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 July 17, 2023

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number  i 1-15829

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

On July 17, 2023, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx” or “the Company”), appointed John W. Dietrich as Executive Vice President and Chief Financial Officer–Elect of FedEx effective July 17, 2023, and Executive Vice President and Chief Financial Officer of FedEx effective August 1, 2023. Mr. Dietrich, 58, served as President and Chief Executive Officer and as a director of Atlas Air Worldwide Holdings, Inc. (“Atlas”), a global provider of outsourced aircraft and aviation operating services, from January 1, 2020 to June 15, 2023. He served as President and Chief Operating Officer of Atlas from July 2019 to January 2020 and as Executive Vice President and Chief Operating Officer from September 2006 to July 2019. During the period of March 2003 to September 2006, Mr. Dietrich held a number of senior executive positions with Atlas, including Senior Vice President, General Counsel and Chief Human Resources Officer, Corporate Secretary, and head of the Information Technology and Corporate Communications functions. Mr. Dietrich serves as a director of AAR Corp., a provider of aviation services to commercial and government operators.

There are no transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr. Dietrich or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Dietrich and any of the Company’s directors or executive officers. The appointment of Mr. Dietrich was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of FedEx acting in his or her official capacity.

In connection with his appointment, Mr. Dietrich will receive a signing bonus of $200,000, payable in two installments (July 2023 and July 2024). His annual base salary will be $919,000. He will participate in FedEx’s fiscal 2024 annual incentive compensation (“AIC”) plan, with a target payout opportunity equal to 120% of his base salary paid during fiscal 2024. He also will participate in FedEx’s FY22–FY24, FY23–FY25, and FY24–FY26 long-term incentive plans (“LTI Plans”). The following table sets forth Mr. Dietrich’s potential threshold, target, and maximum payouts under the LTI Plans:

Mr. Dietrich will receive a restricted stock award having a grant date fair value equal to $1,600,000 (including the related tax payment) and a stock option award having a Black-Scholes grant date fair value equal to $1,500,000. The restricted stock and stock options will vest ratably over four years. The Company also will enter into a management retention agreement (“MRA”) with Mr. Dietrich in the same form as the MRAs with the Company’s other executive officers. He also will participate in all employee benefit programs and receive the same perquisites provided to the Company’s other executive officers at his level. Additional details regarding the Company’s AIC plans, LTI plans, and other elements of executive compensation are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on August 8, 2022, and in the Company’s Definitive Proxy Statement on Schedule 14A for its 2023 annual meeting of stockholders, which will be held on September 21, 2023, to be filed with the SEC.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

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.