Current Report Filing (8-k)
March 15 2017 - 04:28PM
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): March 13, 2017
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
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(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
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(Address of principal executive offices)
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(ZIP Code)
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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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On March 13, 2017, the
Board of Directors of FedEx Corporation (FedEx or the Company) approved amendments to the Companys Amended and Restated Bylaws (the Bylaws), effective immediately. The Bylaws were amended to:
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Expressly provide that (i) the Company has the authority to postpone, reschedule or cancel any annual or special meeting of stockholders other than a special meeting called pursuant to a stockholder special meeting
request (Article II, Sections 2 and 5) and (ii) the chairman of any stockholders meeting has the authority to adjourn the meeting (Article II, Section 7);
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Expressly provide that the written notice requirement for any meeting of stockholders may be modified by Delaware law or the Companys certificate of incorporation or Bylaws (Article II, Sections 3 and 6);
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Expressly provide that the Board of Directors, in addition to the chairman of the meeting, may adopt rules for the conduct of a stockholders meeting and specifying certain rules and procedures that may apply to a
stockholders meeting (Article II, Section 10);
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Update the wording of the applicable Bylaw provision with pertinent language included in the Companys certificate of incorporation (Article III, Section 9) and corporate governance guidelines (Article III,
Section 13);
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Reflect recent changes to Delaware law (Article VII, Section 2); and
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Make several ministerial and clarifying changes (Article II, Sections 5, 12 and 14; Article III, Section 6; Article VI, Section 4; and Article VII, Section 4).
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The foregoing summary is qualified in its entirety by reference to the text of the Bylaws as adopted and effective as of March 13, 2017. The Bylaws as
adopted and effective as of March 13, 2017, and a copy marked to show changes from the prior Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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3.1
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Amended and Restated Bylaws of FedEx Corporation.
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3.2
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Amended and Restated Bylaws of FedEx Corporation, marked to show amendments effective as of March 13, 2017.
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2
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: March 15, 2017
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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
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Secretary
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3
EXHIBIT INDEX
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Exhibit
Number
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Description
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3.1
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Amended and Restated Bylaws of FedEx Corporation.
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3.2
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Amended and Restated Bylaws of FedEx Corporation, marked to show amendments effective as of March 13, 2017.
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