FedEx Reports 2026 Annual Stockholder Meeting Results and Director Compensation Adjustments

Executive Summary

On September 28, 2026, FedEx Corporation held its 2026 Annual Meeting of Stockholders. All eleven management director nominees were successfully elected, executive compensation was approved on an advisory basis, and the appointment of Ernst & Young LLP was ratified for the transition period ending December 31, 2026. All three shareholder proposals were rejected. Concurrently, FedEx disclosed an update to outside director compensation, raising the annual equity grant from $195,000 to $215,000.

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Detailed Voting Results (Item 5.07)

1. Election of Directors

All eleven director nominees were elected to hold office until the annual meeting scheduled for April 26, 2027:

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Mark A. Edmunds	184,768,952	1,374,502	177,476	20,515,766
Marvin R. Ellison	177,814,715	8,343,394	162,821	20,515,766
Susan Patricia Griffith	173,753,745	12,397,973	169,212	20,515,766
R. Brad Martin	180,574,798	5,570,074	176,058	20,515,766
Nancy A. Norton	185,919,066	221,798	180,066	20,515,766
Frederick P. Perpall	182,391,435	3,619,673	309,822	20,515,766
Joshua Cooper Ramo	179,223,977	6,922,425	174,528	20,515,766
Susan C. Schwab	178,192,942	7,958,067	169,921	20,515,766
Richard W. Smith	176,025,528	10,127,974	167,428	20,515,766
Rajesh Subramaniam	184,726,526	1,417,606	176,798	20,515,766
Paul S. Walsh	173,605,133	12,552,036	163,761	20,515,766

2. Advisory Vote on Executive Compensation (Say-on-Pay)

• For: 168,894,051 (90.6% of voted shares)
• Against: 16,659,998 (8.9% of voted shares)
• Abstentions: 766,881 (0.4% of voted shares)
• Broker Non-Votes: 20,515,766
• Outcome: Approved.

3. Ratification of Independent Registered Public Accounting Firm

• Auditor: Ernst & Young LLP (transition period June 1, 2026 – December 31, 2026)
• For: 195,099,819 (94.3% of voted shares)
• Against: 11,573,499 (5.6% of voted shares)
• Abstentions: 163,378 (0.1% of voted shares)
• Outcome: Ratified.

4. Shareholder Proposals (All Defeated)

• Proposal 4 (Independent Board Chair): 72,957,240 For (39.2%) vs. 112,362,887 Against (60.3%). Defeated.
• Proposal 5 (Lower Special Meeting Threshold): 27,824,490 For (14.9%) vs. 157,791,908 Against (84.7%). Defeated.
• Proposal 6 (Report on Risks of Distributing Abortion Drugs): 2,067,079 For (1.1%) vs. 179,575,057 Against (96.4%). Defeated.

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Outside Director Compensation Update (Item 8.01 & Exhibit 99.1)

The Board and the Compensation and Human Resources Committee concluded their annual review of non-management director compensation:

• Annual Base Retainer: Maintained at $140,000 (payable in cash, common stock, or 50/50 split).
• Annual Equity Award (RSUs): Increased by $20,000 from $195,000 to $215,000.
• Additional Role Retainers:
  • Lead Independent Director: $50,000
  • Chair, Audit and Finance Committee: $30,000
  • Chair, Compensation and Human Resources Committee: $25,000
  • Chair, Cyber and Technology Oversight Committee: $25,000
  • Chair, Governance, Safety and Public Policy Committee: $25,000
• Transition Period Adjustments: Because FedEx is transitioning its fiscal year (transition period June 1, 2026 to December 31, 2026), these retainers and grants are being prorated accordingly.