Current Report Filing (8-k)
06 Março 2023 - 6:48PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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): March 6, 2023
FedEx Corporation
(Exact name of registrant as specified in its charter)
Commission File Number 1-15829
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Delaware |
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62-1721435 |
(State or other jurisdiction of incorporation) |
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(IRS Employer Identification No.) |
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942 South Shady Grove Road, Memphis, Tennessee |
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38120 |
(Address of principal executive offices) |
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(ZIP Code) |
Registrant’s telephone number, including area code: (901) 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:
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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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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock, par value $0.10 per share |
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FDX |
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New York Stock Exchange |
0.450% Notes due 2025 |
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FDX 25A |
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New York Stock Exchange |
1.625% Notes due 2027 |
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FDX 27 |
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New York Stock Exchange |
0.450% Notes due 2029 |
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FDX 29A |
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New York Stock Exchange |
1.300% Notes due 2031 |
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FDX 31 |
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New York Stock Exchange |
0.950% Notes due 2033 |
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FDX 33 |
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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 ☐
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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 6, 2023, as part of its periodic review of corporate governance matters, the Board of Directors of FedEx Corporation (“FedEx” or the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The Bylaws were amended to:
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Modify the provisions relating to the availability of lists of stockholders entitled to vote at stockholder meetings and adjournment procedures for stockholder meetings to reflect recent amendments to the Delaware General Corporation Law (Article II, Sections 4 and 7); |
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Update the disclosure, notification, and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (Article II, Sections 5, 13, and 15); |
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Require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white (Article II, Section 9); |
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Specify that the chief executive officer is a required officer of the Company; |
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Provide the chief executive officer the authority to appoint and remove assistant secretaries and assistant treasurers and fill vacancies for such offices (Article V, Sections 1, 2, and 3); and |
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Make several ministerial and clarifying changes (Article II, Sections 1, 2, 6, 7, 8, 13, and 15; Article III, Sections 1 and 11; Article IV, Section 1; Article V, Section 1; and Article VII, Sections 2 and 8). |
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Bylaws as adopted and effective as of March 6, 2023. The Bylaws as adopted and effective as of March 6, 2023, and a copy marked to show changes from the prior Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. |
Financial Statements and 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.
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FedEx Corporation |
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Date: March 6, 2023 |
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By: |
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/s/ Mark R. Allen |
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Name: |
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Mark R. Allen |
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Title: |
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Executive Vice President, General Counsel and Secretary |
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