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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): November 9, 2026

  

FedEx Corporation

(Exact name of registrant as specified in its charter)

  

Commission File Number 1-15829

 

Delaware
(State or other jurisdiction of
incorporation)
 

62-1721435

(IRS Employer
Identification No.)

 

942 South Shady Grove Road,   Memphis, Tennessee
(Address of principal executive offices)

  38120
(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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:

 

Title of each class   Trading
Symbol
  Name of each exchange
on which registered
Common Stock, par value $0.10 per share   FDX   New York Stock Exchange
1.625% Notes due 2027   FDX 27   New York Stock Exchange
0.450% Notes due 2029   FDX 29A   New York Stock Exchange
0.450% Notes due 2029   FDX 29B   New York Stock Exchange
4.000% Notes due 2030   FDX 30A   New York Stock Exchange
1.300% Notes due 2031   FDX 31B   New York Stock Exchange
3.500% Notes due 2032   FDX 32   New York Stock Exchange
0.950% Notes due 2033   FDX 33   New York Stock Exchange
0.950% Notes due 2033   FDX 33A   New York Stock Exchange
4.625% Notes due 2034   FDX 34A   New York Stock Exchange
4.125% Notes due 2037   FDX 37   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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Election of New Director

 

On November 9, 2026, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx”) elected Katherine M. Boyle as a director, effective immediately. The Board also appointed Ms. Boyle as a member of its Governance, Safety, and Public Policy Committee and its Cyber and Technology Oversight Committee. A copy of FedEx’s press release announcing Ms. Boyle’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Ms. Boyle was elected for a term expiring at the FedEx annual meeting of stockholders in 2027, at which time her continued Board service will be subject to renomination and stockholder approval. With the election of Ms. Boyle, the size of the Board is now 12 members.

 

The Board has determined that Ms. Boyle is independent and meets the applicable independence requirements of the New York Stock Exchange and the Board’s more stringent standards for determining director independence. There have been no transactions since the beginning of FedEx’s last fiscal year, and there are no currently proposed transactions, in which FedEx was or is to be a participant and in which Ms. Boyle or any member of her immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

 

The selection of Ms. Boyle was not pursuant to any arrangement or understanding between her and any other person.

 

Ms. Boyle will be compensated in accordance with the previously disclosed compensation program for FedEx’s non-management (outside) directors. Accordingly, she will receive restricted stock units having a prorated target value of $98,900 and a prorated annual retainer payment of $64,400 upon her election to the Board.

 

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description
   
99.1   Press Release of FedEx Corporation dated November 9, 2026.
   
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

 

 

 

 

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.

 

  FedEx Corporation
   
Date: November 9, 2026 By: /s/ Gina F. Adams
  Name:  Gina F. Adams
  Title:  Executive Vice President, General Counsel and Secretary