SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of New Director:On January 28, 2019, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) elected David J. Bronczek, President and Chief Operating Officer of the Company, as a director, effective immediately. The Board does not expect to appoint Mr. Bronczek as a member of any of its committees. A copy of FedEx’s press release announcing Mr. Bronczek’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Mr. Bronczek was elected for a term expiring at the annual meeting of stockholders in September 2019, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Bronczek, the size of the Board of Directors is now 13 members.
Certain transactions since the beginning of FedEx’s last fiscal year in which FedEx was a participant and in which Mr. Bronczek and certain members of his immediate family have an interest that are required to be reported under Item 404(a) ofRegulation S-K are described under “Related Person Transactions” in FedEx’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 13, 2018.
The selection of Mr. Bronczek was not pursuant to any arrangement or understanding between him and any other person. Mr. Bronczek will receive no additional compensation for serving as a director.
Exclusion of Certain Items for AIC and LTI Plans:On January 28, 2019, the Company’s Board, upon the recommendation of its Compensation Committee, approved the exclusion of certain additional items from fiscal 2019 earnings for purposes of FedEx’s fiscal 2019 annual incentive compensation plan (the “2019 AIC Plan”) and FedEx’s FY2017–FY2019, FY2018–FY2020 and FY2019–FY2021 long-term incentive plans (collectively, the “Active LTI Plans”). The Board approved the following additional exclusions from the 2019 AIC Plan and Active LTI Plans, as applicable: (i) costs related to FedEx Ground’s settlement of pending lawsuits with the City and State of New York arising from FedEx Ground’s alleged shipments of cigarettes to New York residents; (ii) costs incurred in connection with the Company’s previously announced U.S.-based voluntary employee buyout program; (iii) the reversal of certain charges accrued in connection with U.S. Customs and Border Protection matters involving FedEx Logistics (formerly FedEx Trade Networks) that have been fully resolved; and (iv) the revision of the provisional benefit associated with the remeasurement of the Company’s net U.S. deferred tax liability following the passage of the Tax Cuts and Jobs Act. As previously disclosed, the Board has also approved the exclusion of themark-to-market retirement plans accounting adjustments and TNT Express integration and restructuring costs from fiscal 2019 earnings for purposes of the 2019 AIC Plan and the Active LTI Plans, as applicable. By excluding these items, payouts, if any, under these plans will more accurately reflect FedEx’s core financial performance in fiscal 2019.
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