 Omnibus Stock Incentive~~the 2019 Plan ~~as amended.~~(the “stock plans”). Although options were still outstanding under the ~~1997, 1999 and 2002 plans and the~~2010 Omnibus Stock Incentive ~~Stock~~ Plan as of May 31, ~~2017,~~2023, no shares are available under ~~these plans~~this plan for future grants.
Equity Compensation Plans Not Approved by Stockholders
In connection with its acquisition of Caliber System, Inc. (“Caliber”) in January 1998, FedEx assumed Caliber’s officers’ deferred compensation plan. This plan was approved by Caliber’s board of directors, but not by Caliber’s or FedEx’s stockholders. Following FedEx’s acquisition of Caliber, Caliber stock units under the plan were converted to FedEx common stock equivalent units. In addition, the employer’s 50% matching contribution on compensation deferred under the plan was made in FedEx common stock equivalent units. Subject to the provisions of the plan, distributions to participants with respect to their stock units may be paid in shares of FedEx common stock on aone-for-one basis. Effective January 1, 2003, no further deferrals or employer matching contributions will be made under the plan. Participants may continue to acquire FedEx common stock equivalent units under the plan, however, pursuant to dividend equivalent rights.
Summary Table
The following table sets forth certain information as of May 31, ~~2017,~~2023, with respect to compensation plans under which shares of FedEx common stock may be issued.
Equity Compensation Plan Information
PLAN CATEGORY       NUMBER OF SHARES
TO BE ISSUED
UPON EXERCISE
OF OUTSTANDING
OPTIONS, WARRANTS,
AND RIGHTS       WEIGHTED-AVERAGE
EXERCISE PRICE
OF OUTSTANDING
OPTIONS, WARRANTS,
AND RIGHTS       NUMBER OF SHARES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
UNDER EQUITY
COMPENSATION PLANS
(EXCLUDING SHARES
REFLECTED IN
THE FIRST COLUMN)
Equity compensation plans approved
by stockholders                15,191,189 ⁽¹⁾                           $ 199.89                   14,062,311 ⁽²⁾
Equity compensation plans not approved
by stockholders 453 ⁽³⁾ N/A —
Total 15,191,642 $ 199.89 14,062,311 ⁽²⁾

Plan Category
   Number of Shares to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Shares
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Shares
Reflected in the First
Column)
Equity compensation plans approved by stockholders
   13,598,699 ⁽¹⁾ $125.66    8,304,621 ⁽²⁾
Equity compensation plans not approved by stockholders
   1,286 ⁽³⁾ N/A    —
Total
   13,599,985 $125.66    8,304,621 ⁽²⁾
⁽¹⁾
Represents shares of common stock issuable upon exercise of outstanding options granted under FedEx’s stock ~~option~~ plans. This number does not include ~~1,520~~560 shares of common stock issuable under a retirement plan assumed by FedEx for formernon-employee directors of ~~Caliber System, Inc.~~
Caliber.
⁽²⁾
Shares available for equity grants under ~~FedEx’s 2010 Omnibus Stock Incentive~~the 2019 Plan ~~as amended~~ (no more than ~~1,992,459~~908,800 of the shares available under the ~~2010 Omnibus Stock Incentive~~2019 Plan may be used for full-value awards).
⁽³⁾
Represents shares of FedEx common stock issuable pursuant to the officers’ deferred compensation plan assumed by FedEx in the Caliber acquisition as described under “— Equity Compensation Plans Not Approved by Stockholders” above.

84

Table of Contents
AUDIT MATTERS
Proposal 4
Ratification of the Appointment of the
72 Independent Registered Public Accounting Firm
    ~~2017 Proxy Statement~~
~~REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF~~Vote Required for Ratification
~~DIRECTORS~~
The Audit and Finance Committee ~~assists the Board of Directors in its oversight of~~is responsible for selecting FedEx’s ~~financial reporting process. The Audit Committee’s responsibilities are more fully described in its charter, which~~independent registered public accounting firm. Accordingly, stockholder approval is ~~available on the Investor Relations page of the FedEx website at~~~~http://investors.fedex.com~~ ~~in the Governance~~not required to appoint Ernst & ~~Citizenship section under “Committee Charters.”~~
~~Management has the primary responsibility for the financial statements and the financial reporting process, including internal control over financial reporting.~~Young as FedEx’s independent registered public accounting firm for fiscal year 2024. The Board of Directors believes, however, that submitting the appointment of Ernst & Young to the stockholders for ratification is ~~responsible for performing an audit~~a matter of ~~FedEx’s consolidated financial statements~~good corporate governance. If the stockholders do not ratify the appointment, the Audit and ~~expressing an opinion on~~Finance Committee will review its future selection of the ~~fair presentation~~independent registered public accounting firm.
The ratification of ~~those financial statements in conformity with United States generally accepted accounting principles. The~~the appointment of Ernst & Young as FedEx’s independent registered public accounting firm ~~also is responsible for performing an audit~~requires the affirmative vote of ~~and expressing an opinion on the effectiveness of FedEx’s internal control over financial reporting.~~
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements for the fiscal year ended May 31, 2017, including a ~~discussion of, among other things:~~
~~the acceptability and quality~~majority of the ~~accounting principles;~~
shares present at the ~~reasonableness of significant accounting judgments~~meeting, in person or represented by proxy, and ~~critical accounting policies and estimates;~~
~~the clarity of disclosures in the financial statements; and~~
the adequacy and effectiveness of FedEx’s financial reporting procedures, disclosure controls and procedures and internal control over financial reporting, including management’s assessment and report on internal control over financial reporting.
~~The Audit Committee also reviewed with the Chief Executive Officer and Chief Financial Officer of FedEx their respective certifications with respect~~entitled to ~~FedEx’s Annual Report onForm 10-K~~ ~~for the fiscal year ended May 31, 2017.~~
The Audit Committee reviewed and discussed with the independent registered public accounting firm the audited consolidated financial statements for the fiscal year ended May 31, 2017, the firm’s judgments as to the acceptability and quality of FedEx’s accounting principles and such other matters as are required to be discussed with the Audit Committee under the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), including those matters required to be discussed by Auditing Standard No. 1301,~~Communications with Audit Committees~~~~. The Audit Committee also reviewed and discussed with the independent registered public accounting firm its audit of the effectiveness of FedEx’s internal control over financial reporting.~~
In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm the firm’s independence.
The Audit Committee discussed with FedEx’s senior internal audit executive and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the senior internal audit executive and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of FedEx’s internal controls and the overall quality of FedEx’s financial reporting.
In reliance on the reviews and discussions referred to above, and the receipt of unqualified opinions from Ernst & Young LLP dated July 17, 2017, with respect to the consolidated financial statements of FedEx as of and for the fiscal year ended May 31, 2017, and with respect to the effectiveness of FedEx’s internal control over financial reporting, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited consolidated financial statements be included in FedEx’s Annual Report on~~Form 10-K~~ ~~for the fiscal year ended May 31, 2017, for filing with the Securities and Exchange Commission.~~
~~Audit Committee Members~~
~~John A. Edwardson —~~~~Chairman~~
~~Kimberly A. Jabal~~
~~Shirley Ann Jackson~~
~~R. Brad Martin~~
~~Joshua Cooper Ramo~~
vote.
~~2017 Proxy Statement~~     73
~~AUDIT ANDNON-AUDIT~~ ~~FEES~~
The following table sets forth fees for services Ernst & Young LLP provided to FedEx during fiscal 2017 and 2016, which were preapproved by FedEx’s Audit Committee in accordance with the Policy on Engagement of Independent Auditor (discussed on the following page):

      2017    2016
Audit fees
   $ 31,267,000    $ 20,343,000
Audit-related fees
   713,000    643,000
Tax fees
   1,835,000    322,000
All other fees
   129,000    1,888,000
Total
   $ 33,944,000    $ 23,196,000
•
~~Audit Fees.~~~~Represents fees for professional services provided for the audit~~Your Board of FedEx’s annual financial statements, the audit of FedEx’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, the review of FedEx’s quarterly financial statements, audit services provided in connection with other statutory or regulatory filings, and consents and comfort letters in connection with registered securities offerings and registration statements. The year-over-year increase in audit fees was due to the inclusion of TNT Express (which was acquired on May 25, 2016) and related statutory audits.
•
~~Audit-Related Fees.~~Represents fees for assurance and other services related to the audit of FedEx’s financial statements. The fees for fiscal 2017 and fiscal 2016 were for benefit plan audits and international accounting and reporting compliance.
•
~~Tax Fees.~~Represents fees for professional services provided primarily for domestic and international tax compliance and advice and expatriate/global mobility compliance services. Tax compliance and preparation fees totaled $482,000 and $115,000 in fiscal 2017 and 2016, respectively.
•
~~All Other Fees.~~Represents fees for products and services provided to FedEx not otherwise included in the categories above. The fees for fiscal 2017 were for online technical resources, employee benefit plan compliance reviews, and acquisition integration planning advisory services. The fees for fiscal 2016 were for online technical resources, acquisition integration planning advisory services, and due diligence services in connection with the acquisition of TNT Express.
~~FedEx’s Audit Committee has determined that the provision ofnon-audit~~ ~~services by Ernst & Young is compatible with maintaining Ernst & Young’s independence.~~
74
    ~~2017 Proxy Statement~~
Directors recommends that you vote “FOR” this proposal.
~~PROPOSAL 5 — RATIFICATION OF THE APPOINTMENT~~
~~OF THE INDEPENDENT REGISTERED PUBLIC~~
~~ACCOUNTING FIRM~~
Appointment of Independent Registered Public Accounting Firm
Ernst & Young ~~LLP~~ audited FedEx’s annual financial statements for the fiscal year ended May 31, ~~2017,~~2023, and FedEx’s internal control over financial reporting as of May 31, ~~2017.~~2023. The Audit and Finance Committee has appointed Ernst & Young to be FedEx’s independent registered public accounting firm for the fiscal year ending May 31, ~~2018.~~2024.
Ernst & Young has been FedEx’s external auditor continuously since 2002. The members of the Audit and Finance Committee and the Board of Directors believe that the continued retention of Ernst & Young to serve as FedEx’s independent registered public accounting firm is in the best interests of the company and our stockholders.
The stockholders are asked to ratify this appointment at the annual meeting. Representatives of Ernst & Young will ~~be present at~~attend the meeting to respond to appropriate questions and to make a statement if they so desire.
Policies Regarding Independent Auditor
The Audit and Finance Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm, including the audit fee negotiations associated with the retention of the firm. Additionally, in conjunction with the mandated rotation of the independent registered public accounting firm’s lead engagement partner, the Audit and Finance Committee and its chairperson are directly involved in the selection of any new lead engagement partner. To help ensure the independence of the independent registered public accounting firm, the Audit and Finance Committee has adopted two policies: the Policy on Engagement of Independent ~~Auditor;~~Auditor and the Policy on Hiring Certain Employees and Partners of the Independent Auditor.
Pursuant to the Policy on Engagement of Independent Auditor, the Audit and Finance Committee preapproves all audit services andnon-audit services to be provided to FedEx by its independent registered public accounting firm. The Audit and Finance Committee may delegate to one or more of its members the authority to grant the required approvals, provided that any exercise of such authority is reported at the next Audit and Finance Committee meeting.
The Audit and Finance Committee may preapprove for up to one year in advance the provision of particular types of permissible routine and recurring audit-related, tax, and othernon-audit services, in each case described in reasonable detail and subject to a specific annual monetary limit also approved by the Audit and Finance Committee. The Audit and Finance Committee must be informed about each such service that is actually provided. In cases where a service is not covered by one of those approvals, the service must be specifically preapproved by the Audit and Finance Committee no earlier than one year prior to the commencement of the service.
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Audit Matters – Report of the Audit and Finance Committee of the Board of Directors
Each audit ornon-audit service that is approved by the Audit and Finance Committee (excluding tax services performed in the ordinary course of FedEx’s business and excluding other services for which the aggregate fees are expected to be less than $50,000) will be reflected in a written engagement letter or writing specifying the services to be performed and the cost of such services, which will be signed by either a member of the Audit and Finance Committee or by an officer of FedEx authorized by the Audit and Finance Committee to sign on behalf of FedEx.
The Audit and Finance Committee will not approve or pre-concur any prohibitednon-audit service or anynon-audit service that individually or in the aggregate may impair, in the Audit and Finance Committee’s opinion, the independence of the independent registered public accounting firm.
In addition, the policy provides that FedEx’s independent registered public accounting firm may not provide any services, including financial counseling and tax services, to any FedEx officer, Audit and Finance Committee member, or FedEx managing director (or its equivalent) in the Finance department or to any immediate family member of any such person. The Policy on Engagement of Independent Auditor is available inunder the ~~Governance & Citizenship section under “Policies and Guidelines” of~~ESG heading below “Governance” on the Investor Relations page of our website at ~~http://investors.fedex.com~~.investors.fedex.com.
Pursuant to the Policy on Hiring Certain Employees and Partners of the Independent Auditor, FedEx will not hire a person who is concurrently a partner or other professional
~~2017 Proxy Statement~~     75
~~PROPOSAL 5 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~
employee of the independent registered public accounting firm or, in certain cases, an immediate family member of such a person. Additionally, FedEx will not hire a former partner or professional employee of the independent registered public accounting firm in an accounting role or a financial reporting oversight role if he or she remains in a position to influence the independent registered public accounting firm’s operations or policies, has capital balances in the independent registered public accounting firm, or maintains certain other financial arrangements with the independent registered public accounting firm. FedEx will not hire a former member of the independent registered public accounting firm’s audit engagement team (with certain exceptions) in a financial reporting oversight role without waiting for a required~~“cooling-off”~~ “cooling-off” period to elapse.
FedEx’s Executive Vice President and Chief Financial Officer must preapprove any hire who was employed during the preceding three years by the independent registered public accounting firm, and report at least annually all such hires to the Audit and Finance Committee.
Report of the Audit and Finance Committee of the Board of Directors
~~Vote Required For Ratification~~
The Audit and Finance Committee assists the Board of Directors in its oversight of FedEx’s financial reporting process. The Audit and Finance Committee’s responsibilities are more fully described in its charter, which is ~~responsible~~available on the Investor Relations page of the FedEx website at investors.fedex.com/esg/board-of-directors/committee-charters/audit-committee-charter.
Management has the primary responsibility for ~~selecting FedEx’s independent registered public accounting firm. Accordingly, stockholder approval is not required to appoint Ernst & Young as~~the financial statements and the financial reporting process, including internal control over financial reporting. FedEx’s independent registered public accounting firm is responsible for performing an audit of FedEx’s consolidated financial statements and expressing an opinion on the fair presentation of those financial statements in conformity with United States generally accepted accounting principles. The independent registered public accounting firm also is responsible for performing an audit of and expressing an opinion on the effectiveness of FedEx’s internal control over financial reporting.
In fulfilling its oversight responsibilities, the Audit and Finance Committee reviewed and discussed with management the audited consolidated financial statements for the fiscal year ~~2018.~~ ended May 31, 2023, including a discussion of, among other things:
The acceptability and quality of the accounting principles;
The reasonableness of significant accounting judgments and critical accounting policies and estimates;
The clarity of disclosures in the financial statements; and
The adequacy and effectiveness of FedEx’s financial reporting procedures, disclosure controls and procedures, and internal control over financial reporting, including management’s assessment and report on internal control over financial reporting.
The Audit and Finance Committee also reviewed with the Chief Executive Officer and Chief Financial Officer of FedEx their respective certifications with respect to FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023.
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Audit Matters – Report of the Audit and Finance Committee of the Board of Directors believes, however, that submitting the appointment of Ernst & Young to the stockholders for ratification is a matter of good corporate governance. If the stockholders do not ratify the appointment, the
The Audit and Finance Committee ~~will review its future selection of~~reviewed and discussed with the independent registered public accounting ~~firm.~~
~~The ratification~~firm the audited consolidated financial statements for the fiscal year ended May 31, 2023, the firm’s judgments as to the acceptability and quality of FedEx’s accounting principles, and such other matters as are required to be discussed with the Audit and Finance Committee by the applicable requirements of the ~~appointment of Ernst & Young as FedEx’s~~Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The Audit and Finance Committee also reviewed and discussed with the independent registered public accounting firm ~~requires the affirmative vote of a majority~~its audit of the ~~shares~~effectiveness of FedEx’s internal control over financial reporting.
In addition, the Audit and Finance Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit and Finance Committee concerning independence and discussed with the independent registered public accounting firm the firm’s independence.
The Audit and Finance Committee discussed with FedEx’s senior internal audit executive and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit and Finance Committee meets with the senior internal audit executive and the independent registered public accounting firm, with and without management present, atto discuss the ~~meeting,~~results of their examinations, their evaluations of FedEx’s internal controls, and the overall quality of FedEx’s financial reporting.
In reliance on the reviews and discussions referred to above, and the receipt of unqualified opinions from Ernst & Young LLP dated July 17, 2023, with respect to the consolidated financial statements of FedEx as of and for the fiscal year ended May 31, 2023, and with respect to the effectiveness of FedEx’s internal control over financial reporting, the Audit and Finance Committee recommended to the Board of Directors, and the Board approved, that the audited consolidated financial statements be included in ~~person or represented by proxy,~~FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023, for filing with the SEC.
Audit and ~~entitled to vote.~~
~~YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL.~~
Finance Committee Members
R. BRAD MARTIN
Chair MARVIN R. ELLISON KIMBERLY A. JABAL
76
AMY B. LANE FREDERICK P. PERPALL

2023 Proxy Statement
    ~~2017~~87

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Audit Matters – Audit and Non-Audit Fees
Audit and Non-Audit Fees
The following table sets forth fees for services Ernst & Young provided to FedEx during fiscal 2023 and 2022, which were preapproved by FedEx’s Audit and Finance Committee in accordance with the Policy on Engagement of Independent Auditor (discussed above):
      2023       2022
Audit $ 32,617,000 $ 31,050,000
Audit-related fees 1,704,000 1,732,000
Tax fees 5,188,000 4,120,000
All other fees 6,000 6,000
Total $ 39,515,000 $ 36,908,000
Audit Fees. Represents fees for professional services provided for the audit of FedEx’s annual financial statements, the audit of FedEx’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, the review of FedEx’s quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings.
Audit-Related Fees. Represents fees for assurance and other services related to the audit of FedEx’s financial statements. The fees for fiscal 2023 and fiscal 2022 were for benefit plan audits, international accounting and reporting compliance, and system and organization controls (SOC) assessments and reports.
Tax Fees. Represents fees for professional services provided primarily for international tax compliance and domestic and international tax advisory services. Tax compliance and preparation fees totaled $3,530,000 and $2,900,000 in fiscal 2023 and 2022, respectively.
All Other Fees. Represents fees for products and services provided to FedEx not otherwise included in the categories above. The fees for fiscal 2023 and fiscal 2022 were for online technical resources.
FedEx’s Audit and Finance Committee has determined that the provision of non-audit services by Ernst & Young is compatible with maintaining Ernst & Young’s independence.
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STOCK OWNERSHIP
Directors and Executive Officers
The following table sets forth the amount of FedEx’s common stock beneficially owned by each director, each named executive officer included in the Summary Compensation Table, and all directors and executive officers as a group, as of July 27, 2023. Unless otherwise indicated, beneficial ownership is direct and the person shown has sole voting and investment power.
COMMON STOCK BENEFICIALLY OWNED
NAME OF BENEFICIAL OWNER       NUMBER OF
SHARES       NUMBER OF
OPTION SHARES⁽¹⁾       PERCENT OF
CLASS⁽²⁾
Frederick W. Smith 19,506,433 ⁽³⁾ 1,162,652 8.18 %
Marvin R. Ellison 5,943 26,685 *
Stephen E. Gorman 1,258 — *
Susan Patricia Griffith 4,027 ⁽⁴⁾ 14,888 *
Kimberly A. Jabal 3,213 ⁽⁵⁾ 12,810 *
Amy B. Lane 2,359 840 *
R. Brad Martin 70,874 ⁽⁶⁾ 26,685 *
Frederick P. Perpall 1,178 1,992 *
Nancy A. Norton — — *
Joshua Cooper Ramo 4,491 24,150 *
Susan C. Schwab 6,853 26,685 *
David P. Steiner 32,738 26,685 *
Rajesh Subramaniam 92,323 ⁽⁷⁾ 184,628 *
Paul S. Walsh 14,000 26,685 *
Michael C. Lenz 22,478 66,443 *
Robert B. Carter 61,821 ⁽⁸⁾ 125,286 *
Mark R. Allen 37,249 ⁽⁹⁾ 100,036 *
All directors and executive officers as a group (22 persons) 20,068,607 ⁽¹⁰⁾ 2,061,992           8.73 %
* Less than 1% of FedEx’s outstanding common stock.
⁽¹⁾ Reflects the number of shares that can be acquired at July 27, 2023, or within 60 days thereafter through the exercise of stock options. These shares are excluded from the column headed “Number of Shares,” but included in the ownership percentages reported in the column headed “Percent of Class.”
⁽²⁾ Based on 251,510,398 shares outstanding on July 27, 2023.
⁽³⁾ Includes 14,459,759 shares owned by Mr. Smith (as of July 27, 2023, 2,010,000 of such shares have been pledged as security by Mr. Smith), 4,141,280 shares owned by Frederick Smith Enterprise Company, Inc. (“Enterprise”), a family holding company (as of July 27, 2023, 200,000 of such shares have been pledged as security by Enterprise), 902,018 shares held through grantor retained annuity trusts, and 736 shares owned by Mr. Smith’s spouse. Regions Bank, Memphis, Tennessee, as trustee of a trust of which Mr. Smith is the lifetime beneficiary, holds 55% of Enterprise’s outstanding stock, and Mr. Smith owns 45% directly. Includes 2,640 shares held in FedEx’s retirement savings plan. Mr. Smith’s business address is 942 South Shady Grove Road, Memphis, Tennessee 38120.
⁽⁴⁾ Includes 1,000 shares owned by Susan P. Griffith Living Trust.
⁽⁵⁾ All 3,213 shares owned by KJ Family Trust.
⁽⁶⁾ Includes 7,250 shares owned by R. Brad Martin Family Foundation, 2,250 shares in children’s trusts, and 2,100 shares owned by Mr. Martin’s spouse.
⁽⁷⁾ Includes 43,032 shares owned by a family trust.
⁽⁸⁾ Includes 2,946 shares owned by Mr. Carter’s spouse.
⁽⁹⁾ Includes 398 shares held in FedEx’s retirement savings plan.
⁽¹⁰⁾ Includes the shares reflected in footnotes 3-9 above and 63,019 shares held in trusts.

2023 Proxy Statement
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Stock Ownership – Significant Stockholders
Significant Stockholders
The following table lists certain persons known by FedEx to own beneficially more than five percent of FedEx’s outstanding shares of common stock as of March 31, 2023.
      AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP       PERCENT OF CLASS
The Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, Pennsylvania 18,729,699 ⁽¹⁾ 7.44 %
Dodge & Cox
555 California Street, 40^th Floor
San Francisco, California 94104 16,885,389 ⁽²⁾ 6.71 %
BlackRock, Inc.
55 East 52^nd Street
New York, New York 10055 16,052,055 ⁽³⁾ 6.38 %
PRIMECAP Management Company
177 East Colorado Boulevard, 11^th Floor
Pasadena, California 91105 13,568,892 ⁽⁴⁾ 5.39 %
⁽¹⁾ Based solely upon a Form 13F filed with the SEC on May 15, 2023, The Vanguard Group, Inc., a registered investment advisor, did not have sole voting power over any shares, had sole investment power over 17,733,530 shares, and shared investment power over 996,169 shares.
⁽²⁾ Based solely upon a Form 13F filed with the SEC on May 12, 2023, Dodge & Cox, a registered investment advisor, had sole voting power over 15,920,339 shares and sole investment power over all 16,885,389 shares.
⁽³⁾ Based solely upon a Form 13F filed with the SEC on May 15, 2023, BlackRock, Inc. is the parent holding company of certain institutional investment managers, which collectively had shared investment power over all 16,052,055 shares, had sole voting power over 14,258,388 shares, and shared voting power over 495 shares.
⁽⁴⁾ Based solely upon a Form 13F filed with the SEC on May 15, 2023, PRIMECAP Management Company, a registered investment advisor, had sole voting power and sole investment power over all 13,568,392 shares.

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STOCKHOLDER PROPOSALS
Proposal 5
Amend Clawback Policy for
Unearned Pay for Each Section
16 Officer

~~PROPOSAL 6 — STOCKHOLDER PROPOSAL:~~
~~SHAREHOLDER PROXY ACCESS REVISIONS~~
✕ Your Board of Directors recommends that you vote “AGAINST” this proposal.
FedEx is not responsible for the content of this stockholder proposal or supporting statement.
FedEx has been notified that ~~Myra K. Young, 9295 Yorkship Court, Elk Grove,~~John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California ~~95758,~~90278, the beneficial owner for at least three years of 50 shares of FedEx common stock having a value of at least $2,000, intends to present the following proposal for consideration at the annual meeting:
“~~RESOLVED:~~ Proposal 5 – Amend Clawback Policy for Unearned Pay for Each Section 16 Officer
Shareholders ask our Board to amend the Company Policy on recoupment of ~~FedEx Corporation (the “Company”) ask~~incentive pay to apply to the ~~board~~each Section 16 Officers and to state that conduct – not intentional misconduct – may trigger application of ~~directors (the “Board”)~~that policy. Also the Board is to ~~revise its “Nominations~~report to shareholders in an EDGAR filing the results of ~~Directors Included in~~any deliberations about whether or not to cancel or seek recoupment of compensation paid, granted or awarded to Section 16 Officers.
These amendments should operate prospectively and be implemented so as not to violate any contract, compensation plan, law or regulation. This includes that at the ~~Corporation’s Proxy Materials” bylaw and other associated provisions, to ensure the following:~~
~~The number of shareholder-nominated candidates eligible to appear in proxy materials should be one quarter~~time of the ~~directors then serving~~amendment that no section of such revised policy be adopted that would act against this proposal and make it more difficult to clawback unearned Section 16 Officer pay and that no section of such revised policy shall further restrict the current policy.
The current FedEx policy applies only to fraud or ~~two, whichever~~intentional misconduct.
The current FedEx policy requires no report to shareholders.
Because the FedEx clawback policy is ~~greater.~~
~~There should be no limitation on the number of~~limited to fraud or intentional misconduct and does not require disclosure to shareholders, that ~~can aggregate their shares~~policy is too narrow, too vague, and does not address situations where an executive fails to ~~achieve~~exercise oversight responsibilities that result in significant financial or reputational damage to FedEx. It should.
A clawback policy based on conduct – not intentional misconduct is consistent with a 2022 rule from the ~~3% “Minimum Number”~~Securities and Exchange Commission that requires a clawback of ~~shares required~~erroneously awarded incentive pay – even with no misconduct – if a company restates its financial statements owing to ~~nominate.~~
~~Supporting Statement:~~material errors.
~~Research suggests three women may constitute~~Wells Fargo offers a ~~critical mass~~prime example of why FedEx needs a stronger policy. After Congressional hearings in 2016, Wells Fargo agreed to pay $185 million to resolve claims of fraudulent sales practices. Wells Fargo’s board then moved to claw back $136 million from two top executives. Wells Fargo unfortunately concluded that the CEO had only turned a blind eye to the practice of opening fraudulent accounts.
Please vote yes:
Amend Clawback Policy for reframing the decision-making culture of boards. (https://www.wcwonline.org/pdf/CriticalMassExecSummary.pdf) Similarly, having up to three shareholder-nominated directors (given the current FedEx Board size) may help ensure not only participation on each of the four committees but a critical massUnearned Pay for ~~bringing a shareholder perspective to Board decisions.~~
Our Company’s current limitation of twenty participants in nominating groups arguably provides proxy access in name only. For example, although 71 funds held an average of 0.15% or more of FedEx shares at the end of 2016, only 46 held that amount during each reporting quarter for the full~~3-year~~ period required by the bylaws. The largest mainstream fund owners of FedEx have never even submitted shareholder proposals. They are highly unlikely to invoke proxy access, which would require considerably more effort.
~~A study(http://www.cii.org/files/publications/misc/08_05_15_Best%20Practices%20-%20Proxy%20Access.pdf)~~ by the Council of Institutional Investors (CII), “highlights the most troublesome provisions” in proxy access bylaws, such as the fact that even if the 20 largest public pension fund members were able to aggregate their shares, they would not meet the required 3% holding criteria. CII is a nonprofit, association of corporate, public and union pensions and endowments – the types of funds most likely to invoke proxy access.
~~The SEC vacated its universal proxy access Rule14a-11(https://www.sec.gov/rules/final/2010/33-9136.pdf)~~ after a court decision primarily focused on its cost-benefit analysis. That rule specified a 25% limitation on shareholder nominated candidates and no limitation on the number of shareholders that could form nominating groups. Based on that rule,~~Proxy Access in the United States:~~~~Revisiting the Proposed SEC Rule~~ (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1) by CFA Institute, found proxy access would “benefit both the markets and corporate boardrooms, with little cost or disruption,” raising US market capitalization by up to $140.3 billion.~~Public Versus Private Provision of Governance: The Case of Proxy Access~~ ~~(http://ssrn.com/abstract=2635695) found a 0.5 percent average increase in shareholder value for proxy access targeted firms.~~
Many corporate boards have adopted proxy access bylaws that significantly impair the ability of shareholders to form viable nominating groups and unnecessarily limit shareholder voice on the Board. Amendment of FedEx bylaws, as requested above, would ease the formation of proxy access nominating groups and would ensure more healthy competition for directors.
~~Increase Shareholder Value~~
~~Vote for Shareholder Proxy Access Enhancement~~Each Section 16 Officer – Proposal 6”
5”

2023 Proxy Statement       ~~2017 Proxy Statement~~     7791

~~PROPOSAL 6 — STOCKHOLDER PROPOSAL: SHAREHOLDER PROXY ACCESS REVISIONS~~
Table of Contents
Stockholder Proposals – Proposal 5 – Amend Clawback Policy for Unearned Pay for Each Section 16 Officer
Board of Directors’ Statement in Opposition
The Board of Directors and its ~~Nominating &~~Compensation and Human Resources and Governance, ~~Committee~~Safety, and Public Policy Committees have considered this proposal and concluded that its adoption is unnecessary and not in the best interests of our stockholders.
~~Our stockholders already~~We have ~~meaningful~~adopted a new Policy on Recoupment of Incentive Compensation to require the clawback of executive compensation regardless of personal culpability following a material financial restatement. In June 2023, the Board of Directors, upon the recommendation of the Compensation and ~~appropriate proxy access rights. The requested changes are unnecessary~~Human Resources Committee, adopted a new Policy on Recoupment of Incentive Compensation, or clawback policy. Pursuant to new Securities and ~~potentially disruptive.~~Exchange Commission (“SEC”) rules implementing the executive compensation clawback requirement mandated by the Dodd-Frank Act and subsequent listing standard adopted by the New York Stock Exchange (“NYSE”), the policy requires the clawback of erroneously awarded incentive compensation paid to an executive officer based on financial results that were subsequently restated as a result of material noncompliance with the U.S federal securities laws, regardless of the executive’s personal culpability.
For more information, see our Policy on Recoupment of Incentive Compensation (which is available under the ESG heading on the Investor Relations page of our website at investors.fedex.com) and “Executive Compensation — Compensation Discussion and Analysis — Compensation Objectives and Design-Related Features — Align Management and Stockholder Interests — Clawback Policies” on page 46.
To align with new guidance from the U.S. Department of Justice (the “DOJ”), we recently adopted an additional clawback policy to enable the recoupment of executive compensation in certain circumstances outside the context of a financial restatement. In March ~~2016,~~2023, the DOJ updated its Evaluation of Corporate Compliance Programs to include guidance around the use of compensation clawback provisions. To align with this new guidance, in July 2023, the Board of Directors, upon the recommendation of the Compensation and Human Resources Committee, adopted a second clawback policy, which applies to the company’s current or former Section 16 officers, and enables the recoupment of incentive compensation in certain circumstances outside the context of a financial restatement. The policy authorizes the Compensation and Human Resources Committee, in its sole discretion, to require the return, repayment, or forfeiture of incentive compensation when it is determined that a Section 16 officer engaged in fraud or willful misconduct in the performance of his or her duties that resulted in reputational or financial harm to FedEx. This policy is also available under the ESG heading below “Governance” on the Investor Relations page of our website at investors.fedex.com.
The proposed disclosure requirement is overly prescriptive, may deprive the Board of discretion, and may result in disclosure that is misleading to stockholders. Pursuant to the SEC rules and NYSE listing standard referenced above, we are already required to make detailed disclosures regarding the application of the clawback policy mandated by the Dodd-Frank Act in the event of a financial restatement beginning in next year’s proxy statement. We believe that it is appropriate for decisions regarding additional voluntary disclosure to be made on a case-by-case basis, taking into account applicable legal requirements, the desire of investors to receive information, as well as confidentiality and commercial considerations. As a result, mandating disclosure of all Board deliberations regarding potential clawbacks, regardless of whether the Board determines that an executive’s actions ultimately constituted a policy violation, is inappropriate because it would deprive the Board of the ability to exercise judgment and discretion with respect to the disclosure of potentially sensitive information.
Further, a statement that no clawback was made in connection with a Board deliberation could lead stockholders to inaccurately conclude that FedEx is not taking action to address misconduct or other issues within the company. FedEx does not tolerate misconduct by its executives or other employees. However, recoupment of compensation is not the only action that is available to address misconduct. Alternative responses may include changes in job responsibility, further training, disciplinary action including termination, or alterations to compensation plans in future years—all of which might be reasonable corrective actions under certain circumstances to address misconduct but would not be disclosed in connection with the proposal’s request.
Our management team and Board of Directors are committed to achieving and maintaining a culture of and reputation for the highest levels of ethics, integrity, and reliability. At FedEx, we run our business with an absolute commitment to safety, ethics, integrity, and reliability in our global operations. Guided by the FedEx Code of Conduct (which is available under the ESG heading on the Investor Relations page of our website at investors.fedex.com) and our various reporting channels, we foster a “speak up” culture in which employees are comfortable raising concerns without fear of retaliation. We also maintain a culture of accountability in which ethical conduct is encouraged and rewarded and wrongful conduct is consistently disciplined and remediated. The Audit and Finance Committee of our Board of Directors ~~approved amendments~~reviews and discusses with management major financial and other risk exposures and the steps management has taken to ~~our Bylaws to implement a proxy access framework that strikes~~monitor and control such exposures, as well as the ~~right balance between promoting stockholder nomination rights~~implementation and ~~protecting the interests of all our stockholders.~~
~~Specifically, our proxy access bylaw permits a stockholder, or a group of up to 20 stockholders, owning at least 3%~~effectiveness of FedEx’s ~~outstanding shares~~compliance and ethics programs, including the Code of common stock continuously for at least three years, to nominate and include in FedEx’s proxy materials director nominees constituting up to two individuals or 20% of the Board, whichever is greater, provided that the stockholder(s)Conduct and the ~~nominee(s) satisfy the requirements specified in the Bylaws.~~
Prior to the Board’s adoption of the proxy access bylaw, we consulted with many of our largest institutional stockholders in order to understand their views and policies regarding proxy access, including the specific provisions they considered important. We spoke with, or otherwise received feedback from, representatives of stockholders owning nearly half of our then-outstanding shares. We also spoke with a representative of the proponent of the proxy access stockholder proposal that was approved at our 2015 annual meeting of stockholders. Substantially all of these stockholders indicated their support for a proxy access bylaw with terms consistent with those now included in our Bylaws (as described above).
~~Based~~FedEx Alert Line. For more information on the ~~feedback from our stockholders, and the Board’s assessment~~role of the relative merits of the various proxy access formulations, our Board of Directors adopted a proxy access regime that provides stockholders with meaningful proxy access rights, while protecting the interests of all our stockholders by mitigating the risk of misuse of proxy access, including utilization by stockholders pursuing objectives that are not broadly supported by other stockholders.
~~The terms adopted by the Board were and remain consistent with the prevailing practices of other large U.S. public companies with proxy access rights.~~
The changes to our proxy access bylaw requested by the proposal are not necessary to provide for a meaningful proxy access process and may be potentially disruptive to the effective functioning of our Board, as discussed below.
~~Our current limit on the number of director nominees is meaningful and mitigates the risk of disrupting the Board’s~~~~effectiveness.~~ The maximum number of director nominees who can be nominated under our proxy access bylaw is two individuals or 20% of the Board, whichever is greater. This limit strikes the appropriate balance between allowing a sufficient number of stockholder-selected nominees to have a meaningful effect on the Board, while mitigating the risk of excessive disruption of the Board’s continuity and operations and the balance of director experience, skills and other attributes the Board seeks to achieve through the regular nomination process.
~~The proposal’s director nominee limit ofone-quarter~~ of the Board or two individuals, whichever is greater, exacerbates the risk that excessive director turnover would disrupt the Board’s effectiveness. We also believe that raising the director nominee limit could have unintended consequences that could have an adverse impact on long-term stockholder value, including laying the groundwork for effecting a change of control and encouraging the pursuit of special interests at the expense of a holistic, long-term strategic view.
~~The absence of a limit on the number of stockholders who can form a group could result in an excessive administrative burden and expense for the company.~~ Our proxy access bylaw includes a stockholder group aggregation limit of 20 eligible holders. We treat the following as a single eligible holder: (1) funds under common management and investment control; (2) funds under common management and funded primarily by the same employer; and (3) a “family of investment companies” or a “group of investment companies” (each as defined in the Investment Company Act of 1940, as amended). Counting such funds and investment companies as a single eligible holder provides our stockholders with a greater ability to reach the 3% ownership threshold with up to 20 eligible holders.
We believe that a reasonable stockholder group aggregation limit — such as the one contained in our Bylaws — is appropriate in order to reduce potential administrative costs for the company and help reduce the risk of abuse of proxy access rights. In the absence of such a limit, we could be required to make burdensome and time-consuming inquiries into the nature and duration of the share ownership of an unlimited number of stockholders participating in a proxy access nomination in order to verify their required share ownership.
~~Our corporate governance policies, including proxy access, ensure that~~ the Board of Directors ~~is held accountable~~ and ~~provide stockholders~~its committees in risk oversight at FedEx, see “Corporate Governance Matters — The Board’s Role and Responsibilities — Board Risk Oversight” on page 26.

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Stockholder Proposals – Proposal 6 – Just Transition Report
During 2023, FedEx ranked 18^thin FORTUNE magazine’s “World’s Most Admired Companies” list –– the 23^rdconsecutive year FedEx has ranked among the top 20 in the FORTUNE Most Admired Companies list, with ~~access to~~15 of those years ranking among the ~~Board.~~ ~~Our Board~~top 10. Additionally, in 2023, Ethisphere, a global leader in defining and advancing the standards of ~~Directors is composed of independent, active and effective directors. Five~~ethical business practices, named FedEx as one of the ~~Board’s eleven independent directors~~World’s Most Ethical Companies®.
78
    ~~2017 Proxy Statement~~
~~PROPOSAL 6 — STOCKHOLDER PROPOSAL: SHAREHOLDER PROXY ACCESS REVISIONS~~
have been added since 2011. The Board is accountable to FedEx’s stockholders through the shareholder rights, including a meaningful proxy access right, that are embedded in our governing documents. For example:
~~All directors are elected annually;~~
Our Bylaws require that we use a majority-voting standard in uncontested director elections and include a resignation requirement for directors who fail to receive the required majority vote. The Bylaws also prohibit the Board from changing back to a plurality-voting standard without the approval of our stockholders;
~~All supermajority stockholder voting requirements in our Certificate of Incorporation and Bylaws have been eliminated;~~
~~Our Bylaws require stockholder approval for any future “poison pill” prior to or within twelve months after adoption of the poison pill; and~~
~~Stockholders are allowed to call a special stockholders’ meeting, subject to the conditions set forth in our Bylaws.~~
~~In addition to proxy access, our stockholders currently have the right to:~~
~~Communicate directly with any director (including our Lead Independent Director), any Board committee or the full Board;~~
~~Propose director nominees to the Nominating & Governance Committee, as discussed above;~~
~~Submit proposals like this one for inclusion in FedEx’s proxy statement, subject to the rules and regulations of the Securities and Exchange Commission; and~~
~~Submit other proposals, including nominations of director candidates, directly at an annual meeting, subject to our Bylaws.~~
We believe that our existing corporate governance policies provide the appropriate balance between ensuring Board accountability to stockholders and enabling the Board to effectively oversee FedEx’s business and affairs for the long-term benefit of stockholders. In addition, these policies provide our stockholders with meaningful access to Board members.
~~For these reasons, this proposal is unnecessary and not in the best interests of our stockholders.~~ We believe our ~~current proxy access bylaw provides a meaningful proxy access right that appropriately balances~~recently adopted clawback policies, along with our corporate culture, alleviate the ~~benefits and risks of proxy access, and that adoption of the provisions sought by~~concerns cited in this ~~proposal would unnecessarily disrupt that balance.~~proposal. Accordingly, we recommend that you vote against this proposal.

Vote Required for Approval
If this proposal is properly presented at the meeting, approval requires the affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote.
~~YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL.~~

Proposal 6
“Just Transition” Report

~~2017 Proxy Statement~~     79✕ Your Board of Directors recommends that you vote “AGAINST” this proposal.
~~PROPOSAL 7 — STOCKHOLDER PROPOSAL:~~
~~LOBBYING ACTIVITY AND EXPENDITURE REPORT~~
FedEx is not responsible for the content of this stockholder proposal or supporting statement.
FedEx has been notified that the International Brotherhood of Teamsters General Fund, 25 Louisiana Avenue, N.W., Washington, D.C. 20001, the beneficial owner for at least three years of ~~176~~ shares of FedEx common stock ~~and Investor Voice, SPC, 111 Queen Anne Avenue North, Suite 500, Seattle, Washington 98109, as representative~~having a value of ~~the Equality Network Foundation, the beneficial owner of 21 shares of FedEx common stock, intend~~at least $2,000, intends to present the following proposal for consideration at the annual meeting:
“~~Whereas,~~RESOLVED: ~~we believe full disclosure~~Shareholders request the Board of ~~FedEx’s direct~~Directors prepare a report disclosing how FedEx Corp., is addressing the impact of its climate change strategy on relevant stakeholders, including but not limited to its employees, workers in its supply chain, and ~~indirect lobbying activities and expenditures is required to assess whether FedEx’s lobbying is~~communities in which it operates, consistent with ~~its expressed goals~~the “Just Transition” guidelines of the International Labor Organization and indicators of the World Benchmarking Alliance. The report should be prepared at reasonable cost, omit proprietary information, and be available to investors.
SUPPORTING STATEMENT: At the 2021 UN Climate Change Conference, the United States and other governments agreed to the Just Transition Declaration, which aligns with the “Just Transition” guidelines in the ~~best interests~~International Labor Organization’s Guidelines for a just transition towards environmentally sustainable economies and societies for all. The latter states an environmentally sustainable future requires “anticipating impacts on employment, adequate and sustainable social protection for job losses and displacement, skills development and social dialogue.” (See: https://www.ilo.org/wcmsp5/groups/public/@ ed_emp/@emp_ent/documents/publication/wcms_432859.pdf) Those guidelines emphasize the “pivotal role” of ~~stockholders.~~employers “in bringing about social, economic and environmental sustainability with decent work and social inclusion.”
~~Resolved,~~The World Benchmarking Alliance’s indicators include discrete, time-based indicators, including those tied to developing a just transition plan through consultation with affected stakeholders; mitigating the ~~stockholders~~negative social impacts of the carbon transition on workers and communities; establishing a clear process for identifying job dislocation risks for workers and communities; and developing plans to retain and reskill workers for an inclusive workforce. (See: https://assets.worldbenchmarkingalliance.org/ app/uploads/2021/07/Just-Transition-Methodology.pdf)
In 2021, FedEx ~~request~~announced its goal of becoming carbon-neutral across its operations by 2040. This is laudable; however, FedEx fails to disclose how this will be achieved in a manner consistent with a just transition, despite the ~~preparation of a report, updated annually, disclosing:~~
1.
~~Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.~~
2.
~~Payments~~potentially profound impact on employees and communities. A 2022 study by ~~FedEx used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.~~
3.
~~FedEx’s membership in and payments to anytax-exempt~~ ~~organization that writes and endorses model legislation.~~
4.
~~Description of management’s and the Board’s decision making process and oversight for making payments described in section 2 and 3 above.~~
~~For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to~~ the ~~general public that (a) refers to specific legislation or regulation, (b) reflects a view~~World Benchmarking Alliance scored FedEx at just 1.9/20 for its just transition indicator disclosure and called on the ~~legislation or regulation and (c) encourages the recipient of the communication~~company to ~~take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which FedEx is a member.~~
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. Neither “lobbying” nor “grassroots lobbying communications” include efforts to participate or intervene in any political campaign or to influence the general public or any segment thereof with respect to an election or referendum.
increase reporting. (See: https://www.worldbenchmarkingalliance. org/publication/transport/companies/fedex/) The report, ~~shall be presented~~which evaluated nearly 100 transport companies, warned that the sector’s lack of preparation for a just transition “plac[es] a workforce of around 10 million people at risk.”
The need for FedEx to develop and disclose a just transition strategy is clear from the ~~Audit Committee~~role afforded to automation in its carbon reduction plan, even though such technologies risk displacing or ~~other relevant oversight committees~~down skilling workers. FedEx’s efforts include exploring and ~~posted on FedEx’s website.~~developing autonomous delivery and linehaul vehicle technologies.
~~Supporting Statement:~~
As stockholders, we encourage transparency and accountability in FedEx’s use of corporate funds to influence legislation and regulation. FedEx spent $24.94 million in 2015 and 2016 on federal lobbying. These figures do not include state lobbying expenditures where FedEx also lobbies but disclosure is uneven or absent. For example, FedEx spent over $492,000 lobbying in California for 2015 and 2016. FedEx’s lobbying on transportation infrastructure has drawn media attention (“US Shippers, Truckers Flex Lobbying Muscle,”~~Journal of Commerce~~~~, January 17, 2017), as has its lobbying on truck safety rules (“Trucks Are Getting More Dangerous and Drivers Are Falling Asleep at the Wheel. Thank Congress.”~~~~Huffington Post~~~~, April 16, 2016).~~
FedEx sits on the board of the Chamber of Commerce, which has spent more than $1.3 billion on lobbying since 1998. FedEx does not disclose its memberships in, or payments to, trade associations or the amounts used for lobbying. Absent a system of accountability, company assets could be used for objectives contrary to FedEx’s long-term interests.
~~And FedEx does not disclose its membership intax-exempt~~ ~~organizations that write and endorse model legislation,~~Additionally, route efficiency initiatives, such as its ~~membership~~Last Mile Optimization program –– touted by the company for their ability to reduce emissions –– could have a profound impact on employment.
With route efficiency and automation playing a key role in FedEx’s climate-strategy, there is an urgent need for the ~~American Legislative Exchange Council (ALEC). Over 100 companies, including 3M, Deere, McDonald’s, Medtronic, Pepsi~~company to develop a just transition plan to ensure its actions are fair and ~~Sprint have publicly left ALEC.~~
~~We urge support for this proposal.~~equitable to affected workers and communities.”

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    ~~2017 Proxy Statement~~
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~~PROPOSAL 7 — STOCKHOLDER PROPOSAL: LOBBYING ACTIVITY AND EXPENDITURE REPORT~~
Table of Contents
Stockholder Proposals – Proposal 6 – Just Transition Report
Board of Directors’ Statement in Opposition
The Board of Directors and its ~~Nominating &~~ Governance, Safety, and Public Policy Committee have considered this proposal and concluded that its adoption is unnecessary and not in the best interests of our stockholders.
~~The Board believes it is in~~We recognize the best interests of our stockholders for FedEx to be an effective participant in the political process. We are subject to extensive regulation at the federal and state levels and are involved in a number of legislative initiatives across a broad spectrum of policy areas that canimpact climate change could have ~~an immediate and dramatic effect~~ on our business and ~~operations.~~ stakeholders and already provide comprehensive and detailed sustainability disclosures. We ~~ethically~~recognize the strategic risk climate change poses to our business and ~~constructively promote legislative~~stakeholders while simultaneously creating the potential for sustainable products and ~~regulatory actions~~services that ~~further the business objectives~~advance our customers’ environmental goals, create ongoing employment opportunities, and elevate standards of ~~FedEx and attempt to protect FedEx from unreasonable, unnecessary or burdensome legislative or regulatory actions at all levels of government.~~
~~As more fully described in our policy regarding political contributions (which is available~~living in the ~~Governance & Citizenship section~~communities we serve.
FedEx has reported on our environmental and social impact since 2009 and remains steadfast in transparently sharing our progress in these areas. We identify and evaluate climate-related physical and transition risks through our enterprise risk management process and align our assessment and reporting approach with the recommendations of the ~~Investor Relations page~~Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures. Additionally, we respond annually to the CDP Climate Change questionnaire, where we provide a more detailed discussion of our ~~website~~climate change risks and opportunities. Our 2023 ESG Report and other sustainability disclosures can be found at~~http://investors.fedex.com~~fedex.com/en-us/sustainability.html),.
We have implemented strategies to develop our workforce to have the skills to meet the needs of our evolving business. At FedEx, our greatest asset is our people, and we ~~actively participate~~are committed to helping our team members grow and further develop their careers. We proactively evolve our operating companies’ learning frameworks to meet emerging trends and align existing competencies to future capabilities and skillsets to future-proof talent needs. Our learning and development opportunities increase team member engagement, improve retention, and enhance the employee value proposition. We are proud that FedEx is consistently recognized as one of the world’s best places to work. For example, FedEx was named the 21^stbest workplace overall in FORTUNE magazine’s 2022 list of the ~~political process~~“World’s Best Workplaces.” For additional information regarding career development at FedEx, see our 2023 ESG Report.
We are committed to maintaining open and honest dialogue with our stakeholders to advance our ESG goals throughout the ~~ultimate~~value chain. We believe that thoughtful stakeholder engagement is important, and we have a long history of such engagement. Our 2023 ESG Report includes additional information on how we effectively engage with our team members, suppliers, governments, and other key stakeholders. FedEx values feedback from our team members and provides several avenues of engagement, such as annual surveys, employee networks, and direct feedback. These methods allow us to better understand employee concerns and expectations, and results from these engagements inform our future strategies. We work closely with our suppliers and collaborate with internal stakeholders to advance our ESG goals throughout the value chain. Additionally, for many years, we have engaged with regulators and associations to advocate on many policy issues, including sustainability.
As we reorganize the FedEx operating companies as “one FedEx” and progress towards our goal of ~~promoting~~carbon neutral operations globally by 2040, we understand there will be potential opportunities and ~~protecting~~challenges, and are committed to working with all of our stakeholders on this journey. For additional information regarding how we invest in communities around the ~~economic future of~~world, see our 2023 ESG Report and 2022 Global Economic Impact Report, which can be found at economicimpact.fedex.com.
The FedEx ~~and our stockholders and employees. Our independent Nominating & Governance Committee assists the~~ Board of Directors inprovides effective oversight of ~~FedEx’s political activities.~~ our sustainability efforts and disclosures and human resource management initiatives. The ~~Committee reviews~~FedEx Board of Directors and ~~discusses with FedEx’s Executive Vice President, General Counsel~~its independent committees oversee our enterprise ESG initiatives and ~~Secretary, at least annually,~~programs. Specifically, the ~~company’s political activities, including political spending~~Governance, Safety, and ~~lobbying activities and expenditures. The~~Public Policy Committee ~~also periodically~~ reviews and discusses with management our ~~policy on political contributions,~~corporate social responsibility goals, strategies, and ~~approves any changes to this policy.~~
~~An important part~~programs and management of ~~participating effectively in the political process is making prudent political contributions~~sustainability- and focused lobbying expenditures — but only where permitted by applicable law. FedEx’s political contributions and expenditures are made to further the best interests of the company and our stockholders and employees, and are made without regard to the personal political preferences of individual FedEx Board members, officers and employees.
Political contributions of all types are subject to extensive governmental regulation and public disclosure requirements, and FedEx is fully committed to complying with all applicable campaign finance laws. For example, under U.S. federal law, FedEx cannot directly support candidates for federal office, so we do not. While some states allow corporate contributions to state and local candidates or ballot issue campaigns, it is our policy not to make such contributions.
FedEx also does not make corporate contributions to groups organized under section 501(c)(4) or section 527 of the Internal Revenue Code, other than membership dues, event sponsorships, and contributions to the organizational committees of the Democratic and Republican national party conventionsclimate-related risks, and the ~~annual conferences~~Compensation and Human Resources Committee reviews and discusses with management our key human resource management strategies and programs. Additionally, our Audit and Finance Committee reviews and discusses with management developments regarding ESG reporting and disclosures, the types of information to be included in FedEx’s ESG disclosures, and the ~~Democratic~~internal controls and ~~Republican Governors Associations. None of these expenditures are used~~procedures related to directly support any election-related activity or ballot initiatives at the federal, state or local level. These limited corporate expenditures are approved by the Corporate Vice President of Government Affairs,such disclosures, and, in consultation with ~~appropriate members~~the Governance, Safety, and Public Policy Committee, reviews and discusses with management our annual ESG Report. For additional information, see “Corporate Governance Matters — The Board’s Role and Responsibilities — Board Oversight of ~~FedEx senior management.~~
~~FedEx is already subject to extensive federal, state~~Sustainability and local lobbying registration and public disclosure requirements. For example, FedEx files quarterly reports with the United States House of Representatives and Senate that disclose a list of our lobbying activities, and these reports are publicly available at~~http://lobbyingdisclosure.house.gov/~~.Corporate Social Responsibility Matters” on page 27.
~~As a result of these policies and mandatory public disclosure requirements, the~~
The Board has concluded that ample ~~public~~ information ~~exists~~ regarding ~~FedEx’s political contributions and lobbying expenditures~~how FedEx is addressing the impact of its climate change strategy on relevant stakeholders already exists to alleviate the concerns cited in this proposal.
~~FedEx also provides an opportunity for its employees to participate in the political process by joining FedEx’snon-partisan~~ political action committee (“FedExPAC”). FedExPAC allows our employees to pool their financial resources to support federal, state and local candidates, campaigns and committees. The political contributions made by FedExPAC are funded entirely by the voluntary contributions of our employees. No corporate funds are used. Appropriate members of FedEx senior management decide which candidates, campaigns and committees FedExPAC will support based on a nonpartisan effort to advance and protect the best interests of the company and our stockholders and employees. All contributions are made without regard to the personal political preferences of individual FedEx Board members, officers and employees.
Moreover, FedExPAC’s activities are subject to comprehensive regulation by federal, state and local governments, including detailed disclosure requirements, which include monthly reports with the Federal Election Commission. These reports are publicly available at~~www.fec.gov~~ ~~and include an itemization of FedExPAC’s receipts and disbursements, including any political contributions, over a certain amount.~~
Our participation in the political process is designed to promote and protect the economic future of FedEx and our stockholders and employees, and we make political contributions, including lobbying expenditures, and maintain memberships with a variety of trade associations expressly for that purpose. Participation as a member of these associations comes with the understanding that we may not always agree
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~~PROPOSAL 7 — STOCKHOLDER PROPOSAL: LOBBYING ACTIVITY AND EXPENDITURE REPORT~~
with all of the positions of the organizations or other members. We believe the associations, however, take positions and address issues in a collective industry manner and often advance positions consistent with company interests that will help us provide strong financial returns and enhance long-term stockholder value.
We have in place effective reporting and compliance procedures designed to ensure that our political contributions are made in accordance with applicable law, and we closely monitor the appropriateness and effectiveness of the political activities undertaken by the most significant trade associations in which we are a member. For example, we have policies that govern FedEx employee involvement in trade associations and accounting procedures that allow us to record and monitor these expenditures.
Finally, the Board believes the expanded disclosure requested in this proposal could place FedEx at a competitive disadvantage by revealing our strategies and priorities. Because parties with interests adverse to FedEx also participate in the political process to their business advantage, any unilateral expanded disclosure, above what is required by law and equally applicable to all similar parties engaged in public debate, could benefit those parties while harming the interests of FedEx and our stockholders. The Board believes any reporting requirements that go beyond those required under existing law should be applicable to all participants in the process, rather than FedEx alone (as the proponents request).
In short, we believe this proposal is duplicative and unnecessary, as a comprehensive system of reporting and accountability for political contributions and lobbying expenditures already exists. If adopted, the proposal would apply only to FedEx and to no other company and would cause FedEx to incur undue cost and administrative burden, as well as competitive harm, without commensurate benefit to our stockholders. Accordingly, we recommend that you vote against this proposal.

Vote Required for Approval
If this proposal is properly presented at the meeting, approval requires the affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote.
~~YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL.~~

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    ~~2017 Proxy Statement~~

Table of Contents
Stockholder Proposals – Proposal 7 – Paid Sick Leave Disclosure
Proposal 7
Paid Sick Leave Disclosure

~~PROPOSAL 8 — STOCKHOLDER PROPOSAL:~~
~~EXECUTIVE PAY CONFIDENTIAL VOTING~~
✕ Your Board of Directors recommends that you vote “AGAINST” this proposal.
FedEx is not responsible for the content of this stockholder proposal or supporting statement.
FedEx has been notified that ~~John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278,~~the Sisters of St. Francis of Philadelphia, 609 S. Convent Road, Aston, Pennsylvania 19014, the beneficial owner for at least three years of ~~100~~ shares of FedEx common stock having a value of at least $2,000, intends to present the following proposal for consideration at the annual meeting:
“~~Proposal~~ WHEREAS:
Nearly 28 million people working in the private sector in the U.S. have no access to earned sick time, or “paid sick leave” (PSL), for short-term health needs and preventive care.¹Working people in the United States face an impossible choice when they are sick: to stay home and risk their economic stability, or to go to work and risk their health and the public’s health.
The vast majority (62%) of the lowest earning 10% of American employees do not have access to PSL.²48% of Latinx workers and 36% of Black workers report having no paid time away from work of any kind.³
As the COVID-19 pandemic has shown, PSL is a crucial contributor to improved public health outcomes, allowing workers who have been exposed to any illness to quarantine. One study found a 56% reduction in COVID-19 cases per state as a result of temporary federally mandated PSL,⁴and others an 11-30% reduction in influenza-like illnesses from state and local mandates.⁵State and local PSL mandates have also been shown to reduce the rate at which employees report to work ill in low-wage industries where employers don’t tend to provide PSL, lowering disease and overall absence rates.⁶
PSL both increases productivity⁷and reduces turnover, which in turn reduces costs associated with hiring.^{8 – Executive Pay Confidential Voting}This is particularly important for lower-wage industries like retail where turnover is highest. Companies across sectors, such Darden,⁹Facebook,¹⁰Home Depot, Levi’s,¹¹and Patagonia¹²are expanding and publicly sharing their policies to benefit their employees and bolster their brands.¹³
~~Shareholders request our Board~~However, FedEx does not adequately describe its paid sick leave policy. The corporate structure of ~~Directors to take~~FedEx includes numerous operating companies, with various sick leave policies. With a large number of job categories and a significant percentage of part time workers, particularly in some operating companies, plain disclosure of all PSL policies would alleviate confusion among employees and shareholders alike.
More transparency on the ~~steps necessary to adopt a bylaw that prior to the Annual Meeting, the outcome~~company’s policies such as worker eligibility requirements, number of ~~votes cast~~hours of PSL provided by ~~proxy on certain executive pay matters, including a running tally of votes~~worker classification, requirements for using PSL, and ~~against, shall not be available to management or the Board and shall not~~whether PSL can be used to ~~solicit votes. Certain maters include~~care for a family member who is ill help, will investors understand how the ~~topics~~company is managing this human capital management, brand maintenance, and public health issue.
RESOLVED: Shareholders of ~~say on executive pay~~FedEx ask the company to publicly disclose its permanent paid sick leave policies, above and ~~management-sponsored or board-sponsored resolutions seeking approval~~beyond legal requirements. For purposes of ~~executive pay plans.~~
~~This~~this proposal, ~~would~~‘permanent’ means a sick leave policy that is not prohibit management access to shareholder comments submitted along with shareholder meeting ballots. This proposal is limited to executive pay items. Shareholders could still waive the confidentiality of their ballots on executive pay items – for instance by checking a boxconditioned on the ~~ballot.~~existence of a pandemic or other external event.”
¹ https://www.bls.gov/news.release/pdf/ebs2.pdf
² https://www.bls.gov/news.release/pdf/ebs2.pdf
³ https://www.bls.gov/news.release/leave.t01.htm
⁴ https://www.healthaffairs.org/doi/10.1377/hlthaff.2020.00863
⁵ https://www.nber.org/system/files/working_papers/w26832/w26832.pdf
⁶ https://voxeu.org/article/pros-and-cons-sick-pay
⁷ https://voxeu.org/article/pros-and-cons-sick-pay
⁸ https://www.ncbi.nlm.nih.gov/pmc/articles/PMC5649342/
⁹ https://www.darden.com/careers/restaurant-careers
¹⁰ https://techcrunch.com/2017/02/07/facebook-parental-leave-bereavement-benefits/
¹¹ https://hrexecutive.com/levis-to-offer-paid-sick-leave-to-part-time-workers/
¹² https://www.patagonia.com/stories/family-business-weighing-the-business-case/story-32958.html
¹³ https://techcrunch.com/2017/02/07/facebook-parental-leave-bereavement-benefits/

2023 Proxy Statement 95

Table of Contents
Our management can now monitor incoming votes and then use shareholder money to blast shareholders with costly solicitations on matters where they have a direct self-interest such as such as the ratification of lucrative stock options and to obtain artificially high votes for their lucrative executive pay.
Our management can now do an end run on the effectiveness of say on pay votes. Instead of improving executive pay practices in response to disapproving shareholder votes, our management can efficiently manipulate the say on pay vote to a higher percentage. Without executive pay confidential voting our management can simply blast shareholders by using multiple professional proxy solicitor firms at shareholder expense (no timely disclosure of the cost) with~~one-way~~ ~~communication by mail and electronic mail (right up to the deadline) to artificially boost the vote for their self-interested executive pay ballot items.~~
It is important for shareholders that the company get executive pay right in order to give management the best-focused incentive for long-term shareholder value. Executive pay is not ordinary business.
~~Please vote to enhance shareholder value:~~
~~Executive Pay Confidential Voting~~Stockholder Proposals – Proposal 8”7 – Paid Sick Leave Disclosure
Board of Directors’ Statement in Opposition
The Board of Directors and its ~~Nominating &~~Compensation and Human Resources and Governance, ~~Committee~~Safety, and Public Policy Committees have considered this proposal and concluded that its adoption is unnecessary and not in the best interests of our ~~stockholders.~~stockholders or employees.
To support the well-being of our employees and their families, we provide competitive time-off and other resources they need to thrive at work and at home, and we already make public disclosures regarding our benefit packages. Our greatest asset is our people. They are at the heart of our success and are the foundation of our strong reputation. All eligible full- and part-time employees are equipped with competitive benefits, including health care, wellness, paid sick leave, other flexible paid time off, and other benefits. To ensure our benefits and compensation stay competitive, we conduct periodic peer benchmarking and internal pay equity analyses.
We offer competitive time-off that is based on feedback from our employees about what is important to them. As disclosed in our 2023 ESG Report, which can be found at fedex.com/en-us/sustainability/reports.html, while benefit packages vary among our operating companies, all operating companies offer time-off packages that include paid time-off days for vacation, personal time, or illness as well as floating holidays. Dedicated paid sick leave and paid parental leave is available for eligible full-and part-time employees.
We are proud that FedEx is consistently recognized as one of the world’s best places to work. For example, FedEx was named the 21^stbest workplace overall in FORTUNE magazine’s 2022 list of the “World’s Best Workplaces.” Additionally, in 2023, Ethisphere, a global leader in defining and advancing the standards of ethical business practices, named FedEx as one of the World’s Most Ethical Companies®. For additional information regarding our efforts to provide fulfilling employment opportunities, see our 2023 ESG Report.
We are strongly committed to providing a safe workplace for all team members. Our highest priority is the well-being, health, and safety of all our employees. Our “Safety Above All” philosophy is the first and foremost value in every aspect of our business and is key to maintaining a successful and safe business. The ~~proposal, if implemented, would obstruct constructive communications with our stockholders.~~ ~~The proposal seeks to prevent~~independent Governance, Safety, and Public Policy Committee of our Board is responsible for overseeing our safety strategies, policies, and initiatives.
Our detailed safety policies, education, and technology investments are embedded into our day-to-day work and help us follow through on our commitment to make our workplaces and communities safer. Safety management ~~from viewing preliminary voting results~~systems help reduce work-related injuries and illnesses, and our operating companies are responsible for ~~executive compensation matters prior~~implementing policies and practices that adhere to all applicable international standards. During the COVID-19 pandemic, we implemented numerous measures to keep our team members, customers, and communities safe while operating on the front lines in impacted areas and delivering critical medical supplies around the world. Additional information regarding our commitment to health and safety can be found in our 2023 ESG Report.
The requested report would impose an ~~annual meeting. Our ability~~unnecessary burden and expense on FedEx with limited, if any, benefit to ~~view~~our stockholders or employees. FedEx is comprised of numerous companies, each of which develops and implements its own human resources policies, including paid sick leave policies. Each of our operating companies makes information pertaining to paid sick leave benefits and the eligibility requirements for such ~~voting results is an important~~benefits available to its employees.
Additionally, we have announced plans to reorganize the FedEx operating companies as “one FedEx” in June 2024. As part of this process, we will review a number of policies and processes impacting our ~~communications~~global workforce, including paid sick leave, and will update our disclosures on these matters as decisions are made. Accordingly, the report requested by the proponent would impose an unnecessary administrative burden and expense on FedEx with ~~stockholders. By viewing the results, we are able~~limited, if any, benefit to determine if stockholders have any concerns with any of the proposals on which they are being asked to vote. This enables us to focus our proxy solicitation and engagement efforts in the most productive areas and allows us to minimize redundant solicitations and their associated costs.
~~We value the transparent and robust dialogue that we have fostered with our stockholders. We believe maintaining open and direct lines of communication with~~ our stockholders ~~is the best way to continue to receive their specific~~or employees and ~~accurate feedback, respond to their questions and concerns, and enable them to cast their votes in a fully informed manner. This~~would divert resources that could otherwise be used on our ongoing human resource management initiatives.
For these reasons, adoption of this proposal would significantly weaken our ability to engage in beneficial and productive dialogue with our stockholders by reducing transparency on the topic of executive compensation during the pivotal time leading up to an annual meeting.
~~We do not engage in the practices that the proposal purports to remedy.~~ Our management does not engage in the proxy solicitation process to further any personal agendas. Instead, our Board and management view the proxy solicitation process as a means of engaging with our stockholders to increase their participation in the governance of our company,
~~2017 Proxy Statement~~     83
~~PROPOSAL 8 — STOCKHOLDER PROPOSAL: EXECUTIVE PAY CONFIDENTIAL VOTING~~
~~to better understand their concerns, and to discuss with them matters that impact the ongoing success of our company. Our Board~~ is ~~charged with approving proposals from management or stockholders that it believes to be in the best interests of our company and stockholders, and opposing such proposals that it believes are~~ not in the best interests of our ~~company and stockholders. We can most efficiently advocate for~~stockholders or oppose proposals, or consider making changes to our corporate governance or executive compensation program, when we are aware of the preliminary voting results and are permitted to discuss them with our stockholders. The proposal would implement a costly and dialogue-stifling policy to address a~~non-existent~~ ~~problem.~~
~~Our stockholders can vote their shares confidentially.~~ We have a confidential voting policy requiring a stockholder’s vote to be kept confidential and not disclosed to FedEx unless required by law, expressly requested on his or her proxy or in the case of a proxy contest. Additionally, because nominee holders cannot reveal the names of beneficial owners without their permission, stockholders who beneficially hold shares through a broker, bank or other nominee have the ability to vote confidentially even in the absence of our confidential voting policy. The implementation of the proposal does not affect our stockholders’ ability to vote confidentially.
Our current stockholder communications and proxy solicitation methods foster an open and constructive dialogue with our stockholders, while allowing for confidentiality for those stockholders who desire not to be identified or contacted. We believe this proposal would unduly and detrimentally limit our ability to communicate with our stockholders at a time when greater levels of stockholder communication are important, and would add unnecessary costs and not remedy any problem faced by our stockholders.employees. Accordingly, we recommend that you vote against this proposal.

Vote Required for Approval
If this proposal is properly presented at the meeting, approval requires the affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote.
~~YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL.~~

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    ~~2017 Proxy Statement~~

Table of Contents
Stockholder Proposals –Proposal 8 – Report on Assessing Systemic Climate Risk from Retirement Plan Options
Proposal 8
Report on Assessing Systemic Climate
Risk from Retirement Plan Options

✕ Your Board of Directors recommends that you vote “AGAINST” this proposal.
~~PROPOSAL 9 — STOCKHOLDER PROPOSAL:~~
~~APPLICATION OF COMPANYNON-DISCRIMINATION~~
~~POLICIES IN STATES WITHPRO-DISCRIMINATION~~ ~~LAWS~~
FedEx is not responsible for the content of this stockholder proposal or supporting statement.
FedEx has been notified that ~~the NorthStar Asset Management, Inc. Funded Pension Plan, P.O. Box 301840, Boston, Massachusetts 02130,~~As You Sow, 2020 Milvia Street, Suite 500, Berkeley, California, 94704, on behalf of Myra K. Young, the beneficial owner for at least three years of ~~268~~ shares of FedEx common stock having a value of at least $2,000, and the Marguerite Casey Foundation, the beneficial owner for at least one year of shares of FedEx common stock having a value of at least $25,000, intends to present the following proposal for consideration at the annual meeting:
“WHEREAS:Climate change poses a growing, systemic risk to the economy. If global climate goals are not met, workers face the likelihood of significant negative impacts to their retirement portfolios. Swiss Re estimates a 4% decline in global GDP by 2050 if global temperature increases are kept below 2 degrees Celsius, but up to an 18% decline without effective mitigation.¹
FedEx has ~~policies on equal opportunity~~taken actions to address climate change by committing to delivering a more sustainable future, including a goal of carbon-neutral operations by 2040.²Yet, while it transitions its business away from fossil fuels, our Company’s 401(k) retirement plan (“Plan”) invests significantly in companies that contribute to climate change, jeopardizing workers’ life savings.
FedEx offers plan participants Vanguard Target Retirement funds, which hold the largest segment of Plan assets.³These target retirement funds invest significantly in fossil fuel companies and ~~anti-harassment which state~~companies contributing to deforestation.⁴By investing employees’ retirement savings in companies with outsized contributions to climate change, FedEx is generating climate risk in workers’ portfolios, including transition risk and long-term systemic risk.
Retirement plan fiduciaries must act in the best interest of their beneficiaries by considering all material risk, including climate risk. The federal government recently clarified that fiduciaries may appropriately consider climate risk in the selection of plan offerings.⁵FedEx’s current 401(k) options risk compromising its obligation to select retirement plan investment options in the best interests of its plan participants, including those with retirement dates more than a decade out.
In the increasingly competitive employee recruitment and retention landscape, failing to minimize material climate risk in its 401(k) plan options may make it more difficult for FedEx to attract and retain top talent. Employee polling indicates that firms’ environmental records are an important consideration in choosing a job.⁶Employee polling also reveals increasing demand for climate-safe retirement plan options.⁷
Given the threat that climate change poses to employees’ life savings, our Company can help ensure employee loyalty and satisfaction, and demonstrate that it is actively safeguarding all employees’ retirement savings, no matter when they are set to retire, by minimizing climate risk in its Plan offerings.
RESOLVED: Shareholders request the Company ~~will not tolerate “harassment, violence, intimidation, bullying~~publish a report, at reasonable expense and ~~discrimination of any kind involving gender, sexual orientation, gender identity, gender expression …”;~~
~~FedEx has an affinity group for LGBT (lesbian, gay, bisexual, and transgender) employees, and a high rating on the Human Rights Campaign’s Corporate Equality Index;~~
~~Our Company operates in and employs individuals in all fifty states, including states where policies have been recently established that are outright attacks on LGBT rights and equality;~~
~~In 2016, Mississippi adopted a state policy which legalizes discrimination against LGBT individuals in employment, housing, retail establishments, and healthcare;~~
In Tennessee, a law was passed which some describe as: “allow[ing] those with religious objections to undermine professional standards that apply equally to everyone. For instance, a high school guidance counselor could refuse to counsel a gay teenager, citing their sincerely held religious beliefs”;
Sixty-eight companies — including Apple, Nike, American Airlines, IBM, General Electric, and Morgan Stanley — filed a court brief against North Carolina in an attempt to block HB2, the law which required transgender people to endanger themselves by using public restrooms aligned with the biological sex on their birth certificate;
~~In April 2017, North Carolina repealed HB2 “hoping to bring back businesses…that boycotted the Southern state because they saw theyear-old~~ ~~measure as discriminatory”;~~
~~AdWeek reported “nothing could be more valuable to a brand than having clarity about what they stand for.”~~
~~RESOLVED:~~ ~~Shareholders request that the Company issue a public report to shareholders, employees, customers, and public policy leaders,~~ omitting confidential information, ~~and at a reasonable expense, by April 1, 2018, detailing the known and potential risks and costs to~~disclosing how the Company caused by any enacted or proposed state policies supporting discrimination against LGBT people, and detailing strategies above and beyond litigation or legal compliance that the Company may deploy to defend the Company’s LGBT employees and their families against discrimination and harassment that is ~~encouraged or enabled by the policies.~~protecting Plan beneficiaries with a longer investment time horizon from climate risk associated with its retirement plan options.
SUPPORTING STATEMENT: ~~Shareholders recommend that the~~The report evaluate risks and costs including, but not limited to, negative effects on employee hiring and retention, challenges in securing safe housing for employees, risks to employees’ LGBT children, risks to LGBT employees who need to use public facilities such as at their children’s schools, and litigation risks to the Company from conflicting state and company anti-discrimination policies. Strategies evaluated should include, public policy advocacy, human resources and educational strategies, and the potential to relocate operations or employees out of states with discriminatory policies (evaluating the costs to the Company and resulting economic losses to~~pro-discriminatory~~ ~~states).”~~
at Board discretion, an analysis of:
● The degree to which carbon-intensive investments in the Company’s current retirement options contribute to greater beneficiary risk and reduced Plan performance over time; and
● Whether carbon-intensive investments in Plan investment options put younger beneficiaries’ savings at greater risk than participants closer to retirement.”
____________________

¹ https://www.swissre.com/media/press-release/nr-20210422-economics-of-climate-change-risks.html
² https://www.fedex.com/en-us/sustainability.html
³ https://iyv-charts.s3.us-west-2.amazonaws.com/retirement-plans/fedex/fedex-corporation-retirement-savings-plan-form-5500-filing-2021.pdf
⁴ https://investyourvalues.org/retirement-plans/fedex
⁵ https://www.federalregister.gov/documents/2022/12/01/2022-25783/prudence-and-loyalty-in-selecting-plan-investments-and-exercising-shareholder-rights
⁶ https://www.shrm.org/resourcesandtools/hr-topics/talent-acquisition/pages/climate-change-branding-can-lift-recruitment-and-retention.aspx
⁷ https://www.cnbc.com/2019/04/09/workers-want-elusive-socially-responsible-investments-in-401k-survey.html

2023 Proxy Statement       ~~2017 Proxy Statement~~     8597

~~PROPOSAL 9 — STOCKHOLDER PROPOSAL: APPLICATION OF COMPANY~~Table of Contents
~~NON-DISCRIMINATION~~ ~~POLICIES IN STATES WITHPRO-DISCRIMINATION~~ ~~LAWS~~Stockholder Proposals –Proposal 8 – Report on Assessing Systemic Climate Risk from Retirement Plan Options
Board of Directors’ Statement in Opposition
The Board of Directors and its ~~Nominating &~~Compensation and Human Resources and Governance, ~~Committee~~Safety, and Public Policy Committees have considered this proposal and concluded that its adoption is unnecessary and not in the best interests of our ~~stockholders~~stockholders.
A plan fiduciary, not the Board of Directors, is legally required to select 401(k) plan investment options solely in the interests of plan participants and beneficiaries. As is customary for large retirement plans, a management-level committee (the Retirement Plan Investment Board, or ~~employees.~~
~~FedEx is one~~“RPIB”) oversees the selection of investment options available under our U.S.-based defined contribution plans. The RPIB operates in accordance with the fiduciary requirements imposed by the Employee Retirement Income Security Act of 1974 (“ERISA”), as implemented by U.S. Department of Labor (“DOL”) regulations and guidance. U.S. law mandates that a responsible plan fiduciary select retirement plan investment options solely in the interest of plan participants and beneficiaries, and that the focus of plan fiduciaries on the plan’s financial returns and risk to beneficiaries must be paramount. As of the ~~world’s most admired companies~~date of this proxy statement, the DOL’s ERISA rule on plan investments provides more flexibility to a plan fiduciary to consider ESG factors such as climate risk as part of its overall selection of 401(k) plan investment options. In offering participants a broad range of investment strategies across different asset classes and ~~is strongly committed~~investment styles, the RPIB takes into account a variety of potential risks, reward opportunities, and goals, including, but not limited to, ~~diversity~~those related to climate change, to allow participants to diversify their investments and ~~inclusion.~~pursue their individual retirement objectives. The RPIB regularly evaluates investment options and will continue to assess alternatives in accordance with its fiduciary duties.
Our ~~greatest asset is our people. We are committed~~401(k) plans offer participants a diverse array of investment options, including a self-directed brokerage account that allows participants to ~~providing~~choose ESG-related investments. Our 401(k) plans provide participants with a ~~workplace where each~~variety of investment options, including target retirement trusts, index-based funds, a money market fund, actively managed funds, and a self-directed brokerage option that gives participants access to individual ~~feels respected, satisfied~~stocks, bonds, mutual funds from hundreds of fund families, and ~~appreciated,~~exchange-traded funds. The primary investment manager, Vanguard, and ~~our policies are designed to promote fairness and respect for each person. We are proud that FedEx is consistently recognized as one~~nearly all of the ~~world’s most admired companies and as one~~subadvisors of the ~~best places for minorities and others to work. For example:~~
•
~~FedEx was ranked 11~~^th on~~FORTUNE~~ ~~magazine’s 2017 “World’s Most Admired Companies” list — the 17~~^th ~~consecutive year we have been ranked in the top 20 on the list, with 13 of those years ranking among the top 10;~~
•
~~FedEx was ranked 3~~^rd on~~FORTUNE’s~~ ~~2016 “10 Best Workplaces for African-Americans” list;~~
•
~~FedEx was named to~~~~Black Enterprise~~ ~~magazine’s 2016 list of “40 Best Companies for Diversity”; and~~
•
~~In 2017, FedEx was again included in the~~~~Forbes’~~ ~~“America’s Most Reputable Companies” list and~~~~FORTUNE’s~~ ~~“100 Best Companies to Work For” list.~~
~~These accolades flow from~~funds offered by the ~~consistent application of progressive personnel policies that promote diversity and inclusion at all levels~~company’s 401(k) plans are signatories of the ~~enterprise.~~
~~As stated in our Code of Business Conduct~~UN Principles for Responsible Investment, and ~~Ethics (which is available in the Governance & Citizenship section of the Investor Relations page of our website at~~~~http://investors.fedex.com~~), FedEx is committed to protecting and advancing human rights in all our operations. We strive to treat others with respect and dignity, encourage diversity and diverse opinions, provide safe working conditions and promote equal opportunity for all. Diversity is a core FedEx value. Our company was founded on a people-first philosophy, and respect for each individual has always been an everyday business practice.
Our commitment to diversity and inclusion is further demonstrated by our participation in the “Tennessee Thrives” business coalition. This coalition provides an opportunity for Tennessee businesses of all sizes to showalready incorporate ESG factors into their ~~support of tolerance and equality for all people, regardless of race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, or gender identity.~~
In short, we believe supporting diversity is a smart business practice and, more important, the right thing to do for our employees and stockholders. For additional information regarding our commitment to diversity and inclusion, see our 2017 Global Citizenship Report, which can be found at~~http://csr.fedex.com~~.
~~FedEx’s existing policies~~investment process and practices, ~~promote dignity~~to varying extents. In addition, our 401(k) plan’s self-directed brokerage account option enables participants to invest according to their personal investment goals, including any ESG strategies, and ~~respect~~provides access to an array of ESG-themed investment opportunities. In a recent assessment by an independent investment research firm, the default target-date retirement trust offerings, which provide options for participants with retirement horizons up to 2070, generally received scores favorable to or in line with the ~~workplace~~global category averages for ~~all employees.~~ ~~Our employment policies~~environmental and ~~practices are designed~~sustainability-related risk. As a result, plan participants already have the ability to ~~promote fairness and respect for each individual. We hire, evaluate and promote employees, and engage contractors, based on~~invest their ~~skills and performance. As stated in our Code of Business Conduct and Ethics and Equal Employment Opportunity Statement, we expect everyone~~plan accounts according to ~~treat others with dignity and respect and will not tolerate certain behaviors (as noted by the proponent). These~~their personal ESG preferences, which may include harassment, retaliation, violence, intimidation, bullying and discrimination of any kind involving race, color, religion, national origin, gender, sexual orientation, gender identity, gender expression, age, disability, veteran status, or any other characteristic protected under applicable law.climate risk.
We are fully committed to attract and retain a diverse workforce that reflects our increasingly diverse customer base. We see the diversity of backgrounds, perspectives and experiences that our team members bring to the company as essential to fostering exceptional business results. To support an inclusive workplace culture, we are committed to the education, recruitment, development and advancement of diverse team members worldwide.
To ensure we maintain progress, each of our operating companies has a Diversity and Inclusion team to help embed multicultural and inclusion practices in our workplace culture. All Diversity and Inclusion teams participate in a Diversity & Inclusion Corporate Council that meets monthly to share best practices and collaborate on company-wide initiatives.
We also have employee affinity groups, including African-American, Hispanic, Asian, Women, Cancer Support, Multifaith, LGBT (Lesbian, Gay, Bisexual, and Transgender) and Friends, and U.S. Military Veterans. These groups support workplace inclusion initiatives and promote diversity and cultural education. We actively collaborate with these affinity groups to help us monitor and appropriately address workplace issues and concerns that are important to our employees and their well-being.
We believe our established policies and practices provide a comprehensive and effective framework that promotes diversity and inclusion, dignity and respect in the workplace, and equal and fair employment, and monitors our employees’ concerns with respect to these matters.
86
    ~~2017 Proxy Statement~~
~~PROPOSAL 9 — STOCKHOLDER PROPOSAL: APPLICATION OF COMPANY~~
~~NON-DISCRIMINATION~~ ~~POLICIES IN STATES WITHPRO-DISCRIMINATION~~ ~~LAWS~~
~~The requested report would impose an unnecessary burden and expense on FedEx with limited, if any, benefit to our~~~~stockholders or employees.~~ As discussed above, we are already actively promoting diversity, inclusion and equal opportunity for all our team members. Furthermore, the report requested by the proponent would impose an unnecessary administrative burden and expense on FedEx with limited, if any, benefit to our stockholders or employees. The proponent’s request that the company evaluate the potential risks and costs of possibly hundreds of laws, proposed bills, legislation in committee, and state agency administrative policies around the country, and report on strategies it might take to mitigate their impact, by April 1, 2018, is simply unreasonable. Any report produced in such a short time frame would necessarily be heavily based on speculation and, therefore, would be of little or no utility to stockholders and employees. Moreover, the preparation of such a report would divert resources that could otherwise be used to advance important company matters for the benefit of our stockholders and employees.
~~For these reasons, adoption of this proposal is unnecessary and not in the best interests of our stockholders or employees.~~
Accordingly, we recommend that you vote against this proposal.

Vote Required for Approval
If this proposal is properly presented at the meeting, approval requires the affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote.
~~YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL.~~

98
~~2017 Proxy Statement~~     87

Table of Contents
INFORMATION ABOUT THE
ANNUAL MEETING
Why am I receiving these proxy materials?
We have made these materials available to you or delivered paper copies to you by mail because you are a FedEx stockholder of record as of the close of business on July 27, 2023, and FedEx’s Board of Directors is soliciting your proxy to vote your shares at the 2023 annual meeting of stockholders. This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares.
What is a proxy?
A proxy is your legal designation of another person to vote the stock you own. The person you designate is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By submitting your proxy (either by voting electronically on the Internet or by telephone or by signing and returning a proxy card), you authorize Mark R. Allen, FedEx’s Executive Vice President, General Counsel and Secretary, and Tracy B. Brightman, FedEx’s Executive Vice President and Chief People Officer, or their designees, to represent you and vote your shares at the meeting in accordance with your instructions. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponements or adjournments of the meeting.
What is included in the proxy materials?
The proxy materials for our 2023 annual meeting of stockholders include the Notice of 2023 Annual Meeting of Stockholders (the “Annual Meeting Notice”), this proxy statement (the “Proxy Statement”), and FedEx’s Annual Report to Stockholders for the year ended May 31, 2023 (the “Annual Report”). If you receive a paper copy of the proxy materials, a proxy card, or voting instruction form, and prepaid return envelope are also included. The Annual Meeting Notice (which is included in the Proxy Statement), Proxy Statement, and Annual Report are being made available at www.proxyvote.com and are being mailed, along with the accompanying proxy card or voting instruction form, to applicable stockholders beginning on or about August 10, 2023.
Why did I receive a notice regarding the Internet availability of proxy materials instead of a full set of proxy materials?
We are furnishing proxy materials to our stockholders primarily through notice-and-access delivery pursuant to SEC rules. As a result, beginning August 10, 2023, we are mailing to many of our stockholders a Notice Regarding the Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access the proxy materials on the Internet. Stockholders who have affirmatively requested electronic delivery of our proxy materials will receive instructions via email regarding how to access these materials electronically. All other stockholders, including stockholders who have previously requested to receive a paper copy of the materials, will receive a full paper set of the proxy materials by mail. Using the notice-and-access method of proxy delivery expedites receipt of proxy materials by our stockholders, reduces the cost of producing and mailing the full set of proxy materials, and helps us contribute to sustainable practices.
If you receive a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the notice instructs you on how to access the proxy materials and vote on the Internet. If you received a notice by mail and would like to receive paper copies of our proxy materials in the mail, you may call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com to request a printed copy of our proxy materials.
Who is entitled to vote at the annual meeting?
The record date for the meeting is July ~~31, 2017.~~27, 2023. Only stockholders of record at the close of business on that date are entitled to vote at the meeting. The only class of stock entitled to be voted at the meeting is FedEx common stock. Each outstanding share of common stock is entitled to one vote for all matters before the meeting. At the close of business on the record date there were ~~268,259,262~~251,510,398 shares of FedEx common stock ~~outstanding.~~outstanding, held by 12,361 holders of record.
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Table of Contents
Information About the Annual Meeting
What is the difference between holding shares as a stockholder of
record and as a beneficial owner? Am I entitled to vote if my shares
are held in “street name”?
If your shares are registered in your name with FedEx’s transfer agent, Computershare Trust Company, N.A., you are the “stockholder of record” (or “registered stockholder”) of those shares, and ~~these~~the Notice of Internet Availability or proxy materials have been provided directly to you by FedEx.
If your shares are held by a bank, brokerage firm, or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If your shares are held in street name, ~~these~~the Notice of Internet Availability or proxy materials (including a voting instruction form) are being forwarded to you by your bank, brokerage firm, or other nominee (the “bank or broker”)~~, along with a voting instruction form.~~. As the beneficial owner, you have the right to direct your bank or broker how to vote your shares by ~~using~~following the instructions on the Notice of Internet Availability or voting instruction form ~~or by following its instructions~~ for voting ~~by telephone or~~ on the Internet or by telephone (if made available by your bank or broker with respect to any shares you hold in street name), or by completing and returning the voting instruction form, and the bank or broker is required to vote your shares in accordance with your instructions.
If you do not give voting instructions, your broker will nevertheless be entitled to vote your shares in its discretion on the ratification of the appointment of the independent registered public accounting firm (Proposal 5)4). Absent your instructions, the broker will not be permitted, however, to vote your shares on the election of directors (Proposal 1), the advisory vote to approve named executive officer compensation (Proposal 2), the advisory vote on the frequency of future advisory votes on executive compensation (Proposal 3), ~~the amendment to FedEx’s 2010 Omnibus Stock Incentive Plan to increase the number of authorized shares (Proposal 4)~~ or the adoption of the four stockholder proposals (Proposals 65 through 9)8), and your shares will be considered “brokernon-votes” on those proposals. See ~~“How~~“— How will brokernon-votes be treated?” below.
As the beneficial owner of shares, you are invited to attend the annual meeting. If you are a beneficial owner, however, you may not vote your shares in person at the meeting unless you obtain a legal proxy, executed in your favor, from your bank or broker.
What does it mean if I receive more than one Notice of Internet Availability, proxy card, or voting
instruction form?
If you receive more than one Notice of Internet Availability, proxy card, or voting instruction form that means your shares are registered differently and are held in more than one account. To ensure that all your shares are voted, please ~~sign and return by mail all proxy cards and voting instruction forms or~~ vote each account over the Internet or by telephone (if made available by the bank or broker with respect to any shares you hold in street name).
, or sign and return by mail all proxy cards and voting instruction forms.
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    ~~2017 Proxy Statement~~
~~INFORMATION ABOUT THE ANNUAL MEETING~~
How many shares must be present to hold the meeting?
A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in person (online) or represented by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum. Proxies received but marked as abstentions or treated as brokernon-votes will be included in the calculation of the number of shares considered to be present at the meeting.
What if a quorum is not present at the meeting?
If a quorum is not present at the meeting, the holders of a majority of the shares entitled to vote at the meeting who are present, in person (online) or represented by proxy, or the chairman of the meeting, may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given.
How can stockholders help FedEx reduce mailing costs?
If you vote on the Internet, you may elect to have next year’s proxy materials delivered to you electronically. We strongly encourage you to enroll in electronic delivery. Opting to receive your proxy materials electronically will reduce the cost of producing and mailing documents and help us contribute to sustainable practices.
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Table of Contents
Information About the Annual Meeting
How do I vote?
1.
~~YOU MAY VOTE BY MAIL.~~
You may vote on the Internet or by telephone
If you are a registered stockholder, you may vote on the Internet or by telephone by following the instructions included on the Notice of Internet Availability or proxy card. If you vote on the Internet or by telephone, you do not have to mail in a proxy card. If you are the beneficial owner of shares held in street name, you still may be able to vote your shares electronically on the Internet or by telephone. The availability of Internet and telephone voting will depend on the voting process of your bank or broker. We recommend that you follow the instructions set forth on the Notice of Internet Availability or voting instruction form provided to you.
You may vote by mail
If you properly complete, sign, and date ~~the accompanying~~a proxy card or voting instruction form provided to you and return it in the ~~enclosed~~ envelope provided, it will be voted in accordance with your instructions. The enclosed envelope requires no additional postage if mailed in the United States.
2.
~~YOU MAY VOTE BY TELEPHONE OR ON THE INTERNET.~~
All stockholders of record can vote by written proxy card. If you are a ~~registered~~ stockholder of record and receive the Notice of Internet Availability, you may ~~vote by telephone or on the Internet~~request a written proxy card by following the instructions included on the proxy card. If you vote by telephone or on the Internet, you do not have to mail in your proxy card. If you wish to attend the meeting in person, however, you will need to register in advance to obtain an admission ticket. For more information on how to register to attend the annual meeting and obtain an admission ticket, please see “Do I have to register in advance to attend the meeting?” and “Who can attend the meeting?” on page 90. Internet and telephone voting are available 24 hours a day. Votes submitted through the Internet or by telephone must be received by 11:59 p.m. Eastern time on September 24, 2017.
If you are the beneficial owner of shares held in street name, you still may be able to vote your shares electronically by telephone or on the Internet. The availability of telephone and Internet voting will depend on the voting process of your bank or broker. We recommend that you follow the instructions set forth on the voting instruction form provided to you.
NOTE: If you vote on the Internet, you may elect to have next year’s proxy statement and annual report to stockholders delivered to you electronically. We strongly encourage you to enroll in electronic delivery. It is a cost-effective way for us to provide you with proxy materials and annual reports.
3.
YOU MAY VOTE IN PERSON AT THE MEETING. If you are a registered stockholder and attend the meeting, you may deliver your completed proxy card in person. Additionally, we will pass out ballots to registered stockholders who wish to vote in person at the meeting.notice. If you are a beneficial owner, ~~of shares held in street name who wishes to vote at the meeting,~~ you ~~will need to obtain~~may request a ~~legal proxy~~voting instruction form from your bank or ~~broker, bring it with~~broker.
You may vote online during the virtual meeting
You may vote online during the virtual meeting by following the instructions provided at www.virtualshareholdermeeting.com/FDX2023 and entering the 16-digit control number on your Notice of Internet Availability, proxy card, or voting instruction form when you toaccess the virtual meeting and hand it in with a signed ballot that will be provided to you at the meeting. Beneficial owners will not be able to vote their shares at the meeting without a legal proxy. To attend the annual meeting in person, you must register in advance to obtain an admission ticket. For more information on registering to attend the annual meeting and obtaining an admission ticket, please see “Do I have to register in advance to attend the meeting?” and “Who can attend the meeting?” on page 90.
website.
~~2017 Proxy Statement~~     89
~~INFORMATION ABOUT THE ANNUAL MEETING~~
How do I vote my shares held in a FedEx employee stock purchase
plan or benefit plan?
If you own shares of FedEx common stock through a FedEx or subsidiary employee stock purchase plan or benefit plan (a “FedEx benefit plan holder”), you can direct the record holder or the plan trustee to vote the shares held in your account in accordance with your instructions by completing ~~the~~any proxy card or voting instruction ~~card~~form you receive in the mail and returning it in the ~~enclosed~~ envelope provided or by registering your instructions via the Internet or telephone as directed on the Notice of Internet Availability or proxy ~~card.~~card you receive. If you register your voting instructions by telephone or on the Internet, you do not have to mail in the proxy card. If you wish to attend the meeting in person, however, you will need to register in advance to obtain an admission ticket. For more information on how to register to attend the annual meeting and obtain an admission ticket, please see “Do I have to register in advance to attend the meeting?” and “Who can attend the meeting?” below. In order to instruct a record holder or plan trustee on the voting of shares held in your account, your instructions must be received by ~~Wednesday,~~ September ~~20, 2017.~~17, 2023. If your voting instructions are not received by that date, each plan trustee will vote your shares in the same proportion as the plan shares for which voting instructions have been received.
Do I have to register in advance to attend the meeting?
We will have a virtual-only annual meeting of stockholders in 2023. The meeting will be ~~held~~conducted exclusively via live audio webcast. You do not have to register in advance to attend the virtual meeting. To participate in the ~~auditorium~~virtual meeting, please visit www.virtualshareholdermeeting.com/FDX2023 and enter the 16-digit control number included in your Notice of Internet Availability, on your proxy card, or on the voting instruction form that accompanied your proxy materials. You may begin to log into the meeting platform at ~~the FedEx Express World Headquarters, 3670 Hacks Cross Road, Building G, Memphis, Tennessee 38125,~~7:45 a.m. Central Time on ~~Monday,~~Thursday, September ~~25, 2017,~~21, 2023. The meeting will begin promptly at 8:00 a.m. ~~local time. If you plan to attend the meeting in person, you must be a stockholder as of July 31, 2017, the record date. In addition,you must register by 11:59 p.m. Eastern time~~Central Time on ~~Thursday,~~ September 21, ~~2017 to attend the meeting in person~~.2023. See the following question ~~“Who~~“— Who can attend the meeting?” and “Virtual Meeting Information” below for ~~details on how to register in advance.~~additional details.
Who can attend the meeting?
Only stockholders eligible to vote or their authorized representatives are entitled to attend the meeting. If you plan to attend the meeting in person, you must be a holder of FedEx shares as of the record date and register in advance in order to obtain an admission ticket. The procedure for obtaining an admission ticket depends on whether you are a stockholderStockholders of record ~~(or a FedEx benefit plan holder who receives a proxy card) or a beneficial owner~~and “street name” holders at the close of shares held in street name. In order to be admitted to the meeting, you must present both an admission ticket and a valid government-issued photo identification, such as a driver’s license or a passport.
~~If you are a stockholder of record (or a FedEx benefit plan holder who receives a proxy card with a 15-digit control number) you may register to~~business on July 27, 2023, can attend the meeting by accessing ~~www.investorvote.com/FEDX. On this~~www.virtualshareholdermeeting.com/FDX2023 and entering the 16-digit control number included in the proxy materials previously received. Please note that the www.virtualshareholdermeeting.com/FDX2023 website ~~stockholders of record (and applicable FedEx benefit plan holders)~~ will ~~find instructions~~not be active until approximately two weeks before the meeting date. If you hold your shares in street name and did not receive a 16-digit control number, please contact your bank, broker, or other nominee at least five days before the meeting and obtain a legal proxy to ~~register and print out~~be able to participate in or vote at the ~~admission ticket.~~ meeting.
If you do not have ~~access to the Internet,~~a 16-digit control number, you may ~~register by calling FedEx Investor Relations at 1-901-818-7200. You will need the 15-digit control number included on your proxy card to register.~~
~~If your shares are held in street name and you receive the proxy materials and voter instruction form from Broadridge, you may register to~~still attend the meeting ~~by accessing www.ProxyVote.com/register. On this website, these street-name holders will find instructions~~as a guest in listen-only mode. To attend as a guest, please access www.virtualshareholdermeeting.com/FDX2023 and enter the information requested on the screen to register and print out the admission ticket. If you do not have access to the Internet, you may register by calling FedEx Investor Relations at 1-901-818-7200. You will need the 16-digit control number included on your voting instruction form to register. Street-name holders who do not receive their proxy materials from Broadridge (and FedEx benefit plan holders who receive a voting instruction card without a control number) may register to attend the meeting by contacting FedEx Investor Relations at 1-901-818-7200 or ir@fedex.com. These other street-name holders and FedEx benefit plan holders will be required to provide proof of ownership, such as a ~~brokerage account statement, which clearly shows your ownership of FedEx common stock as of the record date.~~guest. Please note that you will not ~~be able~~have the ability to ask questions or vote ~~your shares at~~during the meeting ~~without~~if you participate as a ~~legal proxy.~~
~~If you wish to attend the meeting in person, you must register by 11:59 p.m. Eastern time on Thursday, September 21, 2017, in order to obtain an admission ticket.~~
~~If you have any questions regarding admission to the meeting or the registration process, please contact FedEx Investor Relations at 1-901-818-7200 or ir@fedex.com.~~
guest. See “Virtual Meeting Information” below for additional details.
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~~INFORMATION ABOUT THE ANNUAL MEETING~~
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Information About the Annual Meeting
Security measures will be in place at the meeting to help ensure the safety of attendees. Metal detectors similar to those used in airports will be located at the entrance to the meeting room, and briefcases, handbags and packages will be inspected. No cameras or recording devices of any kind, or signs, placards, banners or similar materials, may be brought into the meeting. Anyone who refuses to comply with these requirements will not be admitted.
Can I change my vote after I submit my proxy?
Yes, if you are a registered stockholder you may revoke your proxy and change your vote prior to the completion of voting at the meeting by:
a later-dated vote on the Internet or by telephone or submitting a valid, later-dated proxy card in a timely manner (the latest-dated, properly completed proxy that you submit in a timely manner, whether on the Internet, by telephone, or by mail, will count as your vote); or
giving written notice of such revocation to the Secretary of FedEx prior to the meeting or by voting online at the annual meeting by entering the 16-digit control number found on your proxy card, voting instruction form, or Notice of Internet Availability, as applicable.
submitting a valid, later-dated proxy card or a later-dated vote by telephone or on the Internet in a timely manner (the latest-dated, properly completed proxy that you submit in a timely manner, whether by mail, by telephone or on the Internet, will count as your vote); or
~~giving written notice of such revocation to the Secretary of FedEx prior to or at the meeting or by voting in person at the meeting.~~
Your attendance at the meeting itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote ~~in person~~online at the virtual meeting.
If your shares are held in street name, you should contact your bank or broker and follow its procedures for changing your voting instructions. You also may vote in person at the meeting if you obtain a legal proxy from your bank or broker.
Will my vote be kept confidential?
Yes, your vote will be kept confidential and not disclosed to FedEx unless:
required by law;
necessary to assert or defend claims for or against the company;
you expressly request disclosure of your vote;
you communicate your vote to management by following the instructions on your proxy card; or
there is a proxy contest.
~~required by law;~~
~~you expressly request disclosure on your proxy; or~~
~~there is a proxy contest.~~
Who will count the votes?
~~FedEx’s transfer agent, Computershare Trust Company, N.A.,~~Broadridge Investor Communication Solutions, Inc. (“Broadridge”) will tabulate and certify the votes. A representative of ~~the transfer agent~~Broadridge will serve as the inspector of election.
What if I am a registered stockholder and do not specify how my
shares are to be voted on my proxy card?
If you sign and properly submit a proxy card but do not indicate any voting instructions, your shares will be voted:
~~FOR the election of each of the twelve nominees named in this proxy statement to the Board of Directors;~~
~~FOR the advisory proposal to approve named executive officer compensation;~~
~~for future advisory votes on executive compensation to be held EVERY YEAR;~~
~~FOR the adoption of the amendment to FedEx’s 2010 Omnibus Stock Incentive Plan to increase the number of authorized shares;~~
~~FOR the ratification of the appointment of Ernst & Young LLP as FedEx’s independent registered public accounting firm; and~~
~~AGAINST each of the stockholder proposals.~~
FOR the election of each of the thirteen nominees named in this proxy statement to the Board of Directors;
FOR the advisory proposal to approve named executive officer compensation;
~~2017 Proxy Statement~~    For future advisory votes on executive compensation to be held every 1 YEAR;
FOR the ratification of the appointment of Ernst & Young LLP as FedEx’s independent registered public accounting firm; and
91AGAINST each of the four stockholder proposals.
~~INFORMATION ABOUT THE ANNUAL MEETING~~
Will any other business be conducted at the meeting?
We know of no other business to be conducted at the meeting. FedEx’s Bylaws require stockholders to give advance notice of any proposal intended to be presented at the meeting. The deadline for this notice has passed and we did not receive any such notice. If any other matter properly comes before the stockholders for a vote at the meeting, the proxy holders will vote your shares in accordance with their best judgment.
What happens if a director nominee does not receive the required
majority vote?
Each nominee is a current director who is standing for reelection. Accordingly, each nominee has tendered an irrevocable resignation from the Board of Directors that will take effect if the nominee does not receive the required majority vote and the Board accepts the resignation. If the Board accepts the resignation, the nominee will no longer serve on the Board of Directors, and if the Board rejects the resignation, the nominee will continue to serve until his or her successor has been duly elected and qualified or until his or her earlier disqualification, death, resignation, or removal. See ~~“Corporate Governance Matters~~“Process for Selecting Directors — Nomination Process — Majority-Voting Standard for Director Elections” above.
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Information About the Annual Meeting
What happens if a director nominee is unable to stand for election?
If a director nominee named in this proxy statement is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote your shares for the substitute nominee.
What happens if a stockholder proposal is approved?
~~Approval~~The stockholder proposals are non-binding. Therefore, approval of a stockholder proposal would merely serve as a recommendation to the Board to take the necessary steps to implement such proposal.
What is the effect of a stockholder not casting a vote?
If you are a registered stockholder and you do not vote electronically on the Internet or by telephone or sign and return your proxy card, no votes will be cast on your behalf on any of the items of business at the meeting.
If you hold your shares in street name and you do not instruct your bank or broker how to vote your shares, your broker may vote your shares in its discretion on the ratification of the appointment of the independent registered public accounting firm but will not be allowed to vote your shares on any of the other proposals. See “— How will broker non-votes be treated” below.
How will abstentions be treated?
Abstentions will have no effect on the election of directors (Proposal 1). For each of the other proposals (Proposals 2 through 9)8), abstentions will be treated as shares present for quorum purposes and entitled to vote, so they will have the same practical effect as votes against the ~~proposal (including having the effect of a vote against each frequency option with respect to the advisory vote on the frequency of future advisory votes on executive compensation).~~proposal.
92
    ~~2017 Proxy Statement~~
~~INFORMATION ABOUT THE ANNUAL MEETING~~
How will brokernon-votes be treated?
If your shares are held in street name, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank or broker by the deadline provided in the materials you receive from your bank or broker.
If you hold your shares in street name and you do not instruct your broker how to vote your shares, your broker may vote your shares in its discretion on the ratification of the appointment of the independent registered public accounting firm (Proposal 5)4). Your shares will be treated as brokernon-votes on all of the other proposals, including the election of directors (Proposal 1).
Brokernon-votes will be treated as shares present for quorum purposes, but not entitled to vote. Thus, absent voting instructions from you, your broker may not vote your shares on the election of directors (Proposal 1), the advisory vote to approve named executive officer compensation (Proposal 2), the advisory vote on the frequency of future advisory votes on executive compensation (Proposal 3), ~~the amendment to FedEx’s 2010 Omnibus Stock Incentive Plan to increase the number of authorized shares (Proposal 4)~~ or the adoption of the four stockholder proposals (Proposals 65 through 9)8). A brokernon-vote with respect to these proposals will not affect their outcome.
Will the meeting be webcast?
~~Yes, you are invited~~The annual meeting of stockholders will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/FDX2023, and is available to ~~visit~~FedEx’s stockholders as of the record date. Guests may also attend the virtual meeting. A replay of the annual meeting will be available under the News & Events ~~section of~~heading on the Investor Relations page of our website (~~http://~~investors.fedex.com) ~~at 8:00 a.m. Central time on September 25, 2017, to access~~approximately 24 hours after the ~~live webcast of the meeting. An archived copy of the webcast~~meeting ends and will beremain available on our website for at least one ~~month.~~ month following the meeting.
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VIRTUAL MEETING INFORMATION
The annual meeting of stockholders in 2023 will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/FDX2023. There will not be a physical location for the annual meeting, and you will not be able to attend the meeting in person.
We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would have at an in-person meeting. To participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/FDX2023 and enter the 16-digit control number included in your Notice of Internet Availability, on your proxy card, or on the voting instruction form that accompanied your proxy materials. If you hold your shares in street name and did not receive a 16-digit control number, please contact your bank, broker, or other nominee at least five days before the meeting and obtain a legal proxy to be able to participate in or vote at the meeting. You may begin to log into the meeting platform beginning at 7:45 a.m. Central Time on Thursday, September 21, 2023. The meeting audio webcast will begin promptly at 8:00 a.m. Central Time on September 21, 2023.
The virtual meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plug-ins. Please ensure that you have a strong Wi-Fi connection wherever you intend to participate in the meeting. Please also give yourself sufficient time to log-in and ensure you can hear the streaming audio before the meeting starts. If you experience any technical difficulties accessing the annual meeting or during the meeting, please call the toll-free number that will be available on www.virtualshareholdermeeting.com/FDX2023 for assistance. We will have technicians ready to assist you with any technical difficulties you have beginning 15 minutes prior to the start of the annual meeting.
You have multiple opportunities to submit questions. You may submit questions in advance of the annual meeting of stockholders beginning on September 7, 2023 by logging into www.proxyvote.com and entering your 16-digit control number. Once past the log-in screen, click on “Question for Management,” type in the question, and click “Submit.” Alternatively, stockholders will be able to submit questions live during the virtual meeting by typing the question into the “Ask a Question” field and clicking submit. In the interest of providing the opportunity for as many stockholders to have their questions answered as possible, we ask that stockholders limit themselves to one question each and provide their name and contact details when submitting a question through the meeting platform. We will answer questions that comply with the meeting rules of conduct during the annual meeting of stockholders, subject to time constraints. If we receive substantially similar questions, we will group such questions together. Questions relevant to meeting matters that we do not have time to answer during the meeting will be posted to our website following the meeting. Questions regarding personal matters or matters not relevant to meeting matters will not be answered.
If you do not have a 16-digit control number, you may still attend the meeting as a guest in listen-only mode. To attend as a guest, please access www.virtualshareholdermeeting.com/FDX2023 and enter the information requested on the screen to register as a guest. Please note that you will not have the ability to ask questions or vote during the meeting if you participate as a guest. An archived copy of the audio webcast will be made available on our website (investors.fedex.com) after the meeting and will remain available for at least one month following the meeting.
If you encounter any technical difficulties with the virtual meeting website on the meeting day, please call the technical support number that will be posted on the virtual meeting log-in page. Technical support will be available starting at 7:45 a.m. Central Time and until the meeting has finished.
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ADDITIONAL INFORMATION
General Information
The principal executive offices of FedEx Corporation are located at 942 South Shady Grove Road, Memphis, Tennessee 38120.
FedEx’s ~~website, however,~~Annual Report to Stockholders for the fiscal year ended May 31, 2023, which includes FedEx’s fiscal 2023 audited consolidated financial statements, accompanies this proxy statement. Although the Annual Report is being distributed with this proxy statement, it does not constitute a part of the proxy solicitation materials and is not incorporated by reference into this proxy statement. In addition, the information on any website referenced in this proxy statement, including fedex.com, investors.fedex.com, fedex.com/en-us/about/diversity-inclusion.html, fedex.com/en-us/sustainability/reports.html, and ~~does~~economicimpact.fedex.com is not ~~form~~deemed to be part of or incorporated by reference into this proxy statement.
~~2017 Proxy Statement~~     93
~~ADDITIONAL INFORMATION~~
Proxy Solicitation
FedEx will bear all costs of this proxy solicitation. In addition to soliciting proxies by this ~~mailing,~~distribution, our directors, officers, and regular employees may solicit proxies personally or by mail, telephone, facsimile, or other electronic means, for which solicitation they will not receive any additional compensation. FedEx will reimburse brokerage firms, custodians, fiduciaries, and other nominees for theirout-of-pocket expenses in forwarding solicitation materials to beneficial owners upon our request. FedEx has retained Morrow Sodali LLC, 470 West Ave., Stamford, CT 06902, to assist in the solicitation of proxies for a fee of $12,500 plus reimbursement of certain disbursements and expenses.
Householding
~~Householding~~
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery will receive only one copy of ~~this~~the Notice of Internet Availability or proxy ~~statement and the 2017 Annual Report to Stockholders,~~materials, unless contrary instructions have been received from one or more of these stockholders. This procedure will reduce our printing costs and postage fees.
Stockholders who participate in householding and receive full sets of the proxy materials will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings.
If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of ~~our annual report and~~the Notice of Internet Availability or multiple sets of proxy ~~statement,~~materials, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of ~~our annual report and~~the Notice of Internet Availability or the proxy ~~statement~~materials for your household, please contact our transfer agent at Computershare Trust Company, N.A. (for overnight mail delivery: ~~462 South 4~~^th ~~Street,~~150 Royall St., Suite ~~1600, Louisville, Kentucky 40202;~~101, Canton, Massachusetts 02021; for regular mail delivery: P.O. Box ~~505000, Louisville, Kentucky 40233-5000;~~43006, Providence, Rhode Island 02940-3006; by telephone: in the U.S. or Canada,1-800-446-2617; outside the U.S. or Canada,1-781-575-2723).
If you participate in householding and wish to receive a separate copy of ~~this~~the Notice of Internet Availability or the proxy ~~statement and the 2017 Annual Report to Stockholders,~~materials, or if you do not wish to participate in householding and prefer to receive separate copies of future ~~annual reports and~~Notices of Internet Availability or sets of proxy ~~statements,~~materials, please contact Computershare as indicated above. A separate copy of ~~this~~the Notice of Internet Availability or the proxy ~~statement and the 2017 Annual Report to Stockholders~~materials will be delivered promptly upon request.
Beneficial owners of shares held in street name can request information about householding from their ~~banks, brokerage firms~~bank, broker, or other holders of record.
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    ~~2017 Proxy Statement~~
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STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS FOR ~~2018~~2024 ANNUAL MEETING
Stockholder Proposals for ~~2018~~2024 Annual Meeting
Stockholder proposals (other than director nominations) intended to be included in the proxy statement and presented at FedEx’s ~~2018~~2024 annual meeting must be received by FedEx no later than April ~~16, 2018,~~12, 2024 and must comply with applicable SEC rules, including Rule 14a-8, to be eligible for inclusion in FedEx’s proxy ~~statement and form of proxy~~materials for next year’s meeting. Proposals should be addressed to FedEx Corporation, Attention: Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120.
For any proposal that is not submitted for inclusion in next year’s proxy statement (as described in the preceding paragraph or in the proxy access director nominations section below), but is instead sought to be presented directly at the ~~2018~~2024 annual meeting, including director nominations, FedEx’s Bylaws require stockholders to give advance notice of such proposals. The required notice, which must include the information and documents set forth in the Bylaws, must be given no more than 120 days and no less than 90 days in advance of the anniversary date of the immediately preceding annual meeting. Accordingly, with respect to our ~~2018~~2024 annual meeting of stockholders, our Bylaws require notice to be provided to the Corporate Secretary at the address listed above, as early as May ~~28, 2018,~~24, 2024, but no later than June ~~27, 2018.~~23, 2024.
To comply with the universal proxy rules, stockholders who intend to solicit in support of director nominees other than FedEx’s nominees must provide a notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, by no later than July 23, 2024.
Proxy Access Director Nominations
Our proxy access bylaw permits up to 20 stockholders owning 3% or more of FedEx’s outstanding voting stock continuously for at least three years to nominate and include in FedEx’s proxy materials director nominees constituting up to two individuals or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.
FedEx’s Bylaws require stockholders to give advance notice of any proxy access director nomination. The required notice, which must include the information and documents set forth in the Bylaws, must be given no more than 150 days and no less than 120 days prior to the anniversary of the date that FedEx mailed its proxy statement for the prior year’s annual meeting of stockholders. Accordingly, with respect to our ~~2018~~2024 annual meeting of stockholders, our Bylaws require notice to be provided to the Corporate Secretary at the address listed above, as early as March ~~17, 2018,~~13, 2024, but no later than April ~~16, 2018.~~12, 2024.
Additional Information
Our Bylaws are available under ~~“Policies and Guidelines” in~~“Governance” below the ~~Governance & Citizenship section of~~ESG heading on the Investor Relations page of our website at~~http://~~investors.fedex.com. Except as otherwise provided by law, the chairman of the meeting will declare out of order and disregard any nomination or other business proposed to be brought before the meeting by a stockholder that is not made in accordance with our Bylaws.
By order of the Board of Directors,
~~Christine P. Richards~~
MARK R. ALLEN
Executive Vice President,
General Counsel and Secretary
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Appendix A
COMPANIES IN DIRECTOR COMPENSATION COMPARISON SURVEY GROUP
3M Company D.R. Horton, Inc. NVIDIA Corporation
Abbott Laboratories Duke Energy Corporation ~~2017 Proxy Statement~~     95
~~APPENDIX A~~ ~~COMPANIES IN EXECUTIVE COMPENSATION COMPARISON SURVEY GROUP~~
Occidental Petroleum Corporation
3MAbbVie Inc.
Eli Lilly and Company
~~ABB ASEA Brown Boveri Ltd.~~
Oracle Corporation
Accenture plc
~~Alphabet~~
Energy Transfer L.P. Paramount Global
Albertsons Companies, Inc.
~~Amazon.com,~~
Enterprise Products Partners L.P. PayPal Holdings, Inc.
Alimentation Couche-Tard Inc. Exelon Corporation PBF Energy Inc.
The Allstate Corporation General Dynamics Corporation Penske Automotive Group, Inc.
Altria Group, Inc. General Electric Company PepsiCo, Inc.
American Airlines Group Inc. The Goldman Sachs Group, Inc. Performance Food Group Company
American Express Company HCA Healthcare, Inc. Pfizer Inc.
American International Group, Inc. Hewlett Packard Enterprise Company Philip Morris International Inc.
Amgen Inc. Honeywell International Inc. Plains All American Pipeline, L.P.
Archer-Daniels-Midland Company
~~AstraZeneca PLC~~
~~AT&T~~ HP Inc.
~~Avnet,~~ The Proctor & Gamble Company
Arrow Electronics, Inc.
~~BASF SE~~
~~Bayer AG~~
~~Bechtel~~ Humana Inc. The Progressive Corporation
AutoNation, Inc. Intel Corporation Prudential Financial, Inc.
Bank of America Corporation International Business Machines Corporation Publix Super Markets, Inc.
Best Buy Co., Inc.
~~Bridgestone Corporation~~
~~Bunge Limited~~
~~C&S Wholesale Grocers,~~ Jabil Inc.
~~Canon Inc.~~
~~Caterpillar Inc.~~
~~Centrica plc~~
~~CHS Inc.~~
~~Cisco Systems, Inc.~~
~~CNH Industrial N.V.~~
~~Comcast Corporation~~
~~Compass Group PLC~~
~~ConocoPhillips~~
~~Continental AG~~
~~Deere &~~ QUALCOMM Incorporated
The Boeing Company
~~Delhaize Group~~
~~Dell Inc.~~
~~Delta Air Lines, Inc.~~
~~DENSO Corporation~~
~~Deutsche Post AG~~
~~DIRECTV, LLC~~
~~E. I. du Pont de Nemours and Company~~
~~Energy Transfer Partners, L.P.~~
~~ENGIE~~
~~Enterprise Products Partners L.P.~~
~~Exelon Corporation~~
F.~~Hoffman-La~~ ~~Roche Ltd~~
~~Furukawa Co., Ltd.~~
~~General Dynamics Corporation~~
~~GlaxoSmithKline plc~~
~~Halliburton Company~~
~~HCA Healthcare, Inc.~~
~~Hitachi, Ltd.~~
~~Honeywell International Inc.~~
~~Iberdrola, S.A.~~
~~INEOS Group Holdings S.A.~~
~~Intel Corporation~~
~~International Business Machines Corporation~~
Johnson & Johnson
~~Johnson Controls,~~ Raytheon Technologies Corporation
Bristol Myers Squibb Company Kraft Heinz Company Salesforce, Inc.
~~LM Ericsson Telephone Company~~
Broadcom Inc. Lennar Corporation Starbucks Corporation
Capital One Financial Corporation Lockheed Martin Corporation
~~L’Oréal S.A.~~
StoneX Group Inc.
Carmax, Inc. Lowe’s Companies, Inc.
Sysco Corporation
Caterpillar Inc. LyondellBasell Industries N.V.
TD Synnex Corporation
CBRE Group, Inc. Macy’s, Inc.
~~Marathon Petroleum Corporation~~
~~Mars, Incorporated~~
~~McDonald’s Corporation~~
Tesla, Inc.
Charter Communications, Inc. Medtronic Public Limited Company Thermo Fisher Scientific Inc.
Chubb Limited Merck & Co., Inc.
~~Microsoft Corporation~~
The TJX Companies, Inc.
Cisco Systems, Inc. MetLife, Inc. T-Mobile US, Inc.
Citigroup Inc. Micron Technology, Inc. The Travelers Companies, Inc.
The Coca-Cola Company Molina Healthcare, Inc. Tyson Foods, Inc.
ConocoPhillips Mondelez International, Inc.
~~Nestlé S.A.~~
~~News~~ United Natural Foods Inc.
Danaher Corporation
Morgan Stanley United Parcel Service, Inc.
Deere & Company Netflix, Inc. US Foods Holding Corp.
Delta Air Lines, Inc. NIKE, Inc.
~~Nissan Motor Co., Ltd.~~
~~Novartis AG~~
~~Panasonic~~ The Walt Disney Company
Dollar General Corporation
~~PepsiCo,~~ Northrop Grumman Corporation Wells Fargo & Company
Dollar Tree, Inc.
NRG Energy, Inc. World Fuel Services Corporation
Dow Inc. Nucor Corporation

2023 Proxy Statement A-1

Table of Contents
Appendix B
COMPANIES IN EXECUTIVE COMPENSATION COMPARISON SURVEY GROUP
AbbVie Inc. GE Healthcare Pfizer Inc.
~~Publix Super Markets, Inc.~~
~~QUALCOMM Incorporated~~
Accenture plc GE Power – Gas Power Raytheon Technologies Corporation
Ahold Delhaize GE Power Portfolio Rio Tinto Group
Airbus Group (EADS) GE Renewable Energy Roche Holding
American Airlines Group, Inc. General Electric Company Saint-Gobain
Anheuser-Busch InBev SA/NV General Motors Company Sanofi SA
ArcelorMittal SA GlaxoSmithKline plc
~~Rite Aid~~ Stellantis N.V.
Archer-Daniels-Midland Company HCA Healthcare plc Sumitomo Corporation
~~Robert Bosch GmbH~~
~~Royal Philips~~
~~S&I Holdings~~
~~Sabic Innovative Plastics US~~ of Americas
Bayer AG Hewlett Packard Enterprises, LLC
~~Samsung Electronics~~ SYSCO Corporation
Best Buy Co., Inc. Hitachi Solutions America, Ltd.
~~Sanofi~~
~~Schlumberger Limited~~
~~Schneider Electric SE~~
~~Sears Holdings Corporation~~
~~Siemens AG~~
~~Sony Corporation~~
~~Sprint Corporation~~
~~Statoil ASA~~
~~Sysco Corporation~~
Target Corporation
~~Telefónica, S.A~~
~~Tesoro Corporation~~
The Boeing Company
~~TheCoca-Cola~~ ~~Company~~
Hitachi Vantara Corporation Telefónica
Bristol-Myers Squibb Co. Humana, Inc. The Dow Chemical Company
Bunge Ltd. Iberdola SA ~~2017 Proxy Statement~~     ~~A-1~~
~~Appendix A    Companies in Executive Compensation Comparison Survey Group~~
The Home Depot, Inc.
Cardinal Health, Inc. International Business Machines Corporation The Kroger ~~Co.~~
Company
Cargill Corporation Intel Corporation The Phillips 66 Corporation
Caterpillar Inc. Johnson & Johnson The Procter & Gamble Company
Charter Communications, Inc. Lockheed Martin Corporation The TJX Companies, Inc.
Chevron Corporation Lowe’s Companies, Inc. T-Mobile US, Inc.
Cisco Systems, Inc. Marathon Petroleum Corporation Tyson Foods, Inc.
Comcast Corporation Mars Incorporated Unilever United States, Inc.
Continental Automotive Systems Merck & Co., Inc. United Continental Holdings, Inc.
Dell Inc. Meta Platforms, Inc. United Parcel Service, Inc.
EDF Renewable Energy Microsoft Corporation United Technologies Corporation
Enel Green Power Mitsubishi International Universal Parks and Resorts
ENGIE Energy North America Nestlé USA Valero Energy Corporation
Everis USA Inc. Nissan Motor Verizon Communications
Ford Motor Company Novartis AG Verizon Media
Framatome Panasonic of North America Walgreen Boots Alliance, Inc.
GE Aviation PepsiCo, Inc. The Walt Disney Company
~~Time Warner Inc.~~
~~T-Mobile~~ ~~US, Inc.~~
~~Toshiba Corporation~~

2023 Proxy Statement       ~~Twenty-First~~ ~~Century Fox, Inc.~~
~~Tyson Foods, Inc.~~
~~Unilever N.V.~~
~~Unilever PLC~~
~~United Continental Holdings, Inc.~~
~~United Parcel Service, Inc.~~
~~United Technologies Corporation~~
~~Veolia Environnement~~B-1

Table of Contents
Appendix C
RECONCILIATIONS OF NON-GAAP
FINANCIAL MEASURES
Non-GAAP Financial Measures
The company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP” or “reported”). We have supplemented the reporting of our financial information determined in accordance with GAAP with certain non-GAAP (or “adjusted”) financial measures.
We believe these adjusted financial measures facilitate analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of, or are unrelated to, the company’s and our business segments’ core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. These adjustments are consistent with how management views our businesses. Management uses these non-GAAP financial measures in making financial, operating, compensation, and planning decisions and evaluating the company’s and each business segment’s ongoing performance.
Our non-GAAP financial measures are intended to supplement and should be read together with, and are not an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of our financial statements should not place undue reliance on these non-GAAP financial measures. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names.
See our earnings releases, which are available under the News & Events heading on the Investor Relations page of our website at investors.fedex.com, for additional details regarding the reconciliation of GAAP and non-GAAP financial measures below.
Mark-to-Market Retirement Plans Accounting and Other Adjustments to EPS for LTI Plan Purposes
All LTI plans include the achievement of EPS goals for the three-fiscal-year period as the most heavily weighted performance metric. The LTI plan design provides for payouts for the EPS plan component that correspond to specific EPS goals established by the Board of Directors that represent total growth in EPS (over a base year) for the three-year term of the LTI plan. The Board of Directors, upon the recommendation of the Compensation and Human Resources Committee (“Compensation & HR Committee”), approved the exclusion of certain items from fiscal 2020, 2021, 2022, and 2023 EPS for purposes of FedEx’s FY21–FY23, FY22–FY24, and FY23–FY25 LTI plans and for establishing the baseline EPS for the FY21–FY23, FY22–FY24, FY23–FY25, and FY24–FY26 LTI plans, as applicable. The Board determined that, by excluding each of these items, payouts, if any, under the LTI plans will more accurately reflect FedEx’s core financial performance in fiscal 2020, 2021, 2022, and 2023, as applicable.
Mark-to-Market Retirement Plans Accounting and Other Adjustments
The mark-to-market retirement plans accounting adjustments (“MTM Adjustments”), which reflect year-end and other adjustments to the valuation of the company’s defined benefit pension and other postretirement plans, can vary dramatically from year-to-year, as they are significantly impacted by changes in interest rates and the financial markets. As a result, the Board previously determined that MTM Adjustments will be excluded from EPS calculations under all LTI plans. Additionally, during each of fiscal 2020, 2021, 2022, and 2023, the Board, upon the recommendation of the Compensation & HR Committee, approved the exclusion of certain other items described in this Appendix C from each fiscal year’s EPS for the applicable LTI plans because they are unrelated to the company’s core financial performance.
Stock Repurchase Program-Related Adjustments to EPS for LTI Plan Purposes
During fiscal 2022 and fiscal 2023, the Company repurchased 8,857,202 shares and 9,180,752 shares, respectively, under stock repurchase programs. Because the positive impact on EPS resulting from the fiscal 2022 and 2023 stock repurchases did not reflect core business performance, the Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of the impact of the fiscal 2022 and fiscal 2023 stock repurchases in excess of that which offset dilution from equity awards from fiscal 2022 and fiscal 2023 EPS for purposes of calculating attainment under the FY21–FY23, FY22–FY24, and FY23–FY25 LTI plans.
The following tables presents a reconciliation of our presented non-GAAP measures for fiscal 2020, 2021, 2022, and 2023 to the most directly comparable GAAP measures.
~~A-2~~2023 Proxy Statement
    ~~2017 Proxy Statement~~
C-1

Table of Contents
Appendix C – Reconciliations of Non-GAAP Financial Measures
~~APPENDIX B~~
~~RECONCILIATIONS OFNON-GAAP~~ ~~MEASURES~~
Fiscal ~~2017~~2023 Reconciliations for Fiscal ~~2017~~2023 AIC Plan and
~~FY2015–FY2017~~
FY21–FY23, FY22-FY24, FY23-FY25, and ~~Active~~FY24-FY26 LTI Plans
As described in “Executive Compensation — Compensation Discussion and Analysis,” the Board of Directors, upon the recommendation of the Compensation & HR Committee, ~~designed or later adjusted~~approved the exclusion of certain items from fiscal 2023 earnings for purposes of the fiscal ~~2017~~2023 AIC plan and the ~~FY2015–FY2017, FY2016–FY2018, FY2017–FY2019~~FY21–FY23, FY22–FY24, FY23–FY25, and ~~FY2018-FY2020~~FY24–FY26 LTI plans ~~to exclude from fiscal 2017 earnings~~(collectively, the “LTI plans”). The Board approved the following ~~items (as~~exclusion from operating income for the fiscal 2023 AIC plan: fiscal 2023 costs related to business realignment activities in connection with the FedEx Express workforce reduction plan in Europe that was announced in January 2021. The Board approved the following exclusions from the LTI plans, as applicable, ~~to each plan),~~ in order to ensure that payouts under the plans more accurately reflect core financial performance in fiscal ~~2017:~~2023: (i) ~~the annual~~fiscal 2023 mark-to-market (“MTM”) ~~pension~~retirement plans accounting adjustments; (ii) ~~TNT Express integration and restructuring~~fiscal 2023 costs ~~and TNT Express’s financial results (TNT Express’s fiscal 2017 financial results are only excluded from consolidated operating income pursuant to the fiscal 2017 AIC plan); (iii) expenses~~ related to ~~the settlement of and certain expected losses relating to independent contractor litigation matters involving FedEx Ground; and (iv) charges accrued~~business realignment activities in connection with ~~pending U.S. Customs~~the FedEx Express workforce reduction plan in Europe that was announced in January 2021; (iii) costs related to our business optimization initiatives to drive efficiency among our transportation segments and ~~Border Protection matters involving FedEx Trade Networks. Additionally,~~lower our overhead and support costs; and (iv) the ~~Board approved adjustments to the FY15–FY17, FY16–FY18 and FY17–FY19 LTI plans to exclude the~~fiscal 2023 stock repurchase impact in ~~fiscal 2017~~excess of ~~stock repurchase activity (net of interest expense on debt issued to fund a portion of the applicable stock repurchase program).~~that which offset dilution from equity awards. The ~~tables~~table below ~~present~~presents a reconciliation of our presented fiscal ~~2017~~2023 non-GAAP measures to the most directly comparable GAAP measures.
FISCAL 2023

Fiscal 2017
   FedEx Corporation
Dollars in millions, except EPS

Operating
Income

Income
Taxes⁽¹⁾

Net
Income ⁽²⁾⁽³⁾

Diluted
Earnings
Per Share⁽³⁾

GAAP measure
        $ 5,037      $ 1,582         $ 2,997         $ 11.07
MTM pension accounting adjustments⁽⁴⁾
   (24 ) (18 ) (6 ) (0.02)
TNT Express integration expenses⁽⁵⁾
   327 82 245 0.91
FedEx Trade Networks legal matters
   39 15 24 0.09
FedEx Ground legal matters
   22 9 13 0.05
Non-GAAP measure for FY18-FY20 LTI plan⁽⁶⁾
        $ 5,401      $ 1,670         $ 3,273         $ 12.09
EPS impact of stock repurchases
   — — — (0.40)
Interest expense⁽⁷⁾
   — 52 89 0.33
Non-GAAP measure for FY15–FY17, FY16–FY18 LTI and FY17-FY19 LTI plans⁽⁸⁾
        $ 5,401      $ 1,722         $ 3,361         $ 12.02
TNT Express financial results (GAAP measure)
   (84 ) — — —
TNT Express integration expenses recognized at TNT Express⁽⁹⁾
   (89 ) — — —
Non-GAAP measure for fiscal 2017 AIC plan⁽¹⁰⁾
        $ 5,228 — — —
DOLLARS IN MILLIONS, EXCEPT EPS       FEDEX CORPORATION
OPERATING
INCOME       INCOME
TAXES⁽¹⁾       NET
INCOME⁽²⁾       DILUTED
EARNINGS
PER SHARE
GAAP measure         $ 4,912    $ 1,391      $ 3,972         $ 15.48
Business realignment costs⁽³⁾ 36 9 27 0.11
Non-GAAP measure for fiscal 2023 AIC plan⁽⁴⁾ $ 4,948 $ 1,400 $ 3,999 $ 15.59
Reversal of business realignment costs (36 ) (9 ) (27 ) (0.11 )
MTM retirement plans accounting adjustments⁽⁵⁾ — (157 ) (493 ) (1.92 )
Business optimization costs⁽⁶⁾ 273 64 209 0.81
EPS impact of stock repurchases that more than offset dilution from equity awards — — — (0.57 )
Non-GAAP measure for FY21–FY23 LTI plans⁽⁷⁾ $ 5,185 $ 1,298 $ 3,688 $ 13.80
Business realignment costs⁽³⁾ 36 9 27 0.11
Non-GAAP measure for FY22–FY24 and FY23–FY25 LTI plans⁽⁸⁾ $ 5,221 $ 1,307 $ 3,715 $ 13.91
Reversal of EPS impact of stock repurchases that more than
offset dilution from equity awards — — — 0.57
Non-GAAP measure for FY24–FY26 LTI plan⁽⁹⁾ $ 5,221 $ 1,307 $ 3,715 $ 14.48
⁽¹⁾
~~Fiscal 2017~~
~~FedEx Express Segment~~
~~Dollars in millions~~
~~Operating Income~~
~~GAAP measure~~
                             $ ~~2,678~~
~~TNT Express integration expenses recognized at FedEx Express~~
~~117~~
~~Non-GAAP~~ ~~measure for fiscal 2017 AIC plan~~⁽¹¹⁾
                              $ ~~2,795~~
~~(1)~~
Income taxes are based on the company’s approximate statutory tax rates applicable to each transaction.
⁽²⁾
Effect of “Total other (expense) income” on net income amount not shown.
⁽³⁾
~~Does not sum to total due to rounding.~~
Business realignment costs were recognized at FedEx Express.
⁽⁴⁾
Adjusted consolidated operating income of $4,948 million is used for purposes of the fiscal 2023 AIC plan.
⁽⁵⁾ The MTM ~~pension~~retirement plans accounting adjustments reflect theyear-end ~~noncash~~ adjustment to the valuation of the company’s defined benefit pension and other postretirement plans.
~~(5)~~⁽⁶⁾
These ~~expenses, including restructuring charges at TNT Express,~~costs were recognized at FedEx ~~Corporate ($121 million),~~Corporation and FedEx ~~Express ($117 million) and TNT Express ($89 million).~~
Express.
~~(6)~~⁽⁷⁾
Fiscal ~~2017~~2023 adjusted EPS of ~~$12.09 is the base-year EPS for the FY18–FY20 LTI plan.~~
~~(7)~~
~~Represents the income tax and net income impact of $141 million of interest expense on debt issued to fund a portion of the applicable stock repurchase program.~~
~~2017 Proxy Statement~~     ~~B-1~~
~~Appendix B    Reconciliations of Non-GAAP Measures~~
~~(8)~~
~~Fiscal 2017 adjusted EPS of $12.02 (adjusted to reflect the stock repurchase impact)~~$13.80 is used for purposes of calculating actual aggregate adjusted EPS under the ~~FY15–FY17, FY16–FY18 and FY17-FY19~~FY21–FY23 LTI ~~plans.~~
plan.
~~(9)~~⁽⁸⁾
~~$89 million~~Fiscal 2023 adjusted EPS of TNT Express integration expenses were recognized at TNT Express and included in the $327 million of TNT Express integration expenses described in footnote 5. TNT Express’s fiscal 2017 financial results are excluded from adjusted consolidated operating income pursuant to the terms of the fiscal 2017 AIC plan.
~~(10)~~
~~Adjusted consolidated operating income of $5,228 million~~$13.91 is used for purposes of calculating actual aggregate adjusted EPS under the ~~fiscal 2017 AIC~~FY22–FY24 and FY23–FY25 LTI plans.
⁽⁹⁾ Fiscal 2023 adjusted EPS of $14.48 is the baseline EPS for the FY24–FY26 LTI plan.

~~(11)~~C-2
~~FedEx Express segment adjusted operating income of $2,795 million is used for purposes of the fiscal 2017 AIC plan.~~

Table of Contents
Appendix C – Reconciliations of Non-GAAP Financial Measures
Fiscal ~~2016~~2022 Reconciliations for ~~FY2015–FY2017, FY2016–FY2018~~
Fiscal 2022 AIC Plan and
FY20–FY22, FY21–FY23, FY22–FY24, and ~~FY2017–FY2019~~FY23–FY25 LTI Plans
~~As described in “Executive Compensation — Compensation Discussion and Analysis,” the~~The Board of Directors, upon the recommendation of the Compensation & HR Committee, ~~designed or later adjusted~~approved the ~~FY2015–FY2017, FY2016–FY2018~~exclusion of certain items from fiscal 2022 earnings for purposes of the fiscal 2022 AIC plan and ~~FY2017–FY2019~~the FY20–FY22, FY21–FY23, FY22–FY24, and FY23–FY25 LTI plans ~~to exclude from fiscal 2016 earnings~~(collectively, the “LTI plans”). The Board approved the following ~~items (as~~exclusions from the fiscal 2022 AIC plan and the LTI plans, as applicable, ~~to each plan),~~ in order to ensure that payouts under the plans more accurately reflect core financial performance in fiscal ~~2016:~~2022: (i) ~~the annual MTM pension~~fiscal 2022 mark-to-market (“MTM”) retirement plans accounting adjustments; (ii) ~~expenses~~fiscal 2022 costs related to business realignment activities in connection with the ~~settlement~~FedEx Express workforce reduction plan in Europe that was announced in January 2021; (iii) the fiscal 2022 stock repurchase impact in excess of that which offset dilution from equity awards; (iv) fiscal 2022 TNT Express integration expenses; and (v) certain ~~expected losses relating to independent contractor litigation matters involving~~costs incurred in fiscal 2022 in connection with a FedEx Ground net of recognized immaterial insurance recovery; (iii) expenses related to the settlement of a U.S. Customs and Border Protection matter involving FedEx Trade Networks, net of recognized immaterial insurance recovery; (iv) expenses associated with the acquisition, financing and integration of TNT Express, net of any tax impact, and TNT Express’s fiscal 2016 financial results; (v) the favorable tax impact from an internal corporate legal entity restructuring to facilitate the integration of FedEx Express and TNT Express; and (vi) the EPS impact of stock repurchase activity (net of interest expense on debt issued to fund a portion of the applicable stock repurchase program).matter. The ~~tables~~table below ~~present~~presents a reconciliation of our presented fiscal ~~2016~~2022 non-GAAP measures to the most directly comparable GAAP measures.
FISCAL 2022

Fiscal 2016
   FedEx Corporation
Dollars in millions, except EPS

Operating
Income⁽¹⁾

Income
Taxes⁽¹⁾⁽²⁾

Net
Income⁽³⁾

Diluted
Earnings
Per Share

GAAP measure
        $ 3,077             $ 920         $ 1,820           $ 6.51
MTM pension accounting adjustments⁽⁴⁾
   1,498    552    946    3.39
TNT expenses and financial results⁽⁵⁾
   115    6    125    0.45
Tax impact — legal entity restructuring for TNT integration
   —    76    (76)    (0.27)
FedEx Ground legal matters⁽⁶⁾
   256    97    158    0.57
FedEx Trade Networks legal matter⁽⁶⁾
   69    26    43    0.15
Non-GAAP measure for FY17–FY19 LTI plan⁽⁷⁾
        $ 5,014             $ 1,678         $ 3,016           $ 10.80
EPS impact of stock repurchases
   —    —    —    (0.32)
Interest expense⁽⁸⁾
   —    19    32    0.12
Non-GAAP measure for FY15–FY17 and FY16–FY18 LTI plans⁽⁹⁾
        $ 5,014             $ 1,697         $ 3,048           $ 10.60
DOLLARS IN MILLIONS, EXCEPT EPS       FEDEX CORPORATION
OPERATING
INCOME       INCOME
TAXES⁽¹⁾       NET
INCOME⁽²⁾       DILUTED
EARNINGS
PER SHARE
GAAP measure          $ 6,245     $ 1,070       $ 3,826         $ 14.33
MTM retirement plans accounting adjustments⁽³⁾ — 379 1,199 4.49
EPS impact of stock repurchases that more than offset dilution from equity awards — — — (0.15 )
Non-GAAP measure for FY20-FY22 and FY21–FY23 LTI plans⁽⁴⁾ $ 6,245 $ 1,449 $ 5,025 $ 18.67
Business realignment costs⁽⁵⁾ 278 64 214 0.80
Non-GAAP measure for FY22–FY24 LTI plan⁽⁶⁾ $ 6,523 $ 1,513 $ 5,239 $ 19.47
FedEx Ground legal matter⁽⁷⁾ 210 50 160 0.60
Non-GAAP measure for fiscal 2022 AIC plan⁽⁸⁾ $ 6,733 $ 1,563 $ 5,399 $ 20.07
TNT Express integration expenses⁽⁹⁾ 132 29 103 0.39
Reversal of EPS impact of stock repurchases that more than offset dilution from equity awards — — — 0.15
Non-GAAP measure for FY23–FY25 LTI plan⁽¹⁰⁾ $ 6,865 $ 1,592 $ 5,502 $ 20.61
⁽¹⁾
~~Does not sum to total due to rounding.~~
~~(2)~~
Income taxes are based on the company’s approximate statutory tax rates applicable to each transaction.
~~(3)~~⁽²⁾
Effect of “Total other (expense) income” on net income amount not shown.
~~(4)~~⁽³⁾
The MTM ~~pension~~retirement plans accounting adjustments reflect theyear-end ~~noncash~~ adjustment to the valuation of the company’s defined benefit pension and other postretirement plans.
For fiscal 2022, the MTM retirement plans accounting adjustments also include the second quarter TNT Express MTM retirement plan accounting adjustment related to a noncash loss associated with the termination of a TNT Express European pension plan and a curtailment charge related to the U.S. FedEx Freight pension plan.
~~(5)~~⁽⁴⁾
~~TNT Express’s financial results are immaterial from the time of acquisition (May 25, 2016).~~
~~(6)~~
~~Net of recognized immaterial insurance recovery.~~
~~(7)~~
Fiscal ~~2016~~2022 adjusted EPS of ~~$10.80 is the base-year EPS for the FY17–FY19 LTI plan.~~
~~(8)~~
~~Represents the income tax and net income impact of $51 million of interest expense on debt issued to fund a portion of the applicable stock repurchase program.~~
~~(9)~~
~~Fiscal 2016 adjusted EPS of $10.60 (adjusted to reflect the stock repurchase impact)~~$18.67 is used for purposes of calculating actual aggregate adjusted EPS under the ~~FY15–FY17~~FY20–FY22 and ~~FY16–FY18~~FY21–FY23 LTI plans.
~~B-2~~⁽⁵⁾ Business realignment costs were recognized at FedEx Express.
⁽⁶⁾ Fiscal 2022 adjusted EPS of $19.47 is used for purposes of calculating actual aggregate adjusted EPS under the FY22–FY24 LTI plan.
⁽⁷⁾ These charges were recognized at FedEx Corporation.
⁽⁸⁾ Adjusted consolidated operating income of $6,733 million was used for purposes of the fiscal 2022 AIC plan.
⁽⁹⁾ These charges were recognized at FedEx Corporation and FedEx Express.
⁽¹⁰⁾ Fiscal 2022 adjusted EPS of $20.61 is the baseline EPS for the FY23–FY25 LTI plan.

2023 Proxy Statement
    ~~2017 Proxy Statement~~
C-3

Table of Contents
Appendix BC – Reconciliations of Non-GAAP Financial Measures
Fiscal ~~2015~~2021 Reconciliations for ~~FY2015–FY2017~~Fiscal 2021 AIC Plan and
~~FY2016–FY2018~~
FY20-FY22, FY21–FY23, and FY22–FY24 LTI Plans
~~As described in “Executive Compensation — Compensation Discussion and Analysis,” the~~The Board of Directors, upon the recommendation of the Compensation & HR Committee, ~~designed or later adjusted~~approved the ~~FY2015–FY2017~~exclusion of certain items from fiscal 2021 earnings for purposes of the FY20-FY22, FY21–FY23, and ~~FY2016–FY2018~~FY22–FY24 LTI plans ~~to exclude from~~(collectively, the “LTI plans”). GAAP operating income was the financial performance measure used for the fiscal ~~2015 earnings~~2021 AIC plan. The Board approved the following ~~items,~~exclusion from the LTI plans in order to ensure that payouts under the plans more accurately reflect core financial performance in fiscal ~~2015: (i)~~2021: the ~~net impact of the company’s adoption of MTM~~mark-to-market (“MTM”) retirement plans accounting for its defined benefit pension and other postretirement plans, including the impact of lowering the expected return on plan assets (“EROA”) assumption from 7.75% to 6.5% in the presentation of segment results for all prior periods; (ii) aircraft impairment and related charges; (iii) a charge to increase the legal reserve associated with the settlement of a legal matter at FedEx Ground to the amount of the settlement; and (iv) the EPS impact of stock repurchase activity (net of interest expense on debt issued to fund a portion of the applicable stock repurchase program).adjustments. The table below presents a reconciliation of our presented fiscal ~~2015~~2021 non-GAAP measures to the most directly comparable GAAP measures.
FISCAL 2021

Fiscal 2015
   FedEx Corporation
Dollars in millions, except EPS

Operating
Income

Income
Taxes⁽¹⁾⁽²⁾

Net
Income⁽³⁾

Diluted
Earnings
Per Share

GAAP measure
        $ 1,867             $ 577         $ 1,050           $ 3.65
Segment reporting change⁽⁴⁾
   (266)    (98)    (168)    (0.58)
MTM pension accounting adjustments⁽⁵⁾
   2,190    808    1,382    4.81
Aircraft impairment and related charges
   276    101    175    0.61
FedEx Ground legal matter
   197    64    133    0.46
Non-GAAP measure
        $ 4,264             $ 1,451         $ 2,572           $ 8.95
Segment elimination of pension amortization expense and recast of EROA, net
   (36)    (13)    (23)    (0.08)
Non-GAAP measure for FY15–FY17 and FY16-FY18 LTI plans⁽⁶⁾
        $ 4,228             $ 1,438         $ 2,549           $ 8.87
DOLLARS IN MILLIONS, EXCEPT EPS       FEDEX CORPORATION
OPERATING
INCOME       INCOME
TAXES⁽¹⁾       NET
INCOME⁽²⁾       DILUTED
EARNINGS
PER SHARE
GAAP measure (operating income is the measure for fiscal 2021 AIC plan)          $ 5,857    $ 1,443      $ 5,231         $ 19.45
MTM retirement plans accounting adjustments⁽³⁾ — (281 ) (895 ) (3.33 )
Non-GAAP measure for FY20-FY22, FY21–FY23, and FY22–FY24 LTI plans⁽⁴⁾ $ 5,857 $ 1,162 $ 4,336 $ 16.12
⁽¹⁾
~~Does not sum to total due to rounding.~~
~~(2)~~
Income taxes are based on the company’s approximate statutory tax rates applicable to each transaction.
~~(3)~~⁽²⁾
Effect of “Total other (expense) income” on net income amount not shown.
~~(4)~~⁽³⁾
~~Represents the adjustment in “Corporate, eliminations and other” resulting from the change in recognizing EROA for our defined benefit pension and other postretirement~~The MTM retirement plans ~~at the segment level associated with the adoption of MTM accounting.~~
~~(5)~~
~~MTM pension~~ accounting adjustments reflect theyear-end ~~noncash~~ adjustment to the valuation of the company’s defined benefit pension and other postretirement plans.
For fiscal 2021, the MTM retirement plans accounting adjustments also include the second quarter TNT Express MTM retirement plan accounting adjustment related to a noncash loss associated with amending a TNT Express European pension plan to harmonize retirement benefits.
~~(6)~~⁽⁴⁾
Fiscal ~~2015~~2021 adjusted EPS of ~~$8.87~~$16.12 is the baseline EPS for the FY22–FY24 LTI plan and is used for purposes of calculating actual aggregate adjusted EPS under the ~~FY15–FY17~~FY20-FY22 and FY21–FY23 LTI plans.
Fiscal 2020 Reconciliations for FY21–FY23 LTI Plan
The Board of Directors, upon the recommendation of the Compensation & HR Committee, approved the exclusion of certain items from fiscal 2020 earnings for purposes of the FY21–FY23 LTI plan. The Board approved the following exclusions from the FY21–FY23 LTI plan in order to ensure that payouts under the plan more accurately reflect core financial performance in fiscal 2020: (i) the annual mark-to-market (“MTM”) retirement plans accounting adjustments and (ii) fiscal 2020 TNT Express integration expenses. The table below presents a reconciliation of our presented fiscal 2020 non-GAAP measures to the most directly comparable GAAP measures.
FISCAL 2020
DOLLARS IN MILLIONS, EXCEPT EPS       FEDEX CORPORATION
OPERATING
INCOME       INCOME
TAXES⁽¹⁾       NET
INCOME⁽²⁾       DILUTED
EARNINGS
PER
SHARE
GAAP measure          $ 2,417        $ 383       $ 1,286           $ 4.90
MTM retirement plans accounting adjustments⁽³⁾ — 211 583 2.22
TNT Express integration expenses⁽⁴⁾ 270 61 209 0.80
Non-GAAP measure for FY21–FY23 LTI plan⁽⁵⁾ $ 2,687 $ 655 $ 2,078 $ 7.92
⁽¹⁾ Income taxes are based on the company’s approximate statutory tax rates applicable to each transaction.
⁽²⁾ Effect of “Total other (expense) income” on net income amount not shown.
⁽³⁾ The MTM retirement plans accounting adjustments reflect the year-end adjustment to the valuation of the company’s defined benefit pension and other postretirement plans.
⁽⁴⁾ These expenses were recognized at FedEx Corporation and FedEx Express.
⁽⁵⁾ Fiscal 2020 adjusted EPS of $7.92 is the ~~base-year~~baseline EPS for the ~~FY16–FY18~~FY21–FY23 LTI plan.

C-4

Table of Contents

Table of Contents
FEDEX CORPORATION
942 SOUTH SHADY GROVE ROAD
MEMPHIS, TN 38120
ATTN: INVESTOR RELATIONS

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FedEx Corporation
The Board of Directors recommends you vote FOR each of the listed nominees, FOR Proposals 2 and 4, and for every 1 Year on Proposal 3.
1. Election of Directors: For Against Abstain
1a. MARVIN R. ELLISON ☐ ☐ ☐
1b. ~~2017 Proxy Statement~~    STEPHEN E. GORMAN ☐ ☐ ☐
~~B-3~~
~~APPENDIX C~~
~~FedEx Corporation~~
~~2010 OMNIBUS STOCK INCENTIVE PLAN~~
~~Section 1. Purpose~~
~~The purpose of the FedEx Corporation 2010 Omnibus Stock Incentive Plan is to aid the Company and its Affiliates in retaining, attracting and rewardingNon-Management~~ Directors and designated employees and to motivate them to exert their best efforts to achieve the long-term goals of the Company and its Affiliates. The Company believes that the ownership or increased ownership of Common Stock by employees and directors, or otherwise linking the compensation of employees and directors to the value of Common Stock, will further align their interests with those of the Company’s other stockholders and will promote the long-term success of the Company and the creation of long-term stockholder value. Accordingly, the Plan authorizes the grant of equity incentive awards to designated employees of the Company and its Affiliates and to directors of the Company.
~~Section 2. Definitions and Rules of Construction~~
~~2.1~~ ~~Definitions. The following capitalized terms used in the Plan shall have the respective meanings set forth below:~~
~~“Affiliate”~~~~means (a) any Subsidiary and (b) any other entity that, directly or through one or more intermediaries, is controlled by the Company, as determined by the Committee.~~
~~“Award”~~means any Stock Option, Stock Appreciation Right, Restricted Share, Restricted Stock Unit, Dividend Equivalent or Other Stock-Based Award, together with any related right or interest, granted to a Participant under the Plan.
~~“Award Agreement”~~ ~~means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions, restrictions and other provisions of an Award granted to the Participant.~~
~~“Board of Directors”~~~~means the Board of Directors of the Company.~~
~~“Change of Control”~~ ~~has the meaning given such term in Section 20.1.~~
~~“Code”~~ means the Internal Revenue Code of 1986, as amended. For purposes of the Plan, references to sections of the Code shall be deemed to include references to any applicable regulations, including proposed regulations, and other guidance issued thereunder by the Department of Treasury or the Internal Revenue Service, and any successor provisions and regulations.
~~“Committee”~~means those members, not less than two, of the Compensation Committee of the Board of Directors who are Independent Directors, or any successor committee or subcommittee of the Board of Directors designated by the Board of Directors, which committee or subcommittee shall be comprised of two or more members of the Board of Directors, each of whom is an Independent Director.
~~“Common Stock”~~ ~~means the common stock, par value $0.10 per share, of the Company and such other securities of the Company as may be substituted for Common Stock pursuant to Section 19.1 or 19.2.~~
~~“Company”~~~~means FedEx Corporation, a Delaware corporation.~~
~~“Covered Employee”~~ ~~means an employee of the Company or an Affiliate who is a “covered employee” within the meaning of Code Section 162(m)(3).~~
~~“Disability”~~~~means “permanent disability” as determined by the Committee in its sole discretion.~~
~~“Dividend Equivalent”~~ means the right granted to a Participant under Section 14 of the Plan to receive a payment in an amount equal to the dividends paid on one outstanding Share with respect to all or a portion of the Shares subject to a Full-Value Award held by such Participant.
~~“Effective Date”~~ ~~has the meaning given such term in Section 3.1.~~
~~“Eligible Person”~~ means (a) any employee of the Company or an Affiliate, (b) any individual to whom an offer of employment with the Company or an Affiliate is made, as determined by the Committee (provided that such prospective employee may not receive any payment or exercise any right with respect to an Award until such person has commenced such employment), and (c) any~~Non-Management~~ ~~Director.~~
~~“Exchange Act”~~means the Securities Exchange Act of 1934, as amended. A reference to any provision of the Exchange Act or rule promulgated under the Exchange Act shall include reference to any successor provision or rule.
1c. SUSAN PATRICIA GRIFFITH ☐ ☐ ☐
1d. ~~2017 Proxy Statement~~    AMY B. LANE ☐ ~~C-1~~☐ ☐
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
~~“Exercise Price”~~ means (a) in the case of a Stock Option, the amount for which a Share may be purchased upon exercise of such Stock Option, as set forth in the applicable Award Agreement, and (b) in the case of a Stock Appreciation Right, the per Share amount, as specified in the applicable Award Agreement, which is subtracted from the Fair Market Value of a Share in determining the amount payable upon exercise of such SAR.
~~“Fair Market Value”~~ means, on any date, (a) the average of the high and low per Share sales prices as reported on the New York Stock Exchange composite tape on that date or (b) if such method is not practicable, the value of a Share as determined by the Committee using such other method as it deems appropriate.
~~“Full-Value Award”~~ means any Award other than in the form of a Stock Option or Stock Appreciation Right and which is settled by the issuance of Shares (or at the discretion of the Committee, settled in cash or other consideration by reference to the value of Shares).
~~“Grant Date”~~ means the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date as is determined and specified by the Committee as part of that authorization process.
~~“Incentive Stock Option”~~ or~~“ISO”~~ means a Stock Option or portion thereof that is intended to be and specifically designated as an “incentive stock option” within the meaning of Code Section 422 and meets the requirements thereof.
~~“Independent Director”~~ means a member of the Board of Directors who qualifies at any given time as (a) an “independent director” under Section 303A of the New York Stock Exchange Listed Company Manual, (b) an “outside director” within the meaning of Code Section 162(m), and (c) a~~“non-employee~~ ~~director” as defined inRule 16b-3.~~
~~“Minimum Vesting Requirement”~~ ~~has the meaning given such term in Section 4.2(f).~~
~~“Net Exercise”~~ means a Participant’s ability (if authorized by the Committee) to exercise a Stock Option by directing the Company to deduct from the Shares issuable upon exercise of his or her Stock Option a number of Shares having an aggregate Fair Market Value equal to the sum of the aggregate Exercise Price therefor plus the amount of the Participant’s tax withholding (if any), whereupon the Company shall issue to the Participant the net remaining number of Shares after such deduction.
~~“Non-Management~~ ~~Director”~~~~means a member of the Board of Directors who is not an employee of the Company or an Affiliate.~~
~~“Non-Qualified~~ ~~Stock Option”~~ or~~“NQSO”~~ ~~means a Stock Option or portion thereof that is not an Incentive Stock Option.~~
~~“Other Stock-Based Award”~~ ~~means an Award granted to a Participant under Section 15 of the Plan.~~
~~“Participant”~~~~means any Eligible Person who receives an Award under the Plan.~~
~~“Performance Award”~~ ~~means an Award that includes performance conditions as specified by the Committee pursuant to Section 12 of the Plan.~~
~~“Performance Period”~~ ~~has the meaning given such term in Section 13.2.~~
~~“Plan”~~ ~~means the FedEx Corporation 2010 Omnibus Stock Incentive Plan, as amended from time to time.~~
“~~Qualified Performance-Based Award~~”means an Award that is either (a) in the form of Restricted Shares, Restricted Stock Units or Other Stock-Based Awards, is intended to qualify for the Section 162(m) Exemption, is made subject to performance goals based on Qualified Performance Criteria as set forth in Section 13.3, and is designated by the Committee as a Qualified Performance-Based Award pursuant to Section 13 of the Plan, or (b) a Stock Option or Stock Appreciation Right having an Exercise Price equal to or greater than the Fair Market Value of a Share as of the Grant Date.
~~“Qualified Performance Criteria”~~ ~~means one or more of the business criteria listed in Section 13.3 upon which performance goals for certain Qualified Performance-Based Awards may be established by the Committee.~~
~~“Reporting Person”~~ ~~means an employee of the Company or an Affiliate who is subject to the reporting requirements of Section 16(a) of the Exchange Act.~~
~~“Restricted Shares”~~~~means Shares granted to a Participant under Section 10 of the Plan that are subject to certain restrictions and conditions and to a risk of forfeiture.~~
~~“Restricted Stock Unit”~~ or~~“RSU~~” means the right to acquire one Share, or receive the equivalent amount in cash, granted to a Participant under Section 11 of the Plan, which right is subject to certain restrictions and conditions and to a risk of forfeiture.
~~“Retirement~~ ~~” means with respect to any Participant, (a) the attainment by the Participant of the age of 55and~~ ~~the cessation of the Participant’s Service, or (b) the Participant’s “retirement” as determined by the Committee in its sole discretion.~~
~~C-2~~
    ~~2017 Proxy Statement~~
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
~~“Rule16b-3”~~ ~~means Rule16b-3~~ ~~under the Exchange Act.~~
~~“Section~~ ~~162(m) Exemption”~~ ~~means the exemption from the limitation of deductibility under Section 162(m)(4)(C) of the Code.~~
~~“Securities Act”~~ ~~means the Securities Act of 1933, as amended, and the rules promulgated thereunder or any successor statute thereto.~~
~~“Service”~~~~means a Participant’s employment with the Company or an Affiliate or a Participant’s service as aNon-Management~~ ~~Director, as applicable.~~
~~“Shares”~~~~means shares of Common Stock.~~
~~“Stock Appreciation Right”~~ or~~“SAR”~~ means a right granted to a Participant under Section 9 of the Plan to receive a payment equal to the excess of the Fair Market Value of a Share as of the date of exercise of the SAR over the Exercise Price of the SAR.
~~“Stock Option”~~means a right granted to a Participant under Section 8 of the Plan to purchase a specified number of Shares at a specified price during a specified time period. A Stock Option may be an Incentive Stock Option or a~~Non-Qualified~~ ~~Stock Option.~~
~~“Subsidiary”~~~~means any corporation or other entity of which the Company possesses, directly or through one or more intermediaries, 50% or more of the total combined voting power of such entity.~~
~~“Substitute Awards”~~ ~~means Awards granted under Section 7.6 in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or an Affiliate.~~
~~2.2~~ ~~Rules of Construction~~. The section and other headings contained in the Plan are for reference purposes only and shall not affect the meaning or interpretation of the Plan. Unless the context clearly requires otherwise: (a) references to the plural include the singular and to the singular include the plural; (b) the terms “includes” and “including” are not limiting; (c) the term “or” has the inclusive meaning represented by the phrase “and/or”; and (d) any grammatical form or variant of a term defined in the Plan shall be construed to have a meaning corresponding to the definition of the term set forth herein. The terms “hereof,” “hereto,” “hereunder” and similar terms in the Plan refer to the Plan as a whole and not to any particular provision of the Plan.
~~Section 3. Term of the Plan~~
~~3.1~~ ~~Effective Date. The Plan shall be effective as of the date on which it is approved by the Company’s stockholders (the “Effective Date”).~~
~~3.2~~ ~~Term of the Plan~~. Unless the Plan is earlier terminated in accordance with the provisions hereof, no Award shall be granted under the Plan after June 30, 2020, but Awards granted on or prior to such date shall continue to be governed by the terms and conditions of the Plan and the applicable Award Agreement (including terms regarding amendments to or modifications of outstanding Awards).
~~Section 4. Administration of the Plan~~
~~4.1~~ ~~The Committee~~. The Plan shall be administered by the Committee. No action of the Committee under the Plan shall be void or deemed to be without authority due to a Committee member’s failure to qualify as an Independent Director at the time the action was taken.
~~4.2~~ ~~Committee Authority~~. Subject to the express provisions of the Plan, the Committee shall have full and exclusive power, authority and discretion to take any and all actions necessary, appropriate or advisable for the administration of the Plan, including the following:
~~(a)~~
~~Select Eligible Persons to become Participants;~~
~~(b)~~
~~Grant Awards;~~
~~(c)~~
~~Delegate the granting of Awards as specified in Section 4.5;~~
~~(d)~~
~~Determine the type or types of Awards to be granted to each Participant and the timing thereof;~~
~~(e)~~
~~Determine the number of Awards to be granted and the number of Shares to which an Award will relate;~~
1e. ~~2017 Proxy Statement~~    R. BRAD MARTIN ☐ ~~C-3~~☐ ☐
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
~~(f)~~
~~Determine the terms, conditions, restrictions and other provisions of each Award,provided~~ that the vesting schedule of any Award granted hereunder (other than Awards involving an aggregate number of Shares equal to or less than 5% of the Shares available for issuance pursuant to Awards under the Plan) shall provide that no portion of such Award may become vested or exercisable prior to the first anniversary of the Grant Date of such Award, subject, however, to the provisions of Sections 4.2(i), 7.6, 13.4, 18, 19.2, 20 and 22 (the “Minimum Vesting Requirement”);
~~(g)~~
~~Establish performance conditions for Performance Awards and Qualified Performance-Based Awards, and verify the level of performance attained with respect to such performance conditions;~~
~~(h)~~
~~Prescribe the form of each Award Agreement, which need not be identical for each Participant;~~
~~(i)~~
~~Amend, modify, suspend, discontinue or terminate the Plan, waive any restrictions or conditions applicable to any Award, or amend or modify the terms and conditions of any outstanding Award;~~
~~(j)~~
~~Adoptsub-plans~~ or supplements to, or alternative versions of, the Plan as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy or custom of, foreign jurisdictions;
~~(k)~~
~~Establish, adopt or revise rules, guidelines and policies for the administration of the Plan;~~
~~(l)~~
~~Construe and interpret the Plan, any Award Agreement and any other documents and instruments relating to the Plan or any Award;~~
~~(m)~~
~~Correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement; and~~
~~(n)~~
Make all other decisions and determinations and take such other actions with respect to the Plan or any Award as the Committee may deem necessary, appropriate or advisable for the administration of the Plan.
~~The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee.~~
~~4.3~~ ~~Grants toNon-Management~~ ~~Directors~~.
~~(a)~~ ~~Awards~~~~. Notwithstanding any other provision of the Plan, including Sections 4.1 and 4.2, any Awards made under the Plan toNon-Management~~ ~~Directors shall be approved, or made in accordance with a policy or program approved, by the Board of Directors;provided~~,~~however~~, (1) the Committee shall recommend such Awards, policy or program to the Board of Directors for its approval and (2) the Committee retains full independent authority conferred under the Plan with respect to all other aspects of Awards to~~Non-Management~~ ~~Directors. Solely with respect to the grant of Awards toNon-Management~~ Directors, all rights, powers and authorities vested in the Committee under the Plan with respect thereto shall instead be exercised by the Board of Directors and any reference in the Plan to the Committee shall be deemed to include a reference to the Board of Directors.
~~(b)~~ ~~Retainers and Meeting Fees~~~~. Upon such terms and conditions as may be established by the Board of Directors, eachNon-Management~~ ~~Director may elect to have all or part of his or her retainer and meeting fees paid in Shares under the Plan.~~
~~4.4~~ ~~Actions and Interpretations by the Committee~~. All interpretations, decisions, determinations and actions under or with respect to the Plan shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive and binding on all persons, including Participants, persons claiming rights from or through a Participant, and stockholders. The Committee’s determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated.
~~4.5~~ ~~Delegation of Authority~~.
(a) Subject to any applicable laws, rules or regulations (including Section 157(c) of the Delaware General Corporation Law or any successor provision), the Committee may, by resolution, expressly delegate to one or more officers of the Company the authority, within specified parameters as to the number, types and terms of Awards, to (1) designate Eligible Persons to be recipients of Awards and (2) determine the number of such Awards to be received by any such Participants;~~provided~~,~~however, that such delegation may not be made with respect to Awards to be granted to anyNon-Management~~ ~~Director, any Eligible Person who is a Reporting Person or any Eligible Person who is then a Covered Employee.~~
~~(b) The Committee may delegate to any appropriate officer or employee of the Company or an Affiliate responsibility for performing ministerial and administrative functions under the Plan.~~
~~C-4~~
    ~~2017 Proxy Statement~~
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
(c) In the event that the Committee’s authority is delegated to any officer or employee in accordance with Section 4.5(a) or (b), any actions undertaken by such person in accordance with the Committee’s delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the Committee shall, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to such officer or employee.
~~4.6~~ ~~Limitation of Liability~~. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished by any officer or employee of the Company or an Affiliate, the Company’s independent certified public accountants, counsel or other advisors to the Company, or any consultant, attorney, accountant or other advisor retained by the Committee to assist in the administration of the Plan. Neither the Board of Directors nor the Committee, nor any member of either, shall be liable for any act, omission, interpretation, decision, construction or determination made in good faith in connection with the Plan or any Award.
~~Section 5. Shares Subject to the Plan; Maximum Awards~~
~~5.1~~ ~~Number of Shares~~. Subject to the Share counting rules set forth in Section 5.3 and to adjustment as provided in Section 19, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be~~19,600,000~~~~29,600,000~~~~, of which no more than 3,000,000 may be issued as Full-Value Awards.~~
~~5.2~~ ~~Incentive Stock Options. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 19,600,000, subject to adjustment as provided in Section 19.~~
~~5.3~~ ~~Share Counting~~.
~~(a) The number of Shares covered by an Award, or to which an Award relates, shall be subtracted from the Plan Share reserve as of the Grant Date.~~
(b) To the extent an Award is canceled, terminates, expires, is forfeited or lapses for any reason (in whole or in part), any unissued or forfeited Shares subject to the Award shall be added back to the Plan Share reserve and available again for issuance pursuant to Awards granted under the Plan.
(c) Any Shares related to Awards that are settled in cash or other consideration in lieu of Shares shall be added back to the Plan Share reserve and available again for issuance pursuant to Awards granted under the Plan.
(d) Shares withheld or deducted from an Award by the Company to satisfy tax withholding requirements relating to Stock Options or Stock Appreciation Rights shall not be added back to the Plan Share reserve and shall not again be available for issuance pursuant to Awards granted under the Plan, but Shares withheld or deducted by the Company to satisfy tax withholding requirements relating to Full-Value Awards shall be added back to the Plan Share reserve and available again for issuance pursuant to Awards granted under the Plan. Shares delivered by a Participant to the Company to satisfy tax withholding requirements shall be treated in the same way as Shares withheld or deducted from an Award as specified above for purposes of Share counting under this Section 5.3(d).
(e) To the extent that the full number of Shares subject to a Stock Option or a Share-settled Stock Appreciation Right is not issued upon exercise of such Stock Option or Stock Appreciation Right for any reason, including by reason of a net settlement or Net Exercise, then all Shares that were covered by the exercised Stock Option or SAR shall not be added back to the Plan Share reserve and shall not again be available for issuance pursuant to Awards granted under the Plan.
(f) If the Exercise Price of a Stock Option is satisfied by delivering Shares to the Company (by either actual delivery or attestation), such Shares shall not be added to the Plan Share reserve and shall not be available for issuance pursuant to Awards granted under the Plan.
(g) To the extent that the full number of Shares subject to a Performance Award or Qualified Performance-Based Award (other than a Stock Option or Stock Appreciation Right) is not issued by reason of failure to achieve maximum performance goals, the number of Shares not issued shall be added back to the Plan Share reserve and shall be available again for issuance pursuant to Awards granted under the Plan.
(h) Shares repurchased on the open market with the proceeds of a Stock Option exercise shall not be added to the Plan Share reserve and shall not be available for issuance pursuant to Awards granted under the Plan.
(i) Any Dividend Equivalent denominated in Shares shall be counted against the aggregate number of Shares available for issuance pursuant to Awards under the Plan in such amount and at such time as the Dividend Equivalent first constitutes a commitment to issue Shares.
1f. ~~2017 Proxy Statement~~    NANCY A. NORTON ☐ ☐ ☐
~~C-5~~
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
~~(j) Substitute Awards granted pursuant to Section 7.6 shall not count against the Plan Share reserve and the Shares otherwise available for issuance under the Plan.~~
~~5.4~~ ~~Source of Shares. Shares issued under the Plan may consist, in whole or in part, of authorized but unissued shares or treasury shares.~~
~~5.5~~ ~~Fractional Shares~~. No fractional Shares shall be issued under or pursuant to the Plan or any Award and the Committee shall determine, in its sole discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.
~~5.6~~ ~~Maximum Awards. Subject to adjustment as provided in Section 19:~~
~~(a)~~ ~~Stock Options~~~~. The maximum aggregate number of Shares subject to Stock Options granted under the Plan to any one Participant during any fiscal year of the Company shall be 1,000,000.~~
~~(b)~~ ~~SARs~~~~. The maximum aggregate number of Shares subject to Stock Appreciation Rights granted under the Plan to any one Participant during any fiscal year of the Company shall be 1,000,000.~~
~~(c)~~ ~~Restricted Shares~~~~. The maximum aggregate number of Restricted Shares granted under the Plan to any one Participant during any fiscal year of the Company shall be 500,000.~~
~~(d)~~ ~~RSUs~~~~. The maximum aggregate number of Shares underlying Awards of Restricted Stock Units granted under the Plan to any one Participant during any fiscal year of the Company shall be 500,000.~~
~~(e)~~ ~~Other Stock-Based Awards~~~~. The maximum aggregate number of Shares underlying Other Stock-Based Awards granted under the Plan to any one Participant during any fiscal year of the Company shall be 500,000.~~
~~(f)~~ ~~Performance Awards~~. The maximum aggregate number of Shares underlying Performance Awards granted under the Plan to any one Participant during any fiscal year of the Company shall be as set forth in Sections 5.6(a) — (e) above.
~~(g)~~ ~~Qualified Performance-Based Awards~~. The maximum aggregate number of Shares underlying Qualified Performance-Based Awards (other than Stock Options and Stock Appreciation Rights ) granted under the Plan to any one Participant during any fiscal year of the Company shall be as set forth in Sections 5.6(c) — (e) above.
~~Section 6. Eligibility and Participation in the Plan; Limitation on Rights of Participants~~
~~6.1~~ ~~Eligible Persons. Only Eligible Persons are eligible to be designated by the Committee to receive Awards and become Participants under the Plan.~~
~~6.2~~ ~~Participation in the Plan~~. The Committee shall from time to time, in its sole and complete discretion and subject to the provisions of the Plan, designate those Eligible Persons to whom Awards shall be granted and shall determine the nature and amount of each Award.
~~6.3~~ ~~No Right to Receive Award or Be Treated Uniformly~~.
(a) No Eligible Person or other person shall have any claim or right to receive an Award under the Plan, and no Participant, having received an Award, shall have any claim or right to receive a future Award.
(b) Neither the Company, its Affiliates nor the Committee has any obligation to treat Eligible Persons or Participants uniformly under the Plan. Determinations made under the Plan may be made by the Committee selectively among Eligible Persons and Participants, whether or not such persons are similarly situated.
(c) The grant of an Award under this Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award or to all Awards or as are expressly set forth in the Award Agreement relating to such Award.
~~6.4~~ ~~No Right to Employment or Service~~. Neither the Plan, any Award granted under the Plan nor any Award Agreement (a) shall be deemed to constitute an employment contract or confer or be deemed to confer upon any Eligible Person or Participant any right to remain employed by the Company or an Affiliate, as the case may be, or to continue to provide services as a~~Non-Management~~ Director, or (b) interfere with or limit in any way the right of the Company or an Affiliate, as the case may be, to terminate an Eligible Person’s or Participant’s employment by the Company or an Affiliate or service as a~~Non-Management~~ ~~Director for any reason at any time.~~
1g. FREDERICK P. PERPALL ☐ ☐ ☐
~~C-6~~
    ~~2017 Proxy Statement~~
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
~~Section 7. Awards Generally~~
~~7.1~~ ~~Form and Grant of Awards~~. The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Subject to the provisions of the Plan (including Section 21), Awards may, in the sole discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
~~7.2~~ ~~No Cash Consideration for the Grant of Awards~~. Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.
~~7.3~~ ~~Award Agreements~~. Awards granted under the Plan shall be evidenced by an Award Agreement that shall contain such terms, conditions, restrictions and provisions as the Committee shall determine and that are not inconsistent with the Plan. The Committee may, in its sole discretion, require as a condition to any Award Agreement’s effectiveness that such Award Agreement be executed by the Participant, including by electronic signature or other electronic indication of acceptance. The terms and conditions of Award Agreements need not be the same with respect to each Participant.
~~7.4~~ ~~Forms of Payment Under Awards~~. Subject to the provisions of the Plan, payment or settlement of Awards may be made in such form or forms as the Committee shall determine and as shall be set forth in the applicable Award Agreement, including Shares, cash, other securities of the Company, other Awards, any other form of property as the Committee shall determine, or any combination thereof. Payment of Awards may be made in a single payment or transfer, in installments, or on a deferred basis (subject to the provisions of Section 24.10), as determined by the Committee and subject to the provisions of the Plan.
~~7.5~~ ~~Nontransferability of Awards; Beneficiaries~~.
(a) Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, no Award, nor any interest in such Award, may be sold, pledged, assigned, exchanged, encumbered, hypothecated, gifted, transferred or disposed of in any manner by the Participant, other than by will or by the laws of descent and distribution. Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, all rights with respect to Awards granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant or a duly appointed legal guardian or legal representative of such Participant. Notwithstanding the foregoing, the Committee shall not permit any Participant to transfer an Award to a third party for value.
(b) Notwithstanding the provisions of Section 7.5(a), the Committee, in its sole discretion, may provide in the terms of an Award Agreement, or in any other manner prescribed by the Committee, that a Participant shall have the right to designate, in the manner determined by the Committee, a beneficiary or beneficiaries who shall be entitled to exercise any rights and to receive any payments or distributions with respect to an Award following the Participant’s death.
(c) A legal guardian, legal representative, beneficiary or other person claiming any rights under the Plan from or through a Participant shall be subject to all terms and conditions of the Plan and the relevant Award Agreement applicable to the Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary, appropriate or advisable by the Committee. If the Committee does not authorize the designation of a beneficiary, or if so authorized, no beneficiary has been designated or survives the Participant, an outstanding Award may be exercised by or shall become payable to the legal representative of the Participant’s estate.
~~7.6~~ ~~Substitute Awards~~. The Committee may grant Awards under the Plan in assumption of, or in substitution or exchange for, stock and stock-based awards held by employees and directors of another entity who become Eligible Persons in connection with the acquisition (whether by purchase, merger, consolidation or other corporate transaction) by the Company or an Affiliate of the business or assets of the former employing entity (“Substitute Awards”). The Committee may direct that the Substitute Awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.
~~7.7~~ ~~Issuance of Shares. To the extent that the Plan or any Award Agreement provides for the issuance of Shares, the issuance may be effected on a certificated ornon-certificated~~ ~~basis, subject to applicable law and the applicable rules of any stock exchange.~~
~~Section 8. Stock Options~~
~~8.1~~ ~~Grant of Stock Options. The Committee may grant Stock Options to any Eligible Person selected by the Committee. Stock Options shall be designated, in the discretion of the Committee, as an Incentive Stock Option or as aNon-Qualified~~ ~~Stock~~
1h. ~~2017 Proxy Statement~~    JOSHUA COOPER RAMO ☐ ~~C-7~~☐ ☐
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
Option or a combination thereof. Each Stock Option will be evidenced by an Award Agreement that shall set forth the number of Shares covered by the Stock Option, the Exercise Price, the term of the Stock Option, the vesting schedule, and such other terms, conditions and provisions as may be specified by the Committee consistent with the terms of the Plan.
~~8.2~~ ~~Exercise Price. The Exercise Price of a Stock Option shall be determined by the Committee,provided~~ ~~that the Exercise Price of a Stock Option (other than a Stock Option issued as a Substitute Award) shall not be less than 100% of the Fair Market Value of a Share on the Grant Date.~~
~~8.3~~ ~~Exercise Term~~. The Committee shall determine the period during which a Stock Option may be exercised, provided that no Stock Option shall be exercisable for more than ten years from the Grant Date of such Stock Option.
~~8.4~~ ~~Time and Conditions of Exercise~~. The Committee shall establish the time or times at which a Stock Option may be exercised in whole or in part, subject to Section 8.3 and the Minimum Vesting Requirement. The Committee also shall determine the performance or other conditions, if any, that must be satisfied before all or part of a Stock Option may be exercised.
~~8.5~~ ~~Incentive Stock Options~~.
~~(a)~~ ~~Eligibility.~~ ~~Incentive Stock Options may be granted only to employees of (1) the Company or (2) an Affiliate that is a “subsidiary corporation” within the meaning of Code Section 424(f).~~
~~(b)~~ ~~Annual Limit.~~ To the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan and any other stock option plan of the Company) exceeds $100,000 or, if different, the maximum limitation in effect at the time of grant under the Code (the Fair Market Value being determined as of the Grant Date for the ISO), such portion in excess of $100,000 shall be treated as a~~Non-Qualified~~ ~~Stock Option.~~
~~(c)~~ ~~Code Section~~ ~~422.~~ The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Code Section 422. Any Stock Option or portion thereof that is designated as an ISO that for any reason fails to meet the requirements of an ISO shall be treated as a~~Non-Qualified~~ ~~Stock Option.~~
~~(d)~~ ~~Disqualifying Dispositions.~~ If Shares acquired upon exercise of an Incentive Stock Option are disposed of within two years following the Grant Date of the ISO or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.
~~8.6~~ ~~No Reloads~~. Award Agreements for Stock Options shall not contain any provision entitling a Participant to the automatic grant of additional Stock Options in connection with the exercise of the original Stock Option.
~~8.7~~ ~~Exercise Procedures. Stock Options may be exercised by Participants in accordance with such rules and procedures as may be established by the Committee.~~
~~8.8~~ ~~Payment of Exercise Price~~. The full Exercise Price of a Stock Option shall be payable in cash at the time the Stock Option is exercised (including payment through a “cashless exercise” arrangement), together with any applicable withholding taxes. The Committee, in its sole discretion, may provide in an Award Agreement or otherwise (subject to such terms, conditions, provisions and restrictions set forth therein) that: (a) payment of all or any part of the aggregate Exercise Price of a Stock Option may be made by tendering (actually or by attestation) Shares already owned by the Participant; or (b) the Stock Option may be exercised through a Net Exercise procedure.
~~Section 9. Stock Appreciation Rights~~
~~9.1~~ ~~Grant of SARs~~. The Committee may grant Stock Appreciation Rights to any Eligible Person selected by the Committee. An SAR may be granted in tandem with a Stock Option or alone (“freestanding”). Each SAR will be evidenced by an Award Agreement that shall set forth the number of Shares covered by the SAR, the Exercise Price, the term of the SAR, the vesting schedule, and such other terms, conditions and provisions as may be specified by the Committee consistent with the terms of the Plan.
~~9.2~~ ~~Freestanding SARs~~.
~~(a)~~ ~~Exercise Price~~~~. The Exercise Price of a freestanding Stock Appreciation Right shall be determined by the Committee,provided~~ ~~that the Exercise Price of a freestanding SAR (other than a freestanding SAR issued as a Substitute Award) shall not be less than 100% of the Fair Market Value of a Share on the Grant Date.~~
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~~(b)~~ ~~Exercise Term~~~~. The Committee shall determine the period during which a freestanding Stock Appreciation Right may be exercised,provided~~ ~~that no freestanding SAR shall be exercisable for more than ten years from the Grant Date of such SAR.~~
~~(c)~~ ~~Time and Conditions of Exercise~~. The Committee shall determine the time or times at which a freestanding SAR may be exercised in whole or in part, subject to Section 9.2(b) and the Minimum Vesting Requirement. The Committee also shall determine the performance or other conditions, if any, that must be satisfied before all or part of a freestanding SAR may be exercised.
~~9.3~~ ~~Tandem Stock Options/SARs~~. A Stock Appreciation Right may be granted in tandem with a Stock Option, either at the time of grant or at any time thereafter during the term of the Stock Option. A tandem Stock Option/SAR will entitle the Participant to elect, as to all or any portion of the number of Shares subject to the Award, to exercise either the Stock Option or the SAR, resulting in the reduction of the corresponding number of Shares subject to the right so exercised as well as the tandem right not so exercised. An SAR granted in tandem with a Stock Option shall have an Exercise Price equal to the Exercise Price of the Stock Option, will be vested and exercisable at the same time or times that a related Stock Option is vested and exercisable, and will expire no later than the time at which the related Stock Option expires.
~~9.4~~ ~~Payment of SARs~~. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount determined by multiplying (a) the excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price by (b) the number of Shares with respect to which the SAR is exercised. The payment upon exercise of an SAR may be in cash, Shares valued at their Fair Market Value on the date of exercise, any other form of consideration, or some combination thereof, as determined by the Committee and set forth in the applicable Award Agreement, and shall be subject to any applicable withholding taxes.
~~Section 10. Restricted Shares~~
~~10.1~~ ~~Grant of Restricted Shares~~. The Committee may grant Restricted Shares to any Eligible Person selected by the Committee, in such amounts as shall be determined by the Committee. Each grant of Restricted Shares will be evidenced by an Award Agreement that shall set forth the number of Restricted Shares covered by the Award and the terms, conditions, restrictions and other provisions applicable to the Restricted Shares as may be specified by the Committee consistent with the terms of the Plan.
~~10.2~~ ~~Restrictions and Lapse of Restrictions~~. Restricted Shares shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions as the Committee may impose. Subject to the Minimum Vesting Requirement, these restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or continued Service requirements, or otherwise, as determined by the Committee and set forth in the applicable Award Agreement. If the vesting requirements applicable to all or any part of an Award of Restricted Shares shall not be satisfied, the Restricted Shares with respect to which such requirements are not satisfied shall be returned to the Company.
~~10.3~~ ~~Issuance of Restricted Shares~~. Restricted Shares shall be delivered to the Participant at the time of grant either by book-entry registration or by delivering to the Participant, or if required by the Committee, a custodian or escrow agent (including the Company or its designee) designated by the Committee, a stock certificate or certificates registered in the name of the Participant. If physical certificates representing the Restricted Shares are registered in the name of the Participant, such certificates may, if the Committee so determines, bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Shares.
~~10.4~~ ~~Additional Shares Received With Respect to Restricted Shares~~. Any Shares or other securities of the Company received by a Participant as a stock dividend on, or in connection with a stock split or combination, share exchange, reorganization, recapitalization, merger, consolidation or otherwise with respect to, Restricted Shares shall have the same status, be subject to the same restrictions and, if such Restricted Shares are represented by a certificate, bear the same legend, if any, as such Restricted Shares.
~~10.5~~ ~~Rights with Respect to Shares~~. Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, a Participant who receives an Award of Restricted Shares shall have all rights of ownership with respect to such Restricted Shares, including the right to vote such Shares and to receive any dividends or other distributions paid or made with respect thereto, subject, however, to the provisions of the Plan, the applicable Award Agreement and, if such Restricted Shares are represented by a certificate, any legend on the certificate for such Shares.
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~~Appendix C    2010 Omnibus Stock Incentive Plan~~
~~Section 11. Restricted Stock Units~~
~~11.1~~ ~~Grant of RSUs~~. The Committee may grant Restricted Stock Units to any Eligible Person selected by the Committee, in such amounts as shall be determined by the Committee. Each grant of RSUs will be evidenced by an Award Agreement that shall set forth the number of RSUs covered by the Award and the terms, conditions, restrictions and other provisions applicable to the RSUs as may be specified by the Committee consistent with the terms of the Plan.
~~11.2~~ ~~Restrictions and Lapse of Restrictions~~. Restricted Stock Units shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions as the Committee may impose. Subject to the Minimum Vesting Requirement, these restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or continued Service requirements, or otherwise, as determined by the Committee and set forth in the applicable Award Agreement.
~~11.3~~ ~~Settlement of RSUs~~. Restricted Stock Units shall become payable to a Participant at the time or times set forth in the Award Agreement, which may be upon or following the vesting of the Award (subject to the provisions of Section 24.10). RSUs may be paid in cash, Shares or a combination thereof, as determined by the Committee and set forth in the applicable Award Agreement, subject to any applicable withholding taxes.
~~11.4~~ ~~No Rights as a Stockholder~~. The Participant shall have no rights as a stockholder with respect to an Award of Restricted Stock Units until such time as Shares are paid and delivered to the Participant in settlement of the RSUs pursuant to the terms of the Award Agreement.
~~Section 12. Performance Awards~~
~~12.1~~ ~~Grant of Performance Awards~~. The Committee may specify that any Award granted under the Plan shall constitute a Performance Award by conditioning the right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee shall have the complete discretion to determine the number of Performance Awards granted to each Participant, subject to the provisions of Section 5.6, and to designate the terms, conditions and provisions of such Performance Awards (subject to the Minimum Vesting Requirement). Each Performance Award will be evidenced by an Award Agreement that shall set forth the terms, conditions and other provisions applicable to the Performance Award as may be specified by the Committee consistent with the terms of the Plan.
~~12.2~~ ~~Performance Goals~~. The Committee may use such business criteria and other performance measures as it may deem appropriate in establishing any performance conditions for Performance Awards, and may reserve the right to exercise its discretion to reduce or increase the amounts payable under any Performance Award, provided that (a) such discretion shall be limited as provided in Section 13.6 with respect to Qualified Performance-Based Awards and (b) no discretion to reduce or increase the amounts payable (except pursuant to the provisions of Section 19) shall be reserved unless such reservation of discretion is expressly stated by the Committee at the time it acts to authorize or approve the grant of such Performance Award.
~~Section 13. Qualified Performance-Based Awards~~
~~13.1~~ ~~Stock Options and SARs. The provisions of the Plan are intended to ensure that all Stock Options and Stock Appreciation Rights granted hereunder to any Covered Employee shall qualify for the Section 162(m) Exemption.~~
~~13.2~~ ~~Other Awards~~. When granting any Award under the Plan other than a Stock Option or Stock Appreciation Right, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that the Participant is or may be a Covered Employee with respect to such Award, and the Committee wishes such Award to qualify for the Section 162(m) Exemption. If an Award is so designated, the Committee shall establish objective performance goals for such Award no later than the earlier of (a) the date 90 days after the commencement of the period of service to which the performance goal or goals relate as determined by the Committee in its sole discretion (the “Performance Period”) and (b) the date on which 25% of such Performance Period has elapsed and, in any event, at a time when the outcome of the performance goals remains substantially uncertain. The Committee may establish different Performance Periods for different Participants, and the Committee may establish concurrent or overlapping Performance Periods.
~~13.3~~ ~~Qualified Performance Criteria~~. Performance goals for Qualified Performance-Based Awards shall be based on one or more of the following Qualified Performance Criteria for the Company, on a consolidated basis or for a specified Affiliate or other business unit of the Company, or a division, region, department or function within the Company or an Affiliate:
~~(a)~~
~~Revenues (net or gross);~~
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~~(b)~~
~~Profit (including net profit,pre-tax~~ ~~profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures);~~
~~(c)~~
~~Earnings (including earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, earnings per share (basic or diluted) or other corporate earnings measures);~~
~~(d)~~
~~Income (including net income (before or after taxes), operating income or other corporate income measures);~~
~~(e)~~
~~Cash (including cash flow, free cash flow, operating cash flow, net cash provided by operations, cash flow in excess of cost of capital or other cash measures);~~
~~(f)~~
Return measures (including return on assets (gross or net), return on equity, return on income, return on invested capital, return on operating capital, return on sales, and cash flow return on assets, capital, investments, equity or sales);
~~(g)~~
~~Operating margin or profit margin;~~
~~(h)~~
~~Contribution margin by business segment;~~
~~(i)~~
~~Share price or performance;~~
~~(j)~~
~~Total stockholder return;~~
~~(k)~~
~~Economic value increased;~~
~~(l)~~
~~Volume growth;~~
~~(m)~~
~~Package yields;~~
~~(n)~~
~~Expenses (including expense management, expense ratio, expense efficiency ratios, expense reduction measures or other expense measures);~~
~~(o)~~
~~Operating efficiency or productivity measures or ratios;~~
~~(p)~~
~~Dividend payout levels;~~
~~(q)~~
~~Internal rate of return or increase in net present value; and~~
~~(r)~~
Strategic business criteria consisting of one or more goals regarding, among other things, acquisitions and divestitures, successfully integrating acquisitions, customer satisfaction, employee satisfaction, safety standards, strategic plan development and implementation, agency ratings of financial strength, completion of financing transactions and new product development.
Performance goals with respect to the foregoing Qualified Performance Criteria may be specified in absolute terms, in percentages, or in terms of growth from period to period or growth rates over time, and may be measured relative to the performance of one or more specified companies, or a published or special index, or a stock market index, as the Committee deems appropriate. Performance goals need not be based on audited financial results.
~~13.4~~ ~~Performance Goal~~s. Each Qualified Performance-Based Award (other than a Stock Option or Stock Appreciation Right) shall be earned, vested and payable (as applicable) only upon the achievement of the performance goals established by the Committee based upon one or more Qualified Performance Criteria, together with the satisfaction of any other conditions, such as continued Service, as the Committee may determine to be appropriate;~~provided~~,~~however~~, that the Committee may provide in the applicable Award Agreement, either at the time of grant or by amendment thereafter, that achievement of such performance goals will be waived, in whole or in part, upon (a) the termination of employment of a Participant by reason of death or Disability, or (b) the occurrence of a Change of Control. Performance Periods established by the Committee for any Qualified Performance-Based Award may be as short as one year and may be any longer period.
~~13.5~~ ~~Calculation of Performance Goals~~. The Committee may provide in any Qualified Performance-Based Award, at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified event that occurs during a Performance Period, including the following: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals and charges for reorganization and restructuring programs; (e) acquisitions or divestitures; (f) foreign exchange gains and losses; (g) extraordinary nonrecurring items as described in Financial Accounting Standards Board Accounting Standards Codification Topic 225.20, “Income Statement — Extraordinary and Unusual Items”; and (h) extraordinary nonrecurring items as described in management’s discussion and analysis of financial condition and results of
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operations appearing in the Company’s annual report to stockholders for the applicable year. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.
~~13.6~~ ~~Certification of Performance Goals~~. After the completion of the applicable Performance Period, the Committee shall certify in writing the extent to which any performance goals and any other material conditions relating to a Qualified Performance-Based Award (other than a Stock Option or Stock Appreciation Right) have been satisfied, and the amount payable as a result thereof, prior to payment, settlement or vesting of such Award. Except as specifically provided in Section 13.4, no Qualified Performance-Based Award held by a Covered Employee or by an employee who in the reasonable judgment of the Committee may be a Covered Employee on the date of payment, may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under the Plan with respect to a Qualified Performance-Based Award, in any manner to waive the achievement of the applicable performance goals based on Qualified Performance Criteria or to increase the amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption. Subject to the provisions of Section 12.2, the Committee may, however, exercise negative discretion to determine that the portion of a Qualified Performance-Based Award actually earned, vested or payable (as applicable) shall be less than the portion that would be earned, vested or payable based solely upon application of the applicable performance goals.
~~13.7~~ ~~Award Limits. Section 5.6 sets forth the maximum number of Shares that may be granted to any one Participant during any fiscal year of the Company in designated forms of Awards.~~
~~Section 14. Dividend Equivalents~~
~~14.1~~ ~~Grant of Dividend Equivalents~~. The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted hereunder, subject to such terms and conditions as may be established by the Committee and set forth in the applicable Award Agreement. Dividend Equivalents shall entitle the Participant to receive payments equal to dividends paid on outstanding Shares with respect to all or a portion of the number of Shares subject to a Full-Value Award, as determined by the Committee. The Committee may provide that Dividend Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional Shares, or otherwise reinvested;~~provided~~,~~however~~, that with respect to Dividend Equivalents payable on Performance Awards, such Dividend Equivalents may be earned but shall not be paid until payment or settlement of the underlying Performance Award.
~~14.2~~ ~~Options and SARs. Dividend Equivalents shall not be granted with respect to Stock Options or Stock Appreciation Rights.~~
~~Section 15. Other Stock-Based Awards~~
The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including Shares awarded purely as a “bonus” and not subject to any restrictions or conditions, Shares issued to~~Non-Management~~ Directors pursuant to the provisions of Section 4.3(b), Shares issued in lieu of other rights to cash compensation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares and Awards valued by reference to the book value of Shares or the value of securities of or the performance of specified Affiliates. The Committee shall determine the terms and conditions of such Other Stock-Based Awards (any Other Stock-Based Award that includes continued Service requirements shall be subject to the Minimum Vesting Requirement), which shall be set forth in the applicable Award Agreement.
~~Section 16. Tax Withholding~~
~~16.1~~ ~~Tax Withholding~~. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy any federal, state, local or other taxes of any kind, domestic or foreign, required by any applicable law, rule or regulation to be withheld with respect to any grant, exercise, lapse of restriction, vesting, distribution, payment or other taxable event involving an Award or the Plan, and take such other action as the Committee may deem necessary, appropriate or advisable to enable the Company or an Affiliate to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by delivery of, or withholding from the Award, Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount)
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required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
~~16.2~~ ~~Company Not Liable~~. Neither the Company, any Affiliate, the Board of Directors, nor the Committee shall be liable to any Participant or any other person as to any tax consequences expected, but not realized, by any Participant or other person due to the grant, exercise, lapse of restriction, vesting, distribution, payment or other taxable event involving any Award. Although the Company and its Affiliates may endeavor to (a) qualify an Award for favorable tax treatment in a jurisdiction or (b) avoid adverse tax treatment for an Award, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment.
~~Section 17. Compliance with Laws~~
~~17.1~~ ~~Compliance with Laws~~. The Plan, all Awards (including the grant, exercise, payment and settlement thereof), and the issuance of Shares hereunder shall be subject to all applicable laws, rules and regulations, domestic or foreign, and to such approvals by any governmental agencies or securities exchange or similar entity as may be required. Notwithstanding any other provision of the Plan or the provisions of any Award Agreement, the Company shall have no obligation to issue or deliver any Shares under the Plan or make any other payment or distribution of benefits under the Plan unless such issuance, delivery, payment or distribution would comply with all applicable laws, rules and regulations (including the Securities Act and the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity. The Company may require any Participant to make such representations and warranties, furnish such information, take such action and comply with and be subject to such conditions as may be necessary, appropriate or advisable to comply with the foregoing.
~~17.2~~ ~~No Obligation to Register Shares~~. The Company shall be under no obligation to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any Shares, security or interest in a security payable, issuable or deliverable under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.
~~17.3~~ ~~Stock Trading Restrictions~~. All Shares issuable under the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state or foreign securities laws, rules and regulations and the rules of any securities exchange or similar entity. The Committee may place legends on any certificate evidencing Shares or issue instructions to the transfer agent to reference restrictions applicable to the Shares.
~~Section 18. Rights After Termination of Service; Acceleration For Other Reasons~~
~~18.1~~ ~~Death. Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, if a Participant’s Service terminates by reason of his or her death:~~
(a) All of that Participant’s outstanding Stock Options and Stock Appreciation Rights that are not Performance Awards shall become fully exercisable and may thereafter be exercised in full by the legal representative of the Participant’s estate or by the beneficiary, if any, designated by the Participant pursuant to the provisions of Section 7.5(b), for a period of twelve months from the date of the Participant’s death or until the expiration of the stated period of the Stock Option or SAR, whichever period is shorter (to the extent that the provisions of this Section 18.1(a) cause Incentive Stock Options to fail to comply with the provisions of Code Section 422, such Stock Options shall be deemed to be~~Non-Qualified~~ ~~Stock Options); and~~
(b) All vesting restrictions and conditions on that Participant’s outstanding Restricted Shares that are not Performance Awards or Qualified Performance-Based Awards shall immediately lapse and such Restricted Shares shall be fully vested.
The applicable Award Agreement shall set forth the treatment of a Participant’s outstanding Restricted Stock Units, Performance Awards, Qualified Performance-Based Awards (other than Stock Options and SARs) and Other Stock-Based Awards upon a Participant’s termination of Service by reason of his or her death.
~~18.2~~ ~~Disability. Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, if a Participant’s Service terminates by reason of his or her Disability:~~
(a) All of that Participant’s outstanding Stock Options and Stock Appreciation Rights that are not Performance Awards shall become fully exercisable and may thereafter be exercised in full for a period of twenty-four months from the date of such termination of Service or the stated period of the Stock Option or SAR, whichever period is the shorter;~~provided~~,~~however~~, that if the Participant dies within a period of twenty-four months after such termination of Service, any outstanding Stock Option or SAR may thereafter be exercised by the legal representative of the Participant’s estate or by the beneficiary,
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if any, designated by the Participant pursuant to the provisions of Section 7.5(b), for a period of twelve months from the date of the Participant’s death or until the expiration of the stated period of the Stock Option or SAR, whichever period is the shorter (to the extent that the provisions of this Section 18.2(a) cause Incentive Stock Options to fail to comply with the provisions of Code Section 422, such Stock Options shall be deemed to be~~Non-Qualified~~ ~~Stock Options); and~~
(b) All vesting restrictions and conditions on that Participant’s outstanding Restricted Shares that are not Performance Awards or Qualified Performance-Based Awards shall immediately lapse and such Restricted Shares shall be fully vested.
Any rights of a Participant following his or her termination of Service by reason of Disability with respect to his or her outstanding Restricted Stock Units, Performance Awards, Qualified Performance-Based Awards (other than Stock Options and SARs) and Other Stock-Based Awards shall be set forth in the applicable Award Agreement.
~~18.3~~ ~~Retirement. Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, if a Participant’s Service terminates by reason of his or her Retirement:~~
(a) The Participant’s outstanding Stock Options and Stock Appreciation Rights that are not Performance Awards will cease vesting but, solely to the extent exercisable at the time of the Participant’s Retirement, may thereafter be exercised until the expiration of the stated period of the Stock Option or SAR;~~provided~~,~~however~~, that if the Participant dies after such termination of Service, any unexercised Stock Option or SAR may thereafter be exercised by the legal representative of the Participant’s estate or by the beneficiary, if any, designated by the Participant pursuant to the provisions of Section 7.5(b), for a period of twelve months from the date of the Participant’s death or until the expiration of the stated period of the Stock Option or SAR, whichever period is the shorter (to the extent that the provisions of this Section 18.3(a) cause Incentive Stock Options to fail to comply with the provisions of Code Section 422, such Stock Options shall be deemed to be~~Non-Qualified~~ ~~Stock Options);~~
(b) If the Participant has attained the age of 60 at the time of his or her Retirement, all vesting restrictions and conditions on that Participant’s outstanding Restricted Shares that are not Performance Awards or Qualified Performance-Based Awards shall immediately lapse and such Restricted Shares shall be fully vested; and
(c) If the Participant has not yet attained the age of 60 at the time of his or her Retirement, that Participant’s outstanding Restricted Shares that are not Performance Awards or Qualified Performance-Based Awards shall not be forfeited, but all time-based vesting conditions and restrictions on such Restricted Shares shall continue in accordance with their terms, or until the Participant’s death or Disability, in which case the provisions of Section 18.1 or Section 18.2, as applicable, shall apply.
Any rights of a Participant following his or her Retirement with respect to outstanding Restricted Stock Units, Performance Awards, Qualified Performance-Based Awards (other than Stock Options and SARs) and Other Stock-Based Awards shall be set forth in the applicable Award Agreement.
~~18.4~~ ~~Other~~. Unless otherwise determined by the Committee and set forth in the applicable Award Agreement, if a Participant’s Service terminates for any reason other than death, Disability or Retirement, the Participant’s Awards shall thereupon terminate and be forfeited.
~~18.5~~ ~~Transfer; Leave of Absence~~.
~~(a)~~ ~~Transfer~~. For purposes of the Plan, a transfer of an employee Participant from the Company to an Affiliate, or vice versa, or from one Affiliate to another shall not be deemed a termination of Service by the Participant.
~~(b)~~ ~~Leave of Absence~~. Unless otherwise determined by the Committee, a leave of absence by an employee Participant, duly authorized in writing by the Company or an Affiliate, shall not be deemed a termination of Service by the Participant for purposes of the Plan.
~~18.6~~ ~~Acceleration For Any Other Reason~~. Regardless of whether an event has occurred as described in Sections 18.1, 18.2 and 18.3 above, and subject to the provisions of Section 13 with respect to Qualified Performance-Based Awards, the Committee may in its sole discretion at any time determine that all or a portion of a Participant’s Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable, that all or a part of any time-based or Service-based vesting conditions on all or a portion of any outstanding Awards shall lapse, or that any performance-based conditions with respect to any Awards shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion, determine. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 18.6. Notwithstanding any other provision of the Plan,
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~~including this Section 18.6, the Committee may not accelerate the payment of any Award if such acceleration would fail to comply with Code Section 409A(a)(3).~~
~~Section 19. Adjustments for Changes in Capitalization~~
~~19.1~~ ~~Mandatory Adjustments~~. In the event of an “equity restructuring” (as such term is defined in Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation — Stock Compensation”), including any stock dividend, stock split,~~spin-off,~~ rights offering, or large nonrecurring cash dividend, the authorization limits under Sections 5.1, 5.2 and 5.6 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and outstanding Awards as it deems necessary or appropriate, in its sole discretion, to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, including: (a) adjustment of the number and kind of shares or securities that may be issued under the Plan; (b) adjustment of the number and kind of shares or securities subject to outstanding Awards; (c) adjustment of the Exercise Price of outstanding Stock Options and Stock Appreciation Rights or the measure to be used to determine the amount of the benefit payable on an Award; (d) adjustment to market price-based performance goals or performance goals set on a~~per-Share~~ basis; and (e) any other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing, the Committee shall not make any adjustments to outstanding Stock Options or SARs to the extent that it causes such Stock Options or SARs to provide for a deferral of compensation subject to Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the outstanding Common Stock (a stock split), a dividend payable in Shares, or a combination or consolidation of the outstanding Common Stock into a lesser number of Shares, the authorization limits under Sections 5.1, 5.2 and 5.6 shall automatically be adjusted proportionately, and the Shares then subject to each outstanding Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate Exercise Price therefor.
~~19.2~~ ~~Discretionary Adjustments~~. Upon the occurrence or in anticipation of any share combination, exchange or reclassification, recapitalization, merger, consolidation or other corporate reorganization affecting the Common Stock, or any transaction described in Section 19.1, in addition to any of the actions described in Section 19.1, the Committee may, in its sole discretion, provide: (a) that Awards will be settled in cash rather than Shares; (b) that Awards will become immediately vested and exercisable and will expire after a designated period of time to the extent not then exercised; (c) that Awards will be equitably converted, adjusted or substituted in connection with such transaction; (d) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Shares as of a specified date associated with the transaction, over the Exercise Price of the Award; (e) that performance targets and Performance Periods for Performance Awards and Qualified Performance-Based Awards will be modified, consistent with Code Section 162(m) where applicable; or (f) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.
~~19.3~~ ~~No Fractional Shares, etc.~~. After giving effect to any adjustment pursuant to the provisions of this Section 19, the number of Shares subject to any Award denominated in whole Shares shall always be a whole number, unless otherwise determined by the Committee. Any discretionary adjustments made pursuant to the provisions of this Section 19 shall be subject to the provisions of Section 22. To the extent any adjustments made pursuant to this Section 19 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Stock Options shall be deemed to be~~Non-Qualified~~ ~~Stock Options.~~
~~Section 20. Change of Control~~
~~20.1~~ ~~Definition. For purposes of the Plan, the term “Change of Control” means the occurrence of any of the following on or after the Effective Date:~~
(a) Any “person” (as such term is used in Sections 13(d) and 14 of the Exchange Act), other than (1) the Company, (2) any subsidiary of the Company, (3) any employee benefit plan (or a trust forming a part thereof) maintained by the Company or any subsidiary of the Company, (4) any underwriter temporarily holding securities of the Company pursuant to an offering of such securities or (5) any person in connection with a transaction described in clauses (1), (2) and (3) of Section 20.1(b) below, becomes the “beneficial owner” (within the meaning of~~Rule 13d-3~~ under the Exchange Act) of securities of the Company representing 30% or more of the total voting power of the Company’s then outstanding voting securities, unless such securities (or, if applicable, securities that are being converted into voting securities) are acquired directly from the Company in a transaction approved by a majority of the Incumbent Board (as defined in Section 20.1(d) below).
1l. ~~2017 Proxy Statement~~    RAJESH SUBRAMANIAM ☐ ☐ ☐
~~C-15~~
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
(b) The consummation of a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued, or the sale or other disposition, in one transaction or a series of transactions, of all or substantially all of the assets of the Company (a “Corporate Transaction”), unless:
(1) the stockholders of the Company immediately before such Corporate Transaction will own, directly or indirectly, immediately following such Corporate Transaction, at least 60% of the total voting power of the outstanding voting securities of the corporation or other entity resulting from such Corporate Transaction (including a corporation or other entity that acquires all or substantially all of the Company’s assets, the “Surviving Company”) or the ultimate parent company thereof in substantially the same proportion as their ownership of the voting securities of the Company immediately before such Corporate Transaction;
(2) the individuals who were members of the Board of Directors immediately prior to the execution of the agreement providing for such Corporate Transaction constitute a majority of the members of the board of directors or equivalent governing body of the Surviving Company or the ultimate parent company thereof; and
(3) no person, other than (A) the Company, (B) any subsidiary of the Company, (C) any employee benefit plan (or a trust forming a part thereof) maintained by the Company or any subsidiary of the Company, (D) the Surviving Company, (E) any subsidiary or parent company of the Surviving Company, or (F) any person who, immediately prior to such Corporate Transaction, was the beneficial owner of securities of the Company representing 30% or more of the total voting power of the Company’s then outstanding voting securities, is the beneficial owner of 30% or more of the total voting power of the then outstanding voting securities of the Surviving Company or the ultimate parent company thereof.
~~(c) The stockholders of the Company approve a complete liquidation or dissolution of the Company.~~
(d) Directors who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”), cease to constitute at least a majority of the Board of Directors (or, in the event of any merger, consolidation or reorganization the principal purpose of which is to change the Company’s state of incorporation, form a holding company or effect a similar reorganization as to form, the board of directors of such surviving company or its ultimate parent company);~~provided~~,~~however~~, that any individual becoming a member of the Board of Directors subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened proxy contest relating to the election of directors.
Notwithstanding the foregoing, a Change of Control will not be deemed to occur solely because any person (a “Subject Person”) becomes the beneficial owner of more than the permitted amount of the outstanding voting securities of the Company as a result of the acquisition of voting securities by the Company which, by reducing the number of voting securities outstanding, increases the proportional number of voting securities beneficially owned by the Subject Person,~~provided~~, that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such acquisition by the Company, the Subject Person becomes the beneficial owner of any additional voting securities that increases the percentage of the then outstanding voting securities beneficially owned by the Subject Person to 30% or more of the total voting power, then a Change of Control will have occurred.
~~20.2~~ ~~Effect of Change of Control~~. Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee and set forth in the applicable Award Agreement, the provisions of this Section 20.2 shall apply to the types of Awards specified in subsections (a) and (b) below in the event of a Change of Control.
~~(a)~~ ~~Stock Options and SARs~~. In the event of a Change of Control, all outstanding Stock Options and Stock Appreciation Rights that are not Performance Awards shall become fully vested and immediately exercisable. To the extent that the provisions of this Section 20.2(a) cause Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Stock Options shall be deemed to be~~Non-Qualified~~ ~~Stock Options.~~
~~(b)~~ ~~Restricted Shares~~. In the event of a Change of Control as described in Section 20.1(b), as shall be determined by the Committee: (1) any outstanding and unvested Restricted Shares that are not Performance Awards or Qualified Performance-Based Awards shall be canceled and the Company shall make a cash payment to those Participants in an amount equal to the highest price per Share received by the holders of Common Stock in connection with such Change of Control multiplied by the number of such unvested Restricted Shares then held by such Participant, with any~~non-cash~~ ~~consideration to be valued in good faith by the Committee; or (2) all vesting restrictions and conditions with respect to all outstanding Restricted Shares~~
1m. PAUL S. WALSH ☐ ☐ ☐
~~C-16~~To disclose your name with your vote and comments, if any, e-mail FedEx at ir@fedex.com.

    ~~2017 Proxy Statement~~
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
that are not Performance Awards or Qualified Performance-Based Awards shall immediately lapse and such Restricted Shares shall be fully vested. In the event of a Change of Control as described in Section 20.1(a), (c) or (d), all vesting restrictions and conditions with respect to all outstanding Restricted Shares that are not Performance Awards or Qualified Performance-Based Awards shall immediately lapse and such Restricted Shares shall be fully vested.
~~(c)~~ ~~Other Awards~~. Any rights of a Participant in connection with a Change of Control with respect to Restricted Stock Units, Performance Awards, Qualified Performance-Based Awards (other than Stock Options and Stock Appreciation Rights) and Other Stock-Based Awards shall be set forth in the applicable Award Agreement.
~~20.3~~ ~~Excise Taxes~~. In the event that any acceleration of vesting pursuant to an Award and any other payment or benefit received or to be received by a Participant under the Plan in connection with a Change of Control would subject a Participant to any excise tax pursuant to Code Section 4999 (which excise tax would be the Participant’s obligation) due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Code Section 280G, the Participant may elect, in his or her sole discretion, to reduce the amount of any acceleration of vesting, payment or benefit called for under an Award in order to avoid such characterization.
~~Section 21. Repricing Prohibited~~
Except as contemplated by the provisions of Section 19, outstanding Stock Options and Stock Appreciation Rights will not be “repriced” for any reason without the prior approval of the Company’s stockholders. For purposes of the Plan, a “repricing” means lowering the Exercise Price of an outstanding Stock Option or SAR or any other action that has the same effect or is treated as a repricing under generally accepted accounting principles, and includes a tandem cancellation of a Stock Option or SAR at a time when its Exercise Price exceeds the fair market value of the underlying Common Stock and exchange for another Stock Option, SAR, other Award, other equity security or a cash payment.
~~Section 22. Amendment and Termination~~
~~22.1~~ ~~Amendment or Termination of the Plan. The Board of Directors or the Committee may amend, modify, suspend, discontinue or terminate the Plan or any portion of the Plan at any time;provided~~,~~however~~, any amendment or modification that (a) increases the total number of Shares available for issuance pursuant to Awards granted under the Plan (except as contemplated by the provisions of Section 19), (b) deletes or limits the provision of Section 21 (repricing prohibition), or (c) requires the approval of the Company’s stockholders pursuant to any applicable law, regulation or securities exchange rule or listing requirement, shall be subject to approval by the Company’s stockholders. Subject to the provisions of Section 22.3, no amendment, modification, suspension, discontinuance or termination of the Plan shall impair the rights of any Participant under any Award previously granted under the Plan without such Participant’s consent,~~provided~~ that such consent shall not be required with respect to any Plan amendment, modification or other such action if the Committee determines in its sole discretion that such amendment, modification or other such action is not reasonably likely to significantly reduce or diminish the benefits provided to the Participant under such Award.
~~22.2~~ ~~Awards Previously Granted. The Committee may waive any conditions or restrictions under, amend or modify the terms and conditions of, or cancel or terminate any outstanding Award at any time and from time to time;provided~~,~~however~~, subject to the provisions of Section 22.3 and the provisions of the applicable Award Agreement, no such amendment, modification, cancellation or termination shall impair the rights of a Participant under an Award without such Participant’s consent,~~provided~~ that such consent shall not be required with respect to any amendment, modification or other such action if the Committee determines in its sole discretion that such amendment, modification or other such action is not reasonably likely to significantly reduce or diminish the benefits provided to the Participant under such Award.
~~22.3~~ ~~Compliance Amendments~~. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Committee may, in its sole discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable in order for the Company, the Plan, an Award or an Award Agreement to satisfy or conform to any applicable present or future law, regulation or rule or to meet the requirements of any accounting standard.
~~Section 23. Foreign Jurisdictions~~
Awards granted to Participants who are foreign nationals or who are employed by the Company or an Affiliate outside of the United States may have such terms and conditions different from those specified in the Plan and such additional terms and conditions as the Committee, in its sole discretion, determines to be necessary, appropriate or advisable to foster and promote
~~2017 Proxy Statement~~     ~~C-17~~
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
achievement of the material purposes of the Plan and to fairly accommodate for differences in local law, tax policy or custom or to facilitate administration of the Plan. The Committee may approve such~~sub-plans,~~ appendices or supplements to, or amendments, restatements or alternative versions of, the Plan as it may consider necessary, appropriate or advisable, without thereby affecting the terms of the Plan as in effect for any other purpose. The special terms and any appendices, supplements, amendments, restatements or alternative versions, however, shall not include any provisions that are inconsistent with the terms of the Plan as then in effect, unless the Plan could have been amended to eliminate such inconsistency without further approval by the Company’s stockholders.
~~Section 24. General~~
~~24.1~~ ~~No Limit on Other Compensation Arrangements~~. Nothing contained in the Plan shall preclude or limit the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
~~24.2~~ ~~Treatment for Other Compensation Purposes~~. The amount of any compensation received or deemed to be received by a Participant pursuant to an Award shall not be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws, and shall not be included in or have any effect on the determination of benefits under any other compensation or benefit plan, program or arrangement of the Company or an Affiliate, including any pension or severance benefits plan, unless expressly provided by the terms of any such plan, program or arrangement.
~~24.3~~ ~~No Trust or Fund~~. The Plan is intended to constitute an “unfunded” plan. Nothing contained herein or in any Award Agreement shall (a) require the Company to segregate any monies, other property or Shares, create any trusts, or to make any special deposits for any amounts payable to any Participant or other person, or (b) be construed as creating in respect of any Participant or any other person any equity or other interest of any kind in any assets of the Company or an Affiliate or creating a trust of any kind or a fiduciary relationship of any kind between the Company or any Affiliate and a Participant or any other person. Prior to the payment or settlement of any Award, nothing contained herein or in any Award Agreement shall give any Participant or any other person any rights that are greater than those of a general unsecured creditor of the Company or an Affiliate.
~~24.4~~ ~~Use of Proceeds. All proceeds received by the Company pursuant to Awards granted under the Plan shall be used for general corporate purposes.~~
~~24.5~~ ~~No Limitations on Corporate Action~~. Neither the Plan, the grant of any Award nor any Award Agreement shall limit, impair or otherwise affect the right or power of the Company or any of its Affiliates to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.
~~24.6~~ ~~No Stockholder Rights~~. Subject to the provisions of the Plan and the applicable Award Agreement, no Participant shall have any rights as a stockholder with respect to any Shares to be issued under the Plan prior to the issuance thereof.
~~24.7~~ ~~Prohibition on Loans~~. The Company shall not loan funds to any Participant for the purpose of paying the Exercise Price associated with any Stock Option or Stock Appreciation Right or for the purpose of paying any taxes associated with the grant, exercise, lapse of restriction, vesting, distribution, payment or other taxable event involving an Award or the Plan.
~~24.8~~ ~~No Obligation to Exercise Awards; No Right to Notice of Expiration Date~~. An Award of a Stock Option or a Stock Appreciation Right imposes no obligation upon the Participant to exercise the Award. The Company, its Affiliates and the Committee have no obligation to inform a Participant of the date on which a Stock Option or SAR is no longer exercisable except in the Award Agreement.
~~24.9~~ ~~Compliance with Section 16(b). With respect to Participants who are Reporting Persons, all transactions under the Plan are intended to comply with all applicable conditions ofRule 16b-3.~~ All transactions under the Plan involving Reporting Persons are subject to such conditions, regardless of whether the conditions are expressly set forth in the Plan. Any provision of the Plan that is contrary to a condition of~~Rule 16b-3~~ ~~shall not apply to such Reporting Persons.~~
~~24.10~~ ~~Code Section 409A Compliance~~. Notwithstanding anything contained in the Plan or in any Award Agreement to the contrary, the Plan and all Awards hereunder are intended to satisfy the requirements of Code Section 409A so as to avoid the imposition of any additional taxes or penalties thereunder, and all terms, conditions and provisions of the Plan and an Award Agreement shall be interpreted and applied in a manner consistent with this intent. If the Committee determines that an Award, Award Agreement, payment, distribution, transaction, or any other action or arrangement contemplated by the provisions of the Plan or an Award Agreement would, if undertaken, cause a Participant to become subject to any additional taxes or penalties
~~C-18~~
    ~~2017 Proxy Statement~~
~~Appendix C    2010 Omnibus Stock Incentive Plan~~
under Code Section 409A, such Award, Award Agreement, payment, distribution, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan or Award Agreement will be deemed modified or, if necessary, suspended in order to comply with the requirements of Code Section 409A to the extent determined appropriate by the Committee in its sole discretion, in each case without the consent of or notice to the Participant.
~~24.11~~ ~~Governing Law~~. Except as to matters governed by United States federal law or the Delaware General Corporation Law, the Plan, all Award Agreements and all determinations made and actions taken under the Plan and any Award Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without giving effect to its conflicts of law principles.
~~24.12~~ ~~Plan Controls~~. In the event of any conflict or inconsistency between the Plan and any Award Agreement, the provisions of the Plan shall govern and the Award Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency.
~~24.13~~ ~~Severability~~. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
~~24.14~~ ~~Successors. The Plan shall be binding upon the Company and its successors and assigns, and the Participant and the Participant’s legal representatives and beneficiaries.~~
~~Adopted September 27, 2010~~
~~Amended September 23, 2013~~
~~Amended July 16, 2017~~
~~Amended September 25, 2017~~
~~2017 Proxy Statement~~     ~~C-19~~
~~Using a~~~~black ink~~~~pen, mark your votes with an~~X~~as shown in this example. Please do not write outside the designated areas.~~
~~Electronic Voting Instructions~~
~~Available 24 hours a day, 7 days a week!~~
~~Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.~~
~~VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.~~
~~Proxies submitted by the Internet or telephone must be received by 11:59 p.m. Eastern time on September 24, 2017.~~
~~Vote by Internet~~
~~• Go to~~~~www.investorvote.com/FEDX~~
~~• Or scan the QR code with your smartphone~~
~~• Follow the steps outlined on the secure website~~
~~Vote by telephone~~
~~• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch-tone telephone~~
~~• Follow the instructions provided by the recorded message~~
~~Annual Meeting Proxy Card~~~~/Sign and Date on Reverse Side~~
~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~
A ~~The Board of Directors recommends a voteFOR~~ ~~each of the listed nominees,FOR~~ ~~Proposals 2, 4 and 5, and for every1 Year~~ ~~on Proposal 3.~~
1.
~~Election of Directors:~~
~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.

~~01 - James L. Barksdale~~

☐For Against Abstain
☐ ☐
~~02 - John~~ ~~A. Edwardson~~
☐ ☐ ☐ ~~03 -  Marvin~~ ~~R. Ellison~~ ☐ ☐ ☐
2.
~~04 - John C. (“Chris”) Inglis~~ ☐ ☐ ☐ ~~05 - Kimberly A. Jabal~~ ☐ ☐ ☐ ~~06 - Shirley Ann Jackson~~ ☐ ☐ ☐
~~07 - R. Brad Martin~~ ☐ ☐ ☐ ~~08 - Joshua Cooper Ramo~~ ☐ ☐ ☐ ~~09 - Susan~~ ~~C. Schwab~~ ☐ ☐ ☐
~~10 - Frederick W. Smith~~ ☐ ☐ ☐ ~~11 - David P. Steiner~~ ☐ ☐ ☐ ~~12 - Paul S. Walsh~~ ☐ ☐ ☐
~~For~~ ~~Against~~ ~~Abstain~~ ~~1 Year~~ ~~2 Years~~ ~~3 Years~~ ~~Abstain~~
2.
Advisory vote to approve named executive officer compensation.
☐ ☐ ☐ ☐ ☐

1 Year 2 Years 3 Years Abstain
3. Advisory vote on the frequency of future advisory votes on executive compensation.
☐ ☐ ☐ ☐

☐
☐
☐ For ☐Against Abstain
4. Ratify the appointment of Ernst & Young LLP as FedEx’s independent registered public accounting firm for fiscal year 2024. ☐ ☐ ☐
~~For~~ ~~Against~~ ~~Abstain~~
4.
~~Approval of amendment to 2010 Omnibus Stock Incentive Plan to increase the number of authorized shares.~~
☐ ☐ ☐
~~5.   Ratification of independent registered public accounting firm.~~
☐ ☐ ☐
B
The Board of Directors recommends ayou voteAGAINST Proposals 65 through 9.8. For Against Abstain

5. Stockholder proposal regarding amendment to clawback policy. ☐ ☐ ☐

6. Stockholder proposal regarding a “Just Transition” report. ☐ ☐ ☐

7. Stockholder proposal regarding paid sick leave disclosure. ☐ ☐ ☐
8. Stockholder proposal regarding a report on climate risk associated with retirement plan options. ☐ ☐ ☐
NOTE: At their discretion, the proxies are authorized to vote on any other matters that may properly come before the meeting and any adjournments or postponements thereof.

Signature [PLEASE SIGN WITHIN BOX]           Date Signature (Joint Owners)          Date ~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~

Table of Contents

How to Attend the Virtual Annual Meeting
FedEx’s 2023 annual meeting of stockholders will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/FDX2023. There will not be a physical location for the annual meeting, and you will not be able to attend the meeting in person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

6.
~~Stockholder proposal regarding shareholder proxy access revisions.~~
☐
☐
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~~7.   Stockholder proposal regarding lobbying activity and expenditure report.~~
☐
☐
☐
8.
~~Stockholder proposal regarding executive pay confidential voting.~~
☐
☐
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~~9.   Stockholder proposal regarding application of company non-discrimination policies in states with pro-discrimination laws.~~
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V21301-P96406-Z85563
FedEx Corporation

Annual Meeting of Stockholders
~~Monday,~~
September ~~25, 2017~~
21, 2023
8:00 a.m. ~~local time~~
~~FedEx Express World Headquarters~~
~~Auditorium~~
~~3670 Hacks Cross Road, Building G, Memphis, TN 38125~~
~~Important information if you plan to attend the annual meeting in person~~
~~If you plan to attend the annual meeting in person, you must register in advance. The registration deadline~~Central Time
This proxy is ~~11:59 p.m. Eastern time on Thursday, September 21, 2017.~~ ~~You may register~~solicited by ~~accessing~~~~www.investorvote.com/FEDX~~ and following the instructions to register for the meeting and print out an admission ticket. If you do not have access to the Internet, you may register by calling FedEx Investor Relations at 1-901-818-7200. You will need the 15-digit control number included on the reverse side of this proxy card to register.
In order to be admitted to the meeting, you must present both an admission ticket, which you will obtain when you register in advance, and a valid government-issued photo identification, such as a driver’s license or a passport.
Security measures will be in place at the meeting to help ensure the safety of attendees. Metal detectors similar to those used in airports will be located at the entrance to the meeting room, and briefcases, handbags and packages will be inspected. No cameras or recording devices of any kind, or signs, placards, banners or similar materials, may be brought into the meeting. Anyone who refuses to comply with these requirements will not be admitted.
~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~
~~Proxy Solicited on Behalf of~~ the Board of Directors
The stockholder(s) hereby appoint(s) Mark R. Allen and Tracy B. Brightman, or either of ~~FedEx Corporation for~~them, as proxies, each with the ~~Annual Meeting of Stockholders, September 25, 2017~~
~~The undersigned hereby constitutes and appoints Christine P. Richards and Alan B. Graf, Jr., and each of them,~~power to appoint his or her ~~true~~substitute, and ~~lawful agents and proxies, each with full power of substitution,~~hereby authorize(s) them to represent ~~the undersigned~~ and to vote all of the shares of ~~FedEx Corporation~~ common stock of FedEx Corporation that the ~~undersigned~~stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders ~~of FedEx~~ to be held ~~in the auditorium at the FedEx Express World Headquarters, 3670 Hacks Cross Road, Building G, Memphis, Tennessee 38125, on Monday, September 25, 2017,~~online at 8:00 a.m. ~~local time,~~Central Time on September 21, 2023, at www.virtualshareholdermeeting.com/FDX2023, and at any ~~postponements~~adjournments or ~~adjournments~~postponements thereof, on Proposals 1 through 98 as specified on the reverse side hereof (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to stand for election) and on such other matters as may properly come before said meeting.
This card also constitutes voting instructions for any shares held for the undersigned in the FedEx Corporation employee stock purchase plan or in a benefit plan of FedEx Corporation or its subsidiaries. If you wish to instruct a record holder or plan trustee on the voting of shares held in ~~your~~the account, your instructions must be received by September ~~20, 2017.~~17, 2023. If no direction is given, the plan trustee will vote the shares held in ~~your~~the account in the same proportion as votes received from other plan participants.
This proxy, when properly signed, dated and returned, will be voted as specified by you. If no direction is made, this proxy will be voted (and voting instructions given) FOR each of the director nominees, FOR Proposals 2 4 and 5,4, for every 1 YEAR on Proposal 3, and AGAINST Proposals 65 through 9.8. The Board of Directors recommends that you vote FOR each of the director nominees, FOR Proposals 2 4 and 5,4, for every 1 YEAR on Proposal 3, and AGAINST Proposals 65 through 9.8. In their discretion, the proxy holders are authorized to vote on such other matters as may properly come before the meeting or any adjournments or postponements ~~or adjournments~~ thereof.
You are encouraged to specify your choices by marking the appropriate boxes on the reverse side, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. Mr. Allen and Ms. ~~Richards and Mr. Graf~~Brightman cannot vote ~~your~~the shares unless you sign, date, and return this card or vote on the Internet or by telephone.
If you vote by the Internet or telephone, please DO NOT mail back this proxy card. If you wish to attend the annual meeting in person, however, you will need to register in advance and bring the admission ticket with you that you will receive when you register.
~~NOTE: If you vote~~To be signed on the Internet, you may elect to have next year’s proxy statement and annual report to stockholders delivered to you electronically. We strongly encourage you to enroll in electronic delivery. It is a cost-effective way for us to send you proxy materials and annual reports.reverse side
C ~~Non-Voting~~ ~~Items~~
~~Change of Address~~ ~~— Please print your new address below.~~
~~Comments~~ ~~— Please print your comments below.~~
~~Mark this box if you would~~
~~like your name to be~~
~~disclosed with your vote~~
~~and comments, if any.~~
☐
D ~~Authorized Signatures — This section must be completed for your vote to be counted — Date and Sign Below.~~
~~The signer hereby revokes all proxies previously given by the signer to vote at said meeting or at any postponements or adjournments thereof.~~
~~NOTE: Please sign exactly as name appears on this card. Joint owners should each sign. When signing as attorney, officer, executor, administrator, trustee or guardian, please give full title as such.~~
~~Date (mm/dd/yyyy) — Please print date below.~~ ~~Signature 1 — Please keep signature within the box.~~ ~~Signature 2 — Please keep signature within the box.~~
        ~~/         /~~

CHECK THE APPROPRIATE BOX:
~~[ ]~~ ☐		Preliminary Proxy Statement
~~[ ]~~ ☐		Confidential, ~~For~~for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
~~[X]~~ ☑		Definitive Proxy Statement
☐		~~Definitive Proxy Statement~~
~~[ ]~~		Definitive Additional Materials
~~[ ]~~ ☐		Soliciting Material ~~Pursuant to~~under §240.14a-12

	~~Aggregate number~~Our Board of ~~securities to which transaction applies:~~ Directors has carefully overseen the development of the strategies, execution plans, financial objectives, and milestones associated with DRIVE initiatives.
	~~(3)~~	~~Per unit price or other underlying~~Our executive compensation program is designed to incentivize our leadership team’s work toward our future success and stockholder value ~~of transaction computed pursuant to Exchange Act Rule 0-11 (set forth~~creation. Based on investor feedback, the ~~amount~~FY24–FY26 long-term incentive plan will include a return on ~~which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~

~~[ ]~~	~~Fee paid previously with preliminary materials.~~
~~[ ]~~	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~ invested capital performance metric.

Voting Proposal					~~Page~~		Board Recommendation
~~Proposal 1: Election of directors~~ 1	Elect the thirteen nominees named in the proxy statement as FedEx directors for a one-year term	~~For~~	✓			15	FOR each director nominee
~~Proposal 2:~~ 2	Advisory vote to approve named executive officer compensation		✓	~~For~~				57	FOR
~~Proposal 3:~~ 3	Advisory vote on the frequency of future advisory votes on executive compensation		✓	Every ~~Year~~				59	1 YEAR
~~Proposal 4: Amendment to the 2010 Omnibus Stock Incentive Plan to increase the number of authorized shares~~ 4		~~For~~				60
~~Proposal 5:~~ Ratification of the appointment of ~~the~~Ernst & Young LLP as FedEx’s independent registered public accounting firm for fiscal year 2024	✓	~~For~~				75	FOR
~~Proposals 6 – 9: Stockholder~~5-8	Act upon four stockholder proposals, if properly presented at the meeting		✕	~~Against~~				77	AGAINST

LOGISTICS
	Date and Time Thursday, September 21, 2023, at 8:00 a.m. Central Time
	Location Online via webcast at www. virtualshareholdermeeting. com/FDX2023
	Who Can Vote Stockholders of record at the close of business on July 27, 2023, may vote at the meeting or any postponements or adjournments of the meeting.

	The Notice of Annual Meeting of Stockholders to be held September 21, 2023;
	The FedEx 2023 Proxy Statement; and
	The FedEx Annual Report to Stockholders for the fiscal year ended May 31, 2023.

HOW TO CAST YOUR VOTE If you are a registered stockholder, you can vote by any of the following methods:
	Online www.proxyvote.com up until 11:59 p.m. Eastern Time on 9/20/2023. For shares held in any FedEx or subsidiary employee stock purchase plan or benefit plan, vote by 11:59 p.m. Eastern Time on 9/17/2023.
	By phone 1-800-690-6903; Dial toll-free 24/7 up until 11:59 p.m. Eastern Time on 9/20/2023. For shares held in any FedEx or subsidiary employee stock purchase plan or benefit plan, vote by 11:59 p.m. Eastern Time on 9/17/2023.
	Proxy card Completing, signing, and returning your proxy card
	At the meeting You also may vote online during the annual meeting by following the instructions provided on the meeting website during the annual meeting. To vote at the meeting, visit www. virtualshareholdermeeting. com/FDX2023.
If you are a beneficial owner and received a voting instruction form, please follow the instructions provided by your bank, broker, or other nominee to vote your shares.

Notice of Annual Meeting of Stockholders			4

Proxy Statement Summary			6

Corporate Governance Matters			12

	Proposal 1 — Election of Directors		12
	Process for Selecting Directors	~~2017 Proxy Statement~~	12
	iProcess for Training and Evaluating Directors		14

	Nominees for Election to the Board	15
	The Board’s Role and Responsibilities	25
	Board Structure	30
	Board Processes and Policies	34
	Directors’ Compensation	36

iiExecutive Compensation		39

	Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation	39
	Report of the Compensation and Human Resources Committee of the Board of Directors	40
	Compensation Discussion and Analysis	40
	Summary Compensation Table	61
	Grants of Plan-Based Awards During Fiscal 2023	65
	Outstanding Equity Awards at End of Fiscal 2023	66
	Option Exercises and Stock Vested During Fiscal 2023	69
	Fiscal 2023 Pension Benefits	70
	Nonqualified Deferred Compensation	72
	Potential Payments Upon Termination or Change of Control	73
	Pay Versus Performance	77
	CEO Pay Ratio	82

	Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	83
Equity Compensation Plans		84
	Equity Compensation Plans Approved by Stockholders	84
	Equity Compensation Plans Not Approved by Stockholders	84
	Summary Table	84

Audit Matters		~~2017~~85

	Proposal 4 — Ratification of the Appointment of the Independent Registered Public Accounting Firm	85
	Appointment of Independent Registered Public Accounting Firm	85
	Policies Regarding Independent Auditor	85
	Report of the Audit and Finance Committee of the Board of Directors	86
	Audit and Non-Audit Fees	88

Stock Ownership		89
	Directors and Executive Officers	89
	Significant Stockholders	90

Stockholder Proposals		91

Information About the Annual Meeting		99

Virtual Meeting Information		104

Additional Information		105
	General Information	105
	Proxy Solicitation	105
	Householding	105

Stockholder Proposals and Director Nominations for 2024 Annual Meeting		106
	Stockholder Proposals for 2024 Annual Meeting	106
	Proxy Access Director Nominations	106
	Additional Information	106

Appendix A – Companies in Director Compensation Comparison Survey Group		A-1
Appendix B – Companies in Executive Compensation Comparison Survey Group		B-1
Appendix C – Reconciliations of Non-GAAP Financial Measures		C-1

NOMINEE AND POSITION		AGE	DIRECTOR SINCE	COMMITTEES				OTHER PUBLIC DIRECTORSHIPS
NOMINEE AND POSITION		AGE	DIRECTOR SINCE	AFC	CHRC	CyTOC	GSPPC	OTHER PUBLIC DIRECTORSHIPS
	MARVIN R. ELLISON Chairman, President, and Chief Executive Officer of Lowe’s Companies, Inc.	58	2014					Lowe’s Companies, Inc.
	STEPHEN E. GORMAN Former Chief Executive Officer of Air Methods Corporation	68	2022					Peabody Energy Corporation
	SUSAN PATRICIA GRIFFITH President and Chief Executive Officer of The Progressive Corporation	58	2018					The Progressive Corporation
	AMY B. LANE Former Managing Director and Group Leader, Global Retailing Investment Banking Group, Merrill Lynch & Co., Inc.	70	2022					NextEra Energy, Inc. and TJX Companies Inc.
	R. BRAD MARTIN Vice Chairman Chairman of RBM Venture Company	71	2011					Westrock Coffee Company
	NANCY A. NORTON Retired Vice Admiral, U.S. Navy	58	2022
	FREDERICK P. PERPALL Chief Executive Officer of The Beck Group	48	2021					Starwood Property Trust, Inc.
	JOSHUA COOPER RAMO Chairman and Chief Executive Officer, Sornay, LLC	54	2011
	SUSAN C. SCHWAB Professor Emerita at the University of Maryland School of Public Policy	68	2009					Caterpillar Inc. and Marriott International, Inc.
	FREDERICK W. SMITH Executive Chairman and Chairman of the Board of FedEx Corporation	78	1971
	DAVID P. STEINER Lead Independent Director Former Chief Executive Officer of Waste Management, Inc.	63	2009					Vulcan Materials Company
	RAJESH SUBRAMANIAM President and Chief Executive Officer of FedEx Corporation	57	2020					The Procter & Gamble Company
	PAUL S. WALSH Executive Chairman of McLaren Group Limited	68	1996					McDonald’s Corporation and Vintage Wine Estates, Inc.


~~Proxy Access~~ AFC – Audit and Finance Committee	~~Yes~~
~~Majority Voting for Directors~~ CyTOC – Cyber and Technology Oversight Committee	~~Yes~~
~~Annual Election of All Directors~~ Member	~~Yes~~	Independent
~~Diverse Board~~	~~Yes~~
~~Annual Board~~CHRC – Compensation and Human Resources Committee~~Self-Evaluations~~	~~Yes~~
~~Separate Chairman & CEO~~	No
~~Lead Independent Director~~	~~Yes~~
~~Independent Directors Meet Regularly Without Management Present~~	~~Yes~~
~~Annual Independent Director Evaluation of Chairman and CEO~~	~~Yes~~
~~Code of Business Conduct and Ethics Applicable to Directors~~	~~Yes~~
~~Nominating & Governance Committee Composed of Independent Directors~~	~~Yes~~
~~Stock Ownership Goal for Directors and Senior Officers~~	~~Yes~~
Size of Board*	12
Number of Independent Directors*	11
Average Age of Directors*	62
Average Director Tenure (in years)*	13
Median Director Tenure (in years)*	8

Independent Director Nominee Tenure**	Age**
	~~iii~~
Board Refreshment	Diversity

Transportation/ Logistics/Supply Chain	International	Financial	Marketing	Retail/ E-commerce

6 Nominees	7 Nominees	6 Nominees	6 Nominees	6 Nominees
Technological/Digital/ Cybersecurity	Energy	Human Resource Management	Government	Risk Management

3 Nominees	5 Nominees	2 Nominees	4 Nominees	7 Nominees
Leadership

13 Nominees

		ELEMENT AND FISCAL 2023 AVERAGE NEO TARGET PAY MIX⁽¹⁾⁽²⁾		DESCRIPTION AND METRICS
		Base Salary		Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent.
		Performance-Based AIC		Annual cash incentive program designed to motivate our executives to achieve annual financial goals and other business objectives and reward them accordingly. Total amount paid was based on: Achievement of adjusted consolidated operating income objectives and individual performance goals
		Restricted Stock		Annual equity incentive awards designed to further align the interests of our executives with those of our stockholders by facilitating significant ownership of FedEx stock. The number of options and shares of restricted stock awarded is primarily based on an officer’s position and level of responsibility.
		Stock Options
		Performance-Based LTI		Long-term cash incentive program designed to motivate management to build long-term stockholder value and reward them accordingly. For the FY21–FY23 long-term incentive (“LTI”) plan, total payout opportunity was based on: Achievement of aggregate adjusted earnings-per-share (“EPS”) goals for the three-fiscal-year period (weighted at 75% of the total payout opportunity); and Achievement of goals for total capital expenditures as a percentage of total revenue (“CapEx/Revenue”) for the three-fiscal-year period (weighted at 25% of the total payout opportunity).

⁽¹⁾	See page 44 for individual fiscal 2023 target total direct compensation components.
⁽²⁾	These averages exclude our Executive Chairman because his fiscal 2023 compensation consisted solely of base salary and performance-based LTI. As a result, the percentages included in this table do not sum to 100%.

	Under the fiscal 2023 annual incentive compensation (“AIC”) plan, annual bonus payments were tied to achieving specified levels of fiscal 2023 adjusted consolidated operating income. Because the threshold objective for fiscal 2023 adjusted consolidated operating income was not achieved, there was no payout to any named executive officer under the fiscal 2023 AIC plan.
	LTI payouts for fiscal 2023 were tied to meeting pre-established aggregate adjusted EPS goals and CapEx/Revenue goals over a three-fiscal-year period. Strong adjusted EPS growth in fiscal 2021 and 2022, resulting in maximum achievement of this component of the FY21–FY23 LTI plan, and slightly below-target achievement of the CapEx/ Revenue component, resulted in above-target payouts under the FY21–FY23 LTI plan.
	Officers realize value from the stock options included in the total direct compensation calculation only if the stock price appreciates after the grant date. The exercise price for the fiscal 2023 annual stock option grant to executive officers was $226.945. The closing price of FedEx common stock on July 27, 2023 was $265.37.

	Proposal 3 Advisory Vote on the Frequency of Future Advisory Votes
	on Executive Compensation

	Proposal 4 Ratification of the Appointment of Ernst & Young LLP as
	FedEx’s Independent Registered Public Accounting Firm		~~2017 Proxy Statement~~		v

	The highest level of personal and professional ethics, integrity, and values;
	Practical wisdom and mature judgment;
	An inquiring and independent mind;
	Expertise that is useful to FedEx and complementary to the background and experience of other Board members; and
	Willingness to represent the best interests of all stockholders and objectively appraise management performance.

	TRANSPORTATION/ LOGISTICS/SUPPLY CHAIN MANAGEMENT EXPERIENCE		ENERGY EXPERTISE	Diversity: The Board is committed to having a membership that reflects a diversity of gender, race, ethnicity, age, and background. This commitment is demonstrated by the fact that the Board currently* includes five female directors and three directors who are racially or ethnically diverse. *As of August 10, 2023, and including Kimberly A. Jabal, who will not stand for reelection at the 2023 annual meeting.
	INTERNATIONAL EXPERIENCE		HUMAN RESOURCE MANAGEMENT EXPERTISE
	FINANCIAL EXPERTISE		GOVERNMENT EXPERIENCE
	MARKETING EXPERTISE		RISK MANAGEMENT EXPERTISE
	RETAIL/E-COMMERCE EXPERTISE		LEADERSHIP EXPERIENCE
	TECHNOLOGICAL/ DIGITAL/CYBERSECURITY EXPERTISE
vi		~~2017 Proxy Statement~~


~~CORPORATE GOVERNANCE MATTERS~~			1
~~FedEx Corporate Governance~~			1
~~Board Leadership Structure~~	1
~~Board Risk Oversight~~		2
~~Executive Management Succession Planning~~			3
~~Director Independence~~	3
~~Audit~~The GSPP Committee ~~Financial Expert~~	4
~~Director Mandatory Retirement~~	5
~~Stock Ownership Goal for Directors~~considers potential new candidates that may be proposed by current directors, management, professional search firms, stockholders, or other persons. The Committee may engage a third-party executive search firm to assist in identifying potential director candidates. The Committee considers and ~~Senior Officers~~	5
~~Policy on Poison Pills~~	5
~~Communications with Directors~~	5
~~Proxy Access~~	6
~~Nomination of Director Candidates~~	6
~~Majority-Voting Standard for Director Elections~~	7
~~Policy on Review and Preapproval of Related Person Transactions~~	7
~~Related Person Transactions~~	7

evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a Board member, management, search firm, or other sources.

~~STOCK OWNERSHIP~~			9
~~COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS~~			11
~~DIRECTORS’ COMPENSATION~~			13
~~PROPOSAL 1 — ELECTION OF DIRECTORS~~			15
~~EXECUTIVE COMPENSATION~~			21

The GSPP Committee evaluates a potential new director candidate thoroughly in considering whether the candidate meets the criteria that the Board seeks in all of its directors and how that candidate’s skills and experience would positively contribute to the Board. The process may include reviewing the candidate’s qualifications, interviewing the candidate, engaging an outside firm to gather additional information about the candidate, and making inquiries of persons with knowledge of the candidate.
~~Report~~In its evaluation of all director candidates, including the members of the ~~Compensation~~Board eligible for reelection, the GSPP Committee considers the appropriate size, composition, skills, and contributions of current members and the needs of the Board of Directors			21
~~Compensation Discussion~~ and ~~Analysis~~			21
~~Summary Compensation Table~~			40
~~Grants~~each of ~~Plan-Based Awards During Fiscal 2017~~			45
~~Outstanding Equity Awards at End of Fiscal 2017~~			47
~~Option Exercises and Stock Vested During Fiscal 2017~~			49
~~Fiscal 2017 Pension Benefits~~			50
~~Potential Payments Upon Termination or Change of Control~~			52

its committees.

~~PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION~~			57
~~PROPOSAL 3 — ADVISORY VOTE ON~~AS A RESULT OF THIS PROCESS, SIX NEW, INDEPENDENT, HIGHLY QUALIFIED DIRECTORS HAVE JOINED THE ~~FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION~~			59
~~PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE~~FEDEX BOARD IN THE ~~NUMBER OF AUTHORIZED SHARES~~PAST FIVE YEARS.*			60
~~EQUITY COMPENSATION PLANS~~			72
~~REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS~~			73
~~AUDIT ANDNON-AUDIT~~ ~~FEES~~			74
~~PROPOSAL 5 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~			75
~~STOCKHOLDER PROPOSALS: PROPOSALS 6 – 9~~			77
~~INFORMATION ABOUT THE ANNUAL MEETING~~			88
~~ADDITIONAL INFORMATION~~			94
~~STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2018 ANNUAL MEETING~~			95

*
~~APPENDIX A — Companies in Executive Compensation Comparison Survey Group~~			~~A-1~~
~~APPENDIX B — Reconciliations ofNon-GAAP~~ ~~Measures~~			~~B-1~~
~~APPENDIX C — 2010 Omnibus Stock Incentive Plan~~			~~C-1~~


	Common Stock Beneficially Owned
Name of Beneficial Owner	Number of Shares			Number of Option Shares⁽¹⁾		Percent of Class⁽²⁾
Frederick W. Smith		19,509,690	⁽³⁾		1,474,880		7.78%
James L. Barksdale		61,600			44,355		*
John A. Edwardson ⁽⁴⁾		26,208			39,955		*
Marvin R. Ellison		—			11,878		*
John C. (“Chris”) Inglis		3,015			3,980		*
Kimberly A. Jabal		2,100			3,980		*
Shirley Ann Jackson		8,111			3,980		*
R. Brad Martin		56,500	⁽⁵⁾		24,515		*
Joshua Cooper Ramo		4,360			20,155		*
Susan C. Schwab		3,254			39,955		*
David P. Steiner		5,000			35,555		*
Paul S. Walsh		10,000			39,955		*
David J. Bronczek		50,385	⁽⁶⁾		207,692		*
Robert B. Carter		45,527	⁽⁷⁾		120,738		*
Alan B. Graf, Jr.		203,375	⁽⁸⁾		179,418		*
Christine P. Richards		100,604			73,403		*
T. Michael Glenn		216,956	⁽⁹⁾		13,637		*
All directors and executive officers as a group (21 persons) ⁽¹⁰⁾		20,245,491	⁽¹¹⁾		2,642,729		8.45%


	~~Amount and Nature of~~ ~~Beneficial Ownership~~			~~Percent of Class~~
~~BlackRock, Inc.~~ ~~55 East 52nd Street~~ ~~New York, New York 10055~~		~~14,823,307~~	⁽¹⁾		~~5.54%~~
~~PRIMECAP Management Company~~ ~~177 East Colorado Boulevard, 11th Floor~~ ~~Pasadena, California 91105~~		~~15,730,767~~	⁽²⁾		~~5.88%~~
~~The Vanguard Group, Inc.~~ ~~100 Vanguard Boulevard~~ ~~Malvern, Pennsylvania 19355~~		~~17,997,225~~	⁽³⁾		~~6.73%~~



~~Audit Committee~~
~~Committee functions:~~		~~Committee members~~ ~~John A. Edwardson (Chairman)~~ ~~Kimberly A. Jabal~~ ~~Shirley Ann Jackson~~ ~~R. Brad Martin~~ ~~Joshua Cooper Ramo~~ ~~FY17 meetings held:~~10
•	~~oversees the independent registered public accounting firm’s qualifications, independence and performance;~~
•	assists the Board of Directors in its oversight of (i) the integrity of FedEx’s financial statements; (ii) the effectiveness of FedEx’s disclosure controls and procedures and internal control over financial reporting; and (iii) the performance of the internal auditors;
•	~~preapproves all audit and allowablenon-audit~~ ~~services to be provided by FedEx’s independent registered public accounting firm;~~
•	reviews and discusses with management and the Board of Directors (i) the guidelines and policies that govern the processes by which the company assesses and manages its exposure to risk and (ii) the company’s major financial and other risk exposures and the steps management has taken to monitor and control such exposures; and
•	~~oversees FedEx’s compliance with legal and regulatory requirements and the implementation and effectiveness of FedEx’s corporate integrity and compliance programs.~~



~~Compensation Committee~~
~~Committee functions:~~		~~Committee members~~ ~~Paul S. Walsh (Chairman)~~ ~~Marvin R. Ellison~~ ~~John C. (“Chris”) Inglis~~ ~~Shirley Ann Jackson~~ ~~Susan C. Schwab~~ ~~FY17 meetings held:~~6
•	~~evaluates, together with the independent members of the Board, the performance of FedEx’s~~full Board assessment. The Chairman ~~of the Board and Chief Executive Officer and recommends his compensation for approval by the independent directors;~~
•	~~helps discharge the Board’s responsibilities relating to the compensation of executive management;~~
•	reviews and discusses with management the Compensation Discussion and Analysis and produces a report recommending whether the Compensation Discussion and Analysis should be included in the proxy statement; and
•	~~oversees the administration of FedEx’s equity compensation plans and reviews the costs and structure of key employee benefit andfringe-benefit~~ ~~plans and programs.~~



~~Information Technology Oversight Committee~~
~~Committee functions:~~		~~Committee members~~ ~~James L. Barksdale (Chairman)~~ ~~Marvin R. Ellison~~ ~~John C. (“Chris”) Inglis~~ ~~Kimberly A. Jabal~~ ~~Joshua Cooper Ramo~~ ~~Susan C. Schwab~~ ~~FY17 meetings held: 5~~
•	~~reviews major information technology (“IT”) related projects and technology architecture decisions;~~
•	~~assesses whether FedEx’s IT programs effectively support FedEx’s business objectives and strategies;~~
•	~~assists FedEx’s Board of Directors in oversight of cybersecurity risks and FedEx management’s efforts to monitor and mitigate those risks; and~~
•	~~advises FedEx’s senior IT management team and the Board of Directors onIT-related~~ ~~matters.~~



~~Nominating & Governance Committee~~
~~Committee functions:~~		~~Committee members~~ ~~David P. Steiner (Chairman)~~ ~~James L. Barksdale~~ ~~Marvin R. Ellison~~ ~~John C. (“Chris”) Inglis~~ ~~Shirley Ann Jackson~~ ~~R. Brad Martin~~ ~~FY17 meetings held:~~6
•	~~identifies individuals qualified to become Board members;~~
•	~~recommends to the Board director nominees to be proposed for election at the annual meeting of stockholders;~~
•	~~recommends to the Board directors for appointment to Board committees; and~~
•	~~assists the Board in developing and implementing effective corporate governance programs.~~


Name	Fees Earned or Paid in Cash ($) ⁽¹⁾		Option Awards ($) ⁽²⁾⁽³⁾		All Other Compensation ($)		Total ($)
J.L. Barksdale		140,000		175,172		0		315,172
J.A. Edwardson		153,000		175,172		0		328,172
M.R. Ellison		125,000		175,172		0		300,172
J.C. Inglis		125,000		175,172		0		300,172
K.A. Jabal		128,000		175,172		0		303,172
S.A. Jackson		125,000		175,172		0		300,172
G.W. Loveman⁽⁴⁾		0		0		52,389		52,389
R.B. Martin		125,000		175,172		0		300,172
J.C. Ramo		125,000		175,172		0		300,172
S.C. Schwab		125,000		175,172		0		300,172
D.P. Steiner		143,000		175,172		0		318,172
P.S. Walsh		140,000		175,172		0		315,172


~~Name~~	~~Options~~ ~~Outstanding~~
~~J.L. Barksdale~~		~~44,355~~
~~J.A. Edwardson~~		~~44,355~~
~~M.R. Ellison~~		~~11,878~~
~~J.C. Inglis~~		~~3,980~~
~~K.A. Jabal~~		~~12,607~~
~~S.A. Jackson~~		~~3,980~~
~~G.W. Loveman~~		~~29,535~~
~~R.B. Martin~~		~~24,515~~
~~J.C. Ramo~~		~~20,155~~
~~S.C. Schwab~~		~~39,955~~
~~D.P. Steiner~~		~~35,555~~
~~P.S. Walsh~~		~~39,955~~

							MARVIN R. ELLISON INDEPENDENT
Age: 58 Director Since: 2014 Committees: Audit and Finance Governance, Safety, and Public Policy Other Public Company Directorships: Lowe’s Companies, Inc.		~~2017 Proxy Statement~~			15


Name	Current Annual Base Salary ($)		New Annual Base Salary ($)
F.W. Smith		1,324,548		1,351,044
A.B. Graf, Jr.		957,768		986,496
D.J. Bronczek		1,100,016		1,133,016
R.B. Carter		809,424		833,712
C.P. Richards⁽¹⁾		735,900		n/a
T.M. Glenn⁽²⁾		n/a		n/a

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

No fee ~~required.~~required

Fee paid previously with preliminary materials

Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and ~~0-11.~~0-11