EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by FedEx Corporation (“FedEx” or the “Company”) on March 28, 2022 (the “Original Filing”). The Original Filing announced that on March 25, 2022, Frederick W. Smith, Chairman of the Board and Chief Executive Officer of FedEx, had informed the Company’s Board of Directors (the “Board”) that he would step down from his position as Chief Executive Officer effective May 31, 2022, and that effective June 1, 2022, the Board appointed Mr. Smith to serve as Executive Chairman and Chairman of the Board. Rajesh Subramaniam, who previously served as President and Chief Operating Officer of FedEx, was appointed President and Chief Executive Officer of FedEx effective June 1, 2022. The sole purpose of this Amendment is to provide additional information regarding the compensation of Mr. Smith and Mr. Subramaniam in their new roles, as approved by the independent members of the Board on June 13, 2022, based upon the recommendation of the Board’s Compensation and Human Resources Committee.
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. |
On March 25, 2022, FedEx announced that Frederick W. Smith, Chairman of the Board and Chief Executive Officer of FedEx, would step down from his position as Chief Executive Officer effective May 31, 2022. Effective June 1, 2022, the Board appointed Mr. Smith to serve as Executive Chairman and Chairman of the Board. Rajesh Subramaniam, who previously served as President and Chief Operating Officer of FedEx, was appointed President and Chief Executive Officer of FedEx effective June 1, 2022.
In connection with Mr. Smith’s change in role, his annual base salary has been reduced to $910,000, effective June 1, 2022, and his payout opportunity under the Company’s long-term incentive plans (“LTI plans”) has been reduced. Mr. Smith will no longer participate in the Company’s annual incentive compensation plans (“AIC plans”) and he will not receive additional stock options. Mr. Smith’s payout opportunities under the FY21-FY23 and FY22-FY24 LTI plans will be prorated for fiscal 2023 and fiscal 2024 to reflect the decrease in payout opportunity as a result of Mr. Smith’s change in position. The FY23-FY25 LTI plan will be the first LTI plan fully reflecting Mr. Smith’s lower target payout opportunity in his role as Executive Chairman.
In connection with Mr. Subramaniam’s appointment as the Company’s President and Chief Executive Officer, his new annual base salary will be $1,300,000, effective June 1, 2022. Mr. Subramaniam also received a promotional bonus of $250,000, payable in two installments (June 2022 and June 2023) subject to his continued employment through the applicable payment date. Mr. Subramaniam’s target payout opportunity under the fiscal 2023 AIC plan was increased to 165% of his base salary, and his payout opportunity under the LTI plans was increased to reflect his new role. Mr. Subramaniam’s payout opportunities under the FY21-FY23 and FY22-FY24 LTI plans will be prorated for fiscal 2023 and fiscal 2024 to reflect the increase in payout opportunity as a result of his new position. The FY23-FY25 LTI plan will be the first LTI plan fully reflecting Mr. Subramaniam’s increased target payout opportunity in his role as President and Chief Executive Officer. Mr. Subramaniam also will receive restricted stock and stock option awards commensurate with his new position.
