Current Report Filing (8-k)
November 02 2015 - 12:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 2, 2015
FedEx Corporation
(Exact name of registrant as specified in its charter)
Commission
file number 1-15829
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Delaware |
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62-1721435 |
(State or other jurisdiction
of incorporation) |
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(I.R.S. Employer
Identification No.) |
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942 South Shady Grove Road, Memphis, Tennessee |
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38120 |
(Address of principal executive offices) |
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(ZIP Code) |
Registrants telephone number, including area code: (901) 818-7500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. |
(d) Election of New Director: On November 2, 2015, the Board of Directors of FedEx Corporation elected John C. (Chris) Inglis as a
director, effective immediately. The Board also appointed Mr. Inglis as a member of its Information Technology Oversight and Nominating & Governance Committees. A copy of FedExs press release announcing Mr. Ingliss
election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Mr. Inglis was elected for a term expiring at the annual
meeting of stockholders in September 2016, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Inglis, the size of the Board of Directors is now 13 members.
The Board of Directors has determined that Mr. Inglis is independent and meets the applicable independence requirements of the New York Stock Exchange
and the Boards more stringent standards for determining director independence. There have been no transactions since the beginning of FedExs last fiscal year, and there are no currently proposed transactions, in which FedEx was or is to
be a participant and in which Mr. Inglis or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.
The selection of Mr. Inglis was not pursuant to any arrangement or understanding between him and any other person.
Mr. Inglis will be compensated in accordance with the previously disclosed compensation program for FedExs non-management (outside) directors.
Accordingly, he received a stock option for 3,015 shares of FedEx common stock and a prorated annual retainer payment upon his election to the Board.
SECTION. 9 FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit Number |
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Description |
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99.1 |
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Press Release of FedEx Corporation dated November 2, 2015. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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FedEx Corporation |
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Date: November 2, 2015 |
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By: |
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/s/ Christine P. Richards |
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Christine P. Richards |
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Executive Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
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Press Release of FedEx Corporation dated November 2, 2015. |
E-1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Chris Inglis Joins
FedEx Corporation Board of Directors
FedEx Corporation Board Declares Quarterly Dividend
MEMPHIS, Tenn., November 2, 2015 The Board of Directors of FedEx Corporation (NYSE: FDX) today elected John C. (Chris) Inglis as a
director. The Board also appointed Mr. Inglis as a member of its Information Technology Oversight and Nominating & Governance Committees.
We are extremely pleased that Chris has joined our Board of Directors. His cybersecurity and information technology expertise and significant leadership
experience will be very valuable to FedEx and the Board, said Frederick W. Smith, chairman, president and chief executive officer of FedEx Corp.
Mr. Inglis is currently the Robert and Mary M. Looker Distinguished Visiting Professor of Cyber Studies at the U.S. Naval Academy. He retired in
2014 as the Deputy Director and senior civilian leader of the National Security Agency. In this role, he acted as the NSAs chief operating officer and was responsible for guiding and directing strategies, operations and policy. He began his
28-year career at the NSA as a computer scientist within the National Computer Security Center. Prior to joining the NSA, Mr. Inglis had nine years of active duty service as an officer and pilot in the U.S. Air Force. He also served for
twenty-one years with the Air National Guard, retiring as a Brigadier General.
Mr. Inglis is a 1976 graduate of the U.S. Air Force Academy and holds
advanced degrees in engineering and computer science from Columbia University, Johns Hopkins University and The George Washington University.
Dividend Declaration
Additionally, the Board of
Directors today declared a quarterly cash dividend of $0.25 per share on FedEx Corporation common stock. The dividend is payable January 4, 2016 to stockholders of record at the close of business on December 14, 2015.
Earnings Call Changes
Beginning with its second
quarter fiscal 2016 earnings release, FedEx will begin releasing earnings after market close. Also, FedExs second and third quarter fiscal 2016 earnings calls scheduled for December 16, 2015 and March 16, 2016 have been moved from
8:30 am eastern time to 5:00 pm eastern time. FedExs fourth quarter fiscal 2016 earnings call previously scheduled for June 15, 2016 at 8:30 am eastern time has been rescheduled to June 21, 2016 at 5:00 pm eastern time.
Corporate Overview
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual
revenues of $48 billion, the company offers integrated business applications through operating companies competing collectively and managed collaboratively, under the respected FedEx brand. Consistently ranked among the worlds most admired and
trusted employers, FedEx inspires its more than 325,000 team members to remain absolutely, positively focused on safety, the highest ethical and professional standards and the needs of their customers and communities. For more
information, visit news.fedex.com.
Media Contact: Jess Bunn 901-818-7463
Investor Contact: Mickey Foster 901-818-7468
Home Page:
fedex.com
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