Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) FedEx's annual meeting of stockholders was held on
(b) The stockholders took the following actions at the annual meeting:
Proposal 1: The stockholders elected twelve directors, each of whom will hold office until the annual meeting of stockholders to be held in 2021 and until his or her successor is duly elected and qualified. Each director received more votes cast "for" than votes cast "against" his or her election. The tabulation of votes with respect to each nominee for director was as follows:
Votes Votes Broker Nominee For Against Abstentions Non-Votes Frederick W. Smith 197,454,449 5,498,433 938,717 27,334,917 Marvin R. Ellison 201,521,613 2,147,324 222,662 27,334,917 Susan Patricia Griffith 200,995,302 2,687,890 208,407 27,334,917 John C. ("Chris") Inglis 203,015,137 651,611 224,851 27,334,917 Kimberly A. Jabal 201,755,171 1,928,116 208,312 27,334,917 Shirley Ann Jackson 196,637,088 7,043,881 210,630 27,334,917 R. Brad Martin 201,530,450 2,143,551 217,598 27,334,917 Joshua Cooper Ramo 201,733,455 1,935,224 222,920 27,334,917 Susan C. Schwab 196,933,142 6,749,151 209,306 27,334,917 David P. Steiner 200,449,725 3,220,146 221,728 27,334,917 Rajesh Subramaniam 200,372,182 3,320,161 199,256 27,334,917 Paul S. Walsh 189,539,979 14,117,588 234,032 27,334,917
Proposal 2: The compensation of FedEx's named executive officers was approved, on an advisory basis, by stockholders. The tabulation of votes on this matter was as follows:
• 186,759,910 votes for (91.6% of the voted shares) • 16,475,757 votes against (8.1% of the voted shares) • 655,932 abstentions (0.3% of the voted shares) • 27,334,917 broker non-votes
Proposal 3: The Audit Committee's designation of
• 227,582,154 votes for (98.4% of the voted shares) • 3,413,097 votes against (1.5% of the voted shares) • 231,265 abstentions (0.1% of the voted shares) • There were no broker non-votes for this item. 1
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Proposal 4: A stockholder proposal requesting that FedEx provide a report, updated annually, disclosing information about the corporation's lobbying activities and expenditures was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 58,529,766 votes for (28.7% of the voted shares) • 144,545,183 votes against (70.9% of the voted shares) • 816,650 abstentions (0.4% of the voted shares) • 27,334,917 broker non-votes
Proposal 5: A stockholder proposal requesting that FedEx provide a report, updated semiannually, disclosing information about the corporation's political contributions was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 56,811,748 votes for (27.9% of the voted shares) • 146,279,194 votes against (71.7% of the voted shares) • 800,657 abstentions (0.4% of the voted shares) • 27,334,917 broker non-votes
Proposal 6: A stockholder proposal requesting that the Board of Directors provide a report assessing opportunities for FedEx to encourage or facilitate non-management employee representation on the Board was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 7,619,228 votes for (3.7% of the voted shares) • 195,019,764 votes against (95.6% of the voted shares) • 1,252,607 abstentions (0.6% of the voted shares) • 27,334,917 broker non-votes
Proposal 7: A stockholder proposal requesting that the Board of Directors undertake such steps as may be necessary to permit FedEx stockholders to take action by written consent in lieu of a meeting was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 81,330,992 votes for (39.9% of the voted shares) • 121,717,596 votes against (59.7% of the voted shares) • 843,011 abstentions (0.4% of the voted shares) • 27,334,917 broker non-votes 2
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Proposal 8: A stockholder proposal requesting that the Board of Directors provide a report describing the Board's plans to integrate ESG metrics into the performance measures of named executive officers under FedEx's executive compensation plans was not approved by stockholders. The tabulation of votes on this matter was as follows:
• 19,312,822 votes for (9.5% of the voted shares) • 181,335,688 votes against (88.9% of the voted shares) • 3,243,089 abstentions (1.6% of the voted shares) • 27,334,917 broker non-votes
Item 8.01. Other Events.
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Compensation Arrangements with Outside Directors. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). 3
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