FedEx Corporation (NYSE:FDX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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FedEx Corporation (NYSE:FDX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Exclusion of Certain Items from AIC and LTI Plans. On
June12, 2017, the Board of Directors of FedEx Corporation (the
Board), upon the recommendation of its Compensation Committee,
decided that it was in the best interests of the company and its
shareowners to exclude certain items from fiscal 2017 earnings
for purposes of FedExs fiscal 2017 annual incentive compensation
(AIC) plan and FedExs FY15FY17, FY16FY18 and FY17FY19 long-term
incentive (LTI) plans. For purposes of these plans, fiscal 2017
earnings will be adjusted to exclude: (i)TNT Express B.V. (TNT
Express) integration and restructuring costs (the Board
previously approved this adjustment for purposes of the fiscal
2017 AIC plan); (ii) fourth quarter expenses totaling
$21.5million related to the settlement of (and certain expected
losses relating to) independent contractor litigation matters
involving FedEx Ground; and (iii)fourth quarter charges totaling
$39.3million accrued in connection with pending U.S. Customs and
Border Protection matters involving FedEx Trade Networks, Inc.
The Board also approved the exclusion of TNT Express integration
and restructuring costs from fiscal 2018 and 2019 earnings for
purposes of the FY16FY18 and FY17FY19 LTI plans. By excluding
these items, payouts, if any, under these plans will more
accurately reflect FedExs core financial performance in fiscal
years 2017, 2018 and 2019, as applicable. Additionally, the Board
approved adjustments to the FY15FY17, FY16FY18 and FY17FY19 LTI
plans to exclude the impact of fiscal 2016 and 2017 stock
repurchase activity.

Payout levels for LTI Plans – President and COO. As
described in the Form 8-K dated September23, 2016, as amended,
David J. Bronczek became President and Chief Operating Officer of
FedEx Corporation on February1, 2017. On June12, 2017, the Board
approved the threshold, target and maximum payout levels included
in the table below for the FedEx Corporation President and Chief
Operating Officer. These amounts will be applicable for purposes
of the fiscal 2018 and fiscal 2019 portions of the FY16FY18 and
FY17FY19 LTI plans. Mr. Bronczeks payout opportunities under the
FY16FY18 and FY17FY19 LTI plans will be prorated based on the
applicable fiscal years during which he served as President and
Chief Operating Officer of FedEx Corporation.

Officer

PotentialFuturePayouts
Threshold Target Maximum

FedEx Corporation President and COO

$ 518,750 $ 2,075,000 $ 3,112,500

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About FedEx Corporation (NYSE:FDX)

FedEx Corporation (FedEx) provides a portfolio of transportation, e-commerce and business services through companies competing collectively, operating independently and managed collaboratively, under the FedEx brand. The Company’s segments include FedEx Express, TNT Express, FedEx Ground, FedEx Freight and FedEx Services. The FedEx Express segment offers a range of the United States domestic and international shipping services for delivery of packages and freight. TNT Express segment collects, transports and delivers documents, parcels and freight on a day-definite or time-definite basis. The FedEx Ground segment provides business and residential money-back guaranteed ground package delivery services. The FedEx Freight segment offers less-than-truckload (LTL) freight services. The FedEx Services segment provides its other companies with sales, marketing, information technology, communications, customer service and other back-office support.