Current Report Filing (8-k)
06 Março 2023 - 06:48PM
Edgar (US Regulatory)
FEDEX CORP false 0001048911 --05-31
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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 |
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(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 |
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(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))
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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
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Common Stock, par value $0.10 per share |
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FDX |
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New
York Stock Exchange |
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0.450% Notes due 2025 |
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FDX
25A |
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New
York Stock Exchange |
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1.625% Notes due 2027 |
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FDX
27 |
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New
York Stock Exchange |
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0.450% Notes due 2029 |
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FDX
29A |
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New
York Stock Exchange |
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1.300% Notes due 2031 |
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FDX
31 |
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New
York Stock Exchange |
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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.
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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).
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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.
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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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