UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 27, 2020, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) elected Rajesh Subramaniam, President and Chief Operating Officer of the Company, as a director, effective immediately. The Board does not expect to appoint Mr. Subramaniam as a member of any of its committees. A copy of FedEx’s press release announcing Mr. Subramaniam’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Mr. Subramaniam was elected for a term expiring at the annual meeting of stockholders to be held in September 2020, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Subramaniam, 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. Subramaniam and certain members of his immediate family have an interest that are required to be reported under Item 404(a) of Regulation 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 12, 2019.
The selection of Mr. Subramaniam was not pursuant to any arrangement or understanding between him and any other person. Mr. Subramaniam will receive no additional compensation for serving as a director.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||
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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.
| FedEx Corporation | ||||||
| Date: January 27, 2020 |
By: |
/s/ Mark R. Allen | ||||
| Mark R. Allen | ||||||
| Executive Vice President, | ||||||
| General Counsel and Secretary | ||||||
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EXHIBIT INDEX
| Exhibit |
Description | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||
E-1