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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/20/23 FedEx Corp. 8-K:5,9 6/16/23 12:273K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 38K 2: EX-10.1 Material Contract HTML 45K 7: R1 Document and Entity Information HTML 61K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- d524985d8k_htm XML 29K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 9K 4: EX-101.DEF XBRL Definitions -- fdx-20230616_def XML 45K 5: EX-101.LAB XBRL Labels -- fdx-20230616_lab XML 75K 6: EX-101.PRE XBRL Presentations -- fdx-20230616_pre XML 47K 3: EX-101.SCH XBRL Schema -- fdx-20230616 XSD 19K 11: JSON XBRL Instance as JSON Data -- MetaLinks 15± 24K 12: ZIP XBRL Zipped Folder -- 0001193125-23-170172-xbrl Zip 32K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i June 16, 2023
FedEx Corporation
(Exact name of registrant as specified in its charter)
Commission File Number i 1-15829
| i Delaware | i 62-1721435 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
| i 942 South Shady Grove Road, i Memphis, i Tennessee | i 38120 | |
| (Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: i (901) i 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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
| i Common Stock, par value $0.10 per share | i FDX | i New York Stock Exchange | ||
| i 0.450% Notes due 2025 | i FDX 25A | i New York Stock Exchange | ||
| i 1.625% Notes due 2027 | i FDX 27 | i New York Stock Exchange | ||
| i 0.450% Notes due 2029 | i FDX 29A | i New York Stock Exchange | ||
| i 1.300% Notes due 2031 | i FDX 31 | i New York Stock Exchange | ||
| i 0.950% Notes due 2033 | i FDX 33 | i New York Stock Exchange |
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 i ☐
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. |
Michael C. Lenz will retire from his position as Executive Vice President and Chief Financial Officer of FedEx Corporation (“FedEx” or “the Company”), effective July 31, 2023. Beginning August 1, 2023, Mr. Lenz will serve as a Senior Advisor reporting to FedEx’s President and Chief Executive Officer until his retirement as an employee of the Company on December 31, 2023. Mr. Lenz’s retirement is not the result of any disagreement with the Company with respect to any matter relating to the Company’s financial controls, financial statements, operations, policies, or practices.
On June 19, 2023, Mr. Lenz and the Company entered into a separation and release agreement (the “Agreement”). The material terms of the Agreement are summarized below:
Separation Date. Mr. Lenz will retire from his position as Executive Vice President and Chief Financial Officer effective July 31, 2023. Beginning August 1, 2023, he will serve as a Senior Advisor reporting to FedEx’s President and Chief Executive Officer until his retirement as an employee on December 31, 2023 (the “separation date”).
Non-Compete Agreement. Mr. Lenz has agreed that for two years following the separation date, he will not engage as a principal, employee, agent, consultant, or independent contractor for, or act in any other capacity with, United Parcel Service, Inc., DHL, the U.S. Postal Service, or Amazon.com, Inc.
Payments and Benefits. Following the separation date, on or before January 31, 2024, Mr. Lenz will receive a cash payment of $1,379,480. In addition, FedEx has agreed to reimburse Mr. Lenz for the costs of preparing and filing his 2023 income tax returns in accordance with FedEx’s generally applicable policies for reimbursing officers for such costs, provided that Mr. Lenz submits such request for reimbursement in writing no later than May 31, 2024.
Release of Claims. The Agreement contains a general release of claims that Mr. Lenz may have against FedEx and its subsidiaries and affiliated companies, and their respective affiliates and related parties.
The Agreement is attached as Exhibit 99.1 and incorporated herein by reference.
Mr. Lenz will continue to receive his current base salary through the separation date. He is eligible to receive prorated payouts, if any, under FedEx’s fiscal 2024 annual incentive compensation plan (the “2024 AIC Plan”) and FedEx’s FY22–FY24, FY23–FY25, and FY24–FY26 long-term incentive plans (collectively, the “Active LTI Plans”) based on his current position as Executive Vice President and Chief Financial Officer and the portion of fiscal 2024 (with respect to the 2024 AIC Plan) and the portion of the applicable three-fiscal-year period (with respect to the Active LTI Plans) during which he was employed, in accordance with the terms of those plans. The vesting and exercise rights of his stock options and restricted stock will be governed by the terms of FedEx’s 2010 and 2019 Omnibus Stock Incentive Plans (“Stock Plans”). Additional details regarding the Company’s AIC plans, LTI plans, and Stock Plans are included in FedEx’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 8, 2022.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | Separation and Release Agreement by and between FedEx Corporation and Michael C. Lenz. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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: June 20, 2023 | By: | /s/ Mark R. Allen | ||||||
| Name: | Mark R. Allen | |||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/31/24 | ||||
| 1/31/24 | ||||
| 12/31/23 | ||||
| 8/1/23 | ||||
| 7/31/23 | ||||
| Filed on: | 6/20/23 | 8-K | ||
| 6/19/23 | ||||
| For Period end: | 6/16/23 | 3 | ||
| 8/8/22 | 3, DEF 14A, DEFA14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/20/23 FedEx Corp. 10-Q 8/31/23 65:9.8M Donnelley … Solutions/FA 7/19/23 FedEx Corp. S-3ASR 7/19/23 9:1.1M Toppan Merrill/FA 7/17/23 FedEx Corp. 10-K 5/31/23 120:33M Donnelley … Solutions/FA |