Sector: Industrials
FEDEX CORP · Meeting: September 28, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Edmunds joined the board in 2026 and is exempt from the TSR trigger under the 24-month new-director rule; he brings strong financial expertise as a CPA and former Deloitte Vice Chairman with audit committee experience.
FedEx's 3-year total return of 64.5% is strong positive (>20%), and the gap versus the ^GSPC — S&P 500 benchmark is only -12.7 percentage points, well below the 80-point threshold required to trigger a No vote; Ellison has served since 2014 with relevant retail and logistics expertise.
TSR underperformance trigger does not fire given the -12.7pp gap versus ^GSPC — S&P 500 falls far short of the 80pp threshold; Griffith serves as Lead Independent Director and brings CEO-level leadership experience from Progressive Corporation.
TSR trigger does not apply given the -12.7pp gap versus ^GSPC — S&P 500 is well below the 80pp threshold; Martin is a non-independent Executive Chairman and holds only one outside public directorship (FedEx Freight), within overboarding limits.
TSR trigger does not fire; Norton joined in 2022 and brings relevant cybersecurity and government expertise, and holds one outside directorship (Leidos), within limits.
TSR trigger does not fire given the narrow gap versus ^GSPC — S&P 500; Perpall has served since 2021 with risk management and financial oversight experience and holds one outside directorship.
TSR trigger does not apply; Ramo has served since 2011 and holds no other public company board seats, with relevant international and strategic advisory expertise.
TSR trigger does not fire; Schwab has served since 2009 and holds two outside directorships (Caterpillar and Marriott), within the policy's four-board limit, with relevant government and international trade expertise.
Smith joined the board in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; he brings deep operational expertise as COO-International and CEO-Airline of Federal Express.
As a sitting CEO of FedEx, Subramaniam holds one outside public board seat (Procter & Gamble), within the one-outside-board limit for sitting CEOs; the TSR trigger does not fire given the -12.7pp gap versus ^GSPC — S&P 500 is far below the 80pp threshold.
TSR trigger does not fire; Walsh has served since 1996 and holds two outside directorships (McDonald's and UPL Ltd.), within the four-board limit, with extensive international and financial leadership experience.
All eleven director nominees receive a FOR vote. FedEx's 3-year total return of 64.5% is strongly positive, and the gap versus the ^GSPC — S&P 500 benchmark of -12.7 percentage points falls well below the 80-point threshold required to trigger an against vote. No overboarding concerns were identified, all sitting CEOs hold only one outside public board seat, all directors attended at least 75% of meetings, and audit committee members have demonstrated financial expertise.
CEO
Rajesh Subramaniam
Total Comp
$12,873,691
Prior Support
63%%
FedEx received only 63% shareholder support on last year's Say on Pay vote, which ordinarily triggers a No vote under policy if no visible changes were made — however, the company conducted extensive outreach with shareholders representing 38% of outstanding shares and made meaningful structural changes in response, including adopting a formal Executive Severance Plan, eliminating discretionary retention awards, discontinuing the practice of paying taxes on restricted stock awards, and adding multiple financial metrics to the annual bonus plan. CEO total compensation of approximately $12.9 million appears reasonable for a large-cap industrial company of FedEx's scale, and the company's pay structure is predominantly variable and performance-linked, including long-term incentives tied to earnings per share, return on invested capital, and relative total shareholder return over a three-year period. Given the substantive and documented response to the prior-year shareholder vote, the policy requirement for visible change has been satisfied, and a FOR vote is appropriate.
Auditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
$32,860,000
Non-Audit Fees
$13,435,000
Non-audit fees (audit-related fees of $9,048,000 plus tax fees of $4,128,000 plus other fees of $259,000 = $13,435,000) represent approximately 41% of audit fees ($32,860,000), which is below the 50% threshold that would trigger a No vote. Ernst & Young's tenure of 24 years is below the 25-year threshold, and EY is a Big 4 firm appropriate for FedEx's scale and complexity.
1 proposal submitted by shareholders
Proposal 4
The Accountability Board Inc. is a credible governance-focused filer with no apparent ideological bias, and this proposal addresses a straightforward structural governance question — whether the board chair should be independent — rather than a political or social objective. Near-majority support of approximately 43% at last year's annual meeting is a strong signal of genuine shareholder concern, and under policy this level of support creates a lean-FOR presumption unless the company has meaningfully addressed the issue. The company's response — electing an independent director as chair in June 2025, then converting that same director to Executive Chairman just two months later, and now pointing to a Lead Independent Director structure and a commitment to 'annual review' as sufficient remediation — does not constitute a substantive response to the core concern shareholders raised. Requiring that the board chair be an independent director is a mainstream governance standard adopted by 42% of S&P 500 companies, and the proposal's flexibility provisions (allowing a waiver if no independent director is available) are reasonable; accordingly, a FOR vote is warranted.
FedEx's 2026 annual meeting ballot presents a largely clean slate: all eleven director nominees receive FOR votes as TSR performance versus the ^GSPC — S&P 500 does not breach the applicable trigger threshold, no overboarding issues exist, and the auditor fee ratio is comfortably within limits. The primary area of concern is the stockholder proposal on independent board chair, which earns a FOR vote given near-majority prior-year support and an inadequate company response, and the Say on Pay vote earns a FOR despite the prior year's low 63% support because the company made substantive, documented changes to its compensation program in direct response to shareholder feedback.
1 companies disclosed in 2026 proxy filing
