Notice Of 2019 Annual Meeting Of Stockholders
Notice of 2019Annual Meetingof StockholdersMonday, September 23, 20198:00 a.m. local timeFedEx Express World HeadquartersAuditorium3670 Hacks Cross Road, Building GMemphis, Tennessee 38125
Our solutions connectpeople and miDubaiGuangzhouFort WorthMexico CitySingaporeAir RoutesMajor Hub LocationsAt FedEx, we believe that a connected world is a better world, and that belief guides everything we do.With networks that span billions of people across six continents, delivering is our business. It’s also our responsibilityto deliver the resources that improve the lives of those we serve.When we help businesses of all sizes access new markets, they grow and create jobs that boost standards ofliving in our communities. Investments in safer and more sustainable transportation improve our own footprint andmake our communities more livable. A more connected world sparks innovation when shared ideas, goods andtechnologies interact to transform how we live and work.We believe a connected world is a prosperous and sustainable world. And we aim to multiply opportunities.LEARN MORE ABOUT FEDEXLearn more about how we are multiplying opportunities across the world through our 2019 GlobalCitizenship Report:2019 Global Citizenship Report*http://csr.fedex.com*The information on the Global Citizenship Report web page is not incorporated by reference into, and does not form part of, this proxy statement.
Notice of Annual Meetingof StockholdersLOGISTICSITEMS OF BUSINESSVoting ProposalBoardRecommendationProposal 1Elect the twelve nominees named in the proxy statement asFedEx directors for a one-year termFOR eachdirectornomineeProposal 2FORProposal 3FORAdvisory vote to approve named executive officer compensationApprove the FedEx Corporation 2019 Omnibus Stock Incentive PlanProposal 4Ratify the appointment of Ernst & Young LLP as FedEx’s independentregistered public accounting firm for fiscal year 2020Proposals 5-6Act upon two stockholder proposals, if properly presented at the meetingDate and TimeMonday, September 23,2019, at 8:00 a.m. local timeLocationThe Auditorium, FedExExpress World Headquarters,3670 Hacks Cross Road,Building G, Memphis,Tennessee 38125Who Can VoteFORAGAINSTStockholders of recordat the close of businesson July 29, 2019, mayvote at the meeting orany postponements oradjournments of the meeting.Stockholders also will consider any other matters that may properly come before the meeting.Members of FedEx’s management team will be present at the meeting to respond toappropriate questions from stockholders.Annual Meeting AdmissionIf you plan to attend the annual meeting in person, you must register by 11:59 p.m.Eastern time on Thursday, September 19, 2019. See page 108 of the proxy statement forinformation on how to register in advance to attend the meeting.HOW TO CAST YOUR VOTEIf you are a registered stockholder,you can vote by any of thefollowing methods:OnlineIf you attend the annual meeting in person, you will need to present your admission ticket,which you will receive in advance, and a valid government-issued photo identification.www.investorvote.com/FDXthrough 9/22/2019Please Vote Your SharesBy phoneYour vote is very important. Please vote your shares whether or not you plan to attendthe meeting. We look forward to your attendance at the annual meeting either in personor by proxy.1-800-652-VOTE (8683)through 9/22/2019By order of the Board of Directors,Completing, signing andreturning your proxy cardMARK R. ALLENExecutive Vice President,General Counsel and SecretaryAugust 12, 2019IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 23, 2019:The following materials are available on the Investor Relations section of theFedEx website at http://investors.fedex.com: The Notice of Annual Meeting of Stockholders to be held September 23, 2019; The FedEx 2019 Proxy Statement; and The FedEx Annual Report to Stockholders for the fiscal year ended May 31, 2019.Proxy cardIn personWith a ticket obtained uponadvance registration and validphoto identificationIf you are a beneficial owner,please follow the instructionsprovided by your bank or broker tovote your shares. In order to voteat the meeting, you must obtaina legal proxy from your bank orbroker and bring it with you tohand in with your signed ballot.A Notice Regarding the Internet Availability of Proxy Materials or the proxy statement,form of proxy and accompanying materials are first being sent to stockholders on or aboutAugust 12, 2019.FEDEX.COM1
Proxy Statement SummaryThis summary highlights information contained elsewhere in this proxy statement. This summary does not contain allof the information that you should consider, and you should read the entire proxy statement carefully before voting.Page references are supplied to help you find additional information in this proxy statement.PROPOSAL 1Election of DirectorsYour Board of Directors recommends thatyou vote “FOR” the election of each of thetwelve nomineesSee page 8AgeDirectorsinceFREDERICK W. SMITHChairman and Chief Executive Officer ofFedEx Corporation751971JOHN A. EDWARDSON(1) IndependentFormer Chairman andChief Executive Officer of CDW Corporation702003MARVIN R. ELLISON(2) IndependentPresident and Chief Executive Officer ofLowe’s Companies, Inc.542014SUSAN PATRICIA GRIFFITH IndependentPresident and Chief Executive Officer ofThe Progressive Corporation542018JOHN C. (“CHRIS”) INGLIS(3) IndependentProfessor at the U.S. Naval Academy642015KIMBERLY A. JABAL IndependentChief Financial Officer of Unity Technologies502013MSHIRLEY ANN JACKSON(4) IndependentPresident of Rensselaer Polytechnic Institute731999MR. BRAD MARTIN(5) IndependentChairman of RBM Venture Company672011MJOSHUA COOPER RAMO IndependentVice Chairman, Co-Chief Executive Officer,Kissinger Associates, Inc.502011MSUSAN C. SCHWAB IndependentProfessor at the University ofMaryland School of Public Policy642009DAVID P. STEINER Lead Independent DirectorFormer Chief Executive Officer59of Waste Management, Inc.2009PAUL S. WALSH IndependentChairman of Compass Group PLC199664ACCCITOCNGCOther public directorshipsChubb LimitedCMMMMLowe’s Companies, Inc.MMThe Progressive CorporationCMHuntington Bancshares Inc.MMMSVB Financial GroupMInternational Business Machines Corporation,Public Service Enterprise Group Incorporated(Lead Director)MChesapeake Energy Corporation (Chairman)MStarbucks CorporationMThe Boeing Company,Caterpillar Inc.,Marriott International, Inc.CCVulcan Materials CompanyCompass Group PLC (Chairman),RM2 International S.A.,TPG Pace Holdings Corp.,McDonald’s Corporation(1) If elected, Mr. Edwardson will become a member of the CC andNGC and will no longer serve on the AC.AC: Audit Committee(2) If elected, Mr. Ellison will become a member of the AC and willno longer serve on the ITOC or NGC.ITOC: Information Technology Oversight Committee(3) If elected, Mr. Inglis will no longer serve on the CC.(4) If elected, Dr. Jackson will no longer serve on the NGC.(5) If elected, Mr. Martin will become Chairman of the AC and willno longer serve on the NGC.2COMMITTEESNominee and position2019 PROXY STATEMENTCC: Compensation CommitteeNGC: Nominating & Governance CommitteeCChairM Member
Proxy Statement Summary – Director Nominee HighlightsDIRECTOR NOMINEE HIGHLIGHTSDIVERSITY OF TENURE, AGE, GENDER AND BACKGROUNDIndependent Director Nominee Tenure*Age*10 years Average Independent Director Nominee Tenure62 years Average Age4 Newer Directors(6 years or less)2 Directors45 to 50 Years4 Medium-TenuredDirectors (7 to 10years)4 ExperiencedDirectors (morethan 10 years)Board RefreshmentIn the past 6 years:5 Directors61 to 70 Years2 Directorsover 70 YearsDiversity4 New independentdirectors have joinedour Board*3 Directors51 to 60 Years4 Independentdirectors haveretired fromour Board33% Female17% EthnicallyDiverseAs of August 12, 2019.DIRECTOR EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLSThe Board believes that it is desirable that the following experience, qualifications, attributes and skillsbe possessed by one or more of FedEx’s Board members because of their particular relevance to thecompany’s business and structure, and these were all considered by the Board in connection with thisyear’s director nomination ctorsDirectorsDirectorsCORPORATE GOVERNANCE HIGHLIGHTSYou can find detailed information about our corporate governance policies and practices in the Corporate GovernanceMatters section of this proxy statement. You can also access our corporate governance documents on theGovernance & Citizenship page of the Investor Relations section of our website at http://investors.fedex.com.CORPORATE GOVERNANCE FACTS% Proxy Access% Majority Voting for Directors% Annual Election of All Directors% Gender and EthnicallyDiverse Board% Annual Board and CommitteeSelf-EvaluationsX Separate Chairman & CEO% Strong and Experienced LeadIndependent Director% Code of Business Conduct andEthics Applicable to all Directors% Independent DirectorsMeet Regularly WithoutManagement Present% Lead Independent Director’sMandatory Service on Nominating& Governance Committee% Annual Independent DirectorEvaluation of Chairman and CEO% Stock Ownership Goal for Directorsand Executive OfficersFEDEX.COM3
Proxy Statement Summary – Proposal 2PROPOSAL 2Advisory Vote to ApproveNamed Executive OfficerCompensationYour Board of Directors recommends that youvote “FOR” this proposalSee page 34EXECUTIVE COMPENSATION DESIGNOur executive compensation program is designed not only to retain andattract highly qualified and effective executives, but also to motivate them tosubstantially contribute to FedEx’s future success for the long-term benefitof shareowners and reward them for doing so. We believe there shouldbe a strong relationship between pay and corporate performance, and ourexecutive compensation program reflects this belief.In the 2018 advisory vote,95.3% of the votedshares supported thecompensation of ournamed executive officers.ELEMENTS OF COMPENSATIONThe elements of target total direct compensation for fiscal 2019 are presented below.Element and Fiscal 2019Average NEO Target Pay Mix(1)LONG-TERMSHORT-TERMBase Salary15%PerformanceBased AIC18%RestrictedStock(2)23%Stock Options22%PerformanceBased LTIDescription and MetricsFixed cash income to retain and attract highly marketable executives in acompetitive market for executive talent.Annual cash incentive program designed to motivate our executives toachieve annual financial goals and other business objectives and reward themaccordingly. Total amount paid is based on: Achievement of adjusted consolidated operating income objective andindividual performance goals26%Annual equity incentive awards designed to further align the interests ofour executives with those of our shareowners by facilitating significantownership of FedEx stock by the officers. The number of options and sharesof restricted stock awarded is primarily based on: An officer’s position and level of responsibilityLong-term cash incentive program designed to motivate management tobuild long-term shareowner value and reward them accordingly. Total amountpaid is based on: Achievement of aggregate earnings-per-share (“EPS“) goals for thepreceding three-fiscal-year period(1) See page 40 for individual fiscal 2019 target total direct compensation components.(2) This average excludes our Chairman and CEO because restricted stock was not a component of his fiscal 2019 compensation. As a result, thepercentages included in this table do not sum to 100%.42019 PROXY STATEMENT
Proxy Statement Summary – Proposal 3FISCAL 2019 COMPENSATION HIGHLIGHTS In response to the challenging business conditions, the fiscal 2019 annual incentive compensation programwas amended to provide that no officers or managing/staff directors across the enterprise, including thenamed executive officers, would receive a payout under the program. The FY2017-FY2019 long-term incentive plan paid above target to all participants, including the namedexecutive officers, as the company’s strong adjusted EPS results in fiscal 2018 more than offset weakerthan expected adjusted EPS results in fiscal 2019. Officers realize value from the stock options recognized in the total direct compensation calculation only ifthe stock price appreciates after the grant date. The exercise price for the fiscal 2019 annual option grant toexecutive officers exceeded the closing price of FedEx common stock on July 29, 2019.PROPOSAL 3Approve the FedExCorporation 2019 OmnibusStock Incentive PlanYour Board of Directors recommends that youvote “FOR” this proposalSee page 80FedEx relies on equity awards to retain and attract key employees and non-employee Board members andbelieves that equity incentives are necessary for FedEx to remain competitive in retaining and attractinghighly qualified individuals upon whom, in large measure, the future growth and success of FedEx depend.The FedEx Corporation 2010 Omnibus Stock Incentive Plan, as amended, which is the only FedEx equitycompensation plan under which equity or equity-based awards can be made, is scheduled to expire onJune 30, 2020. In order to continue the practice of granting equity incentive awards, the Board of Directorsis seeking stockholder approval of the 2019 Plan. If adopted, the 2019 Plan will become effective onSeptember 24, 2019 (the date immediately following the annual meeting).If adopted, the number of shares available for future issuance under the 2019 Plan will equal the sum of(i) 6.7 million shares and (ii) the total number of shares remaining available for awards under the 2010 Plan,up to a maximum of 17,000,000 shares. Of the shares authorized for issuance under the 2019 Plan, themaximum number that may be issued as full-value awards will be 1,500,000.FEDEX.COM5
Proxy Statement Summary – Proposal 4PROPOSAL 4Ratify the Appointment ofErnst & Young LLP as FedEx’sIndependent RegisteredPublic Accounting FirmYour Board of Directors recommends that youvote “FOR” this proposalSee page 93The Audit Committee is directly responsible for the appointment, compensation, retention and oversightof our independent registered public accounting firm and has specific policies in place to ensure itsindependence. The Audit Committee has appointed Ernst & Young LLP (“Ernst & Young”) to serve asFedEx’s independent registered public accounting firm for fiscal 2020. Ernst & Young has been ourindependent registered public accounting firm since 2002.Fees paid to Ernst & Young for fiscal 2019 and 2018 are detailed on page 96.Representatives of Ernst & Young will be present at the meeting, will be given the opportunity to make astatement if they desire to do so, and will be available to respond to appropriate questions.PROPOSALS 5-6Two Stockholder Proposals,if properly presented62019 PROXY STATEMENTYour Board of Directors recommends that youvote “AGAINST” each of these proposalsSee pages 99 – 104
2019 PROXY STATEMENTTable of ContentsNOTICE OF ANNUAL MEETINGOF STOCKHOLDERS01AUDIT MATTERS93PROXY STATEMENT SUMMARY02PROPOSAL 4 — RATIFICATION OF THEAPPOINTMENT OF THE INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRMCORPORATE GOVERNANCE MATTERS0893PROPOSAL 1 — ELECTION OF DIRECTORS08Appointment of Independent RegisteredPublic Accounting FirmProcess for Selecting Directors0893Process for Training and Evaluating Directors10Policies Regarding Independent Auditor93Nominees for Election to the Board11Report of the Audit Committee of theBoard of DirectorsThe Board’s Role and Responsibilities2294Board Structure25Audit and Non-Audit Fees96Board Processes and Policies29STOCK OWNERSHIP97Directors’ Compensation31Directors and Executive Officers97EXECUTIVE COMPENSATION34Significant Stockholders98STOCKHOLDER PROPOSALS99INFORMATION ABOUT THEANNUAL MEETING105PROPOSAL 2 — ADVISORY VOTE TOAPPROVE NAMED EXECUTIVEOFFICER COMPENSATION34Report of the Compensation Committee of theBoard of Directors35ADDITIONAL INFORMATION111Compensation Discussion and Analysis36General Information111Summary Compensation Table60Proxy Solicitation111Grants of Plan-Based Awards During Fiscal 201965Householding111Outstanding Equity Awards at End of Fiscal 201966Option Exercises and Stock VestedDuring Fiscal 2019STOCKHOLDER PROPOSALS AND DIRECTORNOMINATIONS FOR 2020 ANNUAL MEETING11269Fiscal 2019 Pension Benefits70Stockholder Proposals for 2020 Annual Meeting112Potential Payments Upon Termination orChange of ControlProxy Access Director Nominations11273Additional Information112CEO Pay Ratio782019 OMNIBUS STOCK INCENTIVE PLAN80PROPOSAL 3 — APPROVAL OF THE FEDEXCORPORATION 2019 OMNIBUS STOCKINCENTIVE PLANAPPENDIX A – COMPANIES INDIRECTOR COMPENSATIONCOMPARISON SURVEY GROUPA-180EQUITY COMPENSATION PLANS92APPENDIX B – COMPANIES INEXECUTIVE COMPENSATIONCOMPARISON SURVEY GROUPB-1Equity Compensation Plans Approvedby Stockholders92APPENDIX C – RECONCILIATIONSOF NON-GAAP MEASURESC-1Equity Compensation Plans NotApproved by Stockholders92APPENDIX D – FEDEX CORPORATION 2019OMNIBUS STOCK INCENTIVE PLAND-1Summary Table92FEDEX.COM7
Corporate Governance MattersPROPOSAL 1Election of DirectorsYour Board of Directors recommends that you vote“FOR” the election of each of the twelve nomineesAll of FedEx’s directors are elected at each annual meeting of stockholders and hold office until the next annualmeeting of stockholders and until their successors are duly elected and qualified. The Board of Directorscurrently consists of twelve members. The Board proposes that each of the current directors be reelected tothe Board. Each of the nominees elected at this annual meeting will hold office until the annual meeting ofstockholders to be held in 2020 and until his or her successor is duly elected and qualified.Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If anominee is unable to stand for election, the Board of Directors may either reduce the number of directors tobe elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote yourshares for the substitute nominee.Under FedEx’s majority-voting standard, each of the twelve director nominees must receive more votes cast“for” than “against” his or her election in order to be elected to the Board. For more information, please see“— Process for Selecting Directors — Nomination Process — Majority-Voting Standard for Director Elections.”PROCESS FOR SELECTING DIRECTORSThe Board is responsible for recommending director candidates for election by the stockholders and for electingdirectors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluationprocess for director candidates to the Nominating & Governance Committee, which identifies, evaluates and recruitshighly qualified director candidates and recommends them to the Board.Experience, Qualifications, Attributes and SkillsThe Nominating & Governance Committee seeks director nominees with the skills and experience needed toproperly oversee the interests, risks and businesses of the company. The Committee carefully evaluates eachcandidate to ensure that he or she possesses the experience, qualifications, attributes and skills that the Committeehas found are necessary for an effective board member. These crucial qualities include, among others: The highest level of personaland professional ethics, integrityand values; Practical wisdom andmature judgment;82019 PROXY STATEMENT An inquiring andindependent mind; Expertise that is useful to FedExand complementary to thebackground and experience ofother Board members; and Willingness to represent thebest interests of all stockholdersand objectively appraisemanagement performance.
Corporate Governance Matters – Process for Selecting DirectorsIn addition to the qualifications that each director nominee must have, the Board believes that one or more of FedEx’sBoard members should possess the experience and expertise listed below because of their particular relevanceto the company’s business, strategy and structure. These were all considered by the Board in connection with thisyear’s director nomination process.TRANSPORTATIONINDUSTRY IENCEENERGY EXPERTISEFINANCIAL EXPERTISEGOVERNMENTEXPERIENCEMARKETING EXPERTISELEADERSHIPEXPERIENCEDiversity: The Board is also committedto having a membership that reflects adiversity of gender, race, ethnicity, ageand background. This commitment isdemonstrated by the fact that the Boardcurrently includes four female directorsand two directors who are racially diverse.Nomination ProcessNOMINATION OF DIRECTOR CANDIDATESThe Nominating & Governance Committee identifies, evaluates and recruits director candidates, considers theadvisability of adding new directors to the current composition of the Board, and evaluates and recommends existingdirector nominees to the Board as follows:The Committee considerspotential new candidates thatmay be proposed by currentdirectors, management,professional search firms,stockholders or other persons.The Committee may engagea third-party executive searchfirm to assist in identifyingpotential director candidates.The Committee considersand evaluates a directorcandidate recommendedby a stockholder in thesame manner as a nomineerecommended by a Boardmember, management,search firm or other sources.The Nominating & GovernanceCommittee evaluates apotential new directorcandidate thoroughly inconsidering whether thecandidate fits the criteriathat the Board seeks in allof its directors and howthat candidate’s skills andexperience would contributeto the Board. The processmay include reviewing thecandidate’s qualifications,interviewing the candidate,engaging an outside firm togather additional informationand making inquiries ofpersons with knowledge ofthe candidate.In its evaluation of all directorcandidates, including themembers of the Board ofDirectors eligible for reelection,the Nominating & GovernanceCommittee considers theappropriate size, composition,skills and contributions of currentmembers and the needs of theBoard of Directors and each ofits committees.4AS A RESULT OF THIS PROCESS, FOURNEW, INDEPENDENT, HIGHLY QUALIFIEDDIRECTORS HAVE JOINED THE FEDEXBOARD IN THE PAST SIX YEARS.FEDEX.COM9
Corporate Governance Matters – Process for Training and Evaluating DirectorsSTOCKHOLDER NOMINATIONSThe Nominating & Governance Committee will consider director nominees recommended by stockholders.To recommend a prospective director candidate for the Nominating & Governance Committee’s consideration,stockholders may submit the candidate’s name, qualifications, including whether the candidate satisfies therequirements set forth in our Corporate Governance Guidelines and discussed in “— Process for SelectingDirectors — Experience, Qualifications, Attributes and Skills,” and other relevant biographical information in writingto: FedEx Corporation Nominating & Governance Committee, c/o Corporate Secretary, 942 South Shady Grove Road,Memphis, Tennessee 38120. FedEx’s Bylaws require stockholders to give advance notice of stockholder proposals,including nominations of director candidates. For more information, please see “Stockholder Proposals and DirectorNominations for 2020 Annual Meeting.”MAJORITY-VOTING STANDARD FOR DIRECTOR ELECTIONSFedEx’s Bylaws require that we use a majority-voting standard in uncontested director elections and contain aresignation requirement for directors who fail to receive the required majority vote. The Bylaws also prohibit theBoard from reverting to a plurality-voting standard without the approval of our stockholders. Under the majority-votingstandard, a director nominee must receive more votes cast “for” than “against” his or her election in order to beelected to the Board. In accordance with the majority-voting standard and resignation requirement, each director whois standing for reelection at the annual meeting has tendered an irrevocable resignation from the Board of Directorsthat will take effect if (i) the director does not receive more votes cast “for” than “against” his or her election at theannual meeting, and (ii) the Board accepts the resignation. FedEx’s Bylaws require the Board of Directors, within90 days after certification of the election results, to accept the director’s resignation unless there is a compellingreason not to do so and to promptly disclose its decision (including, if applicable, the reasons for rejecting theresignation) in a filing with the Securities and Exchange Commission (the “SEC”).PROCESS FOR TRAINING AND EVALUATING DIRECTORSNew Director OrientationFedEx has a New Director Orientation Program that enables new members of the Board to quickly become active,knowledgeable and effective Board members. The program includes, among other things, individual meetings withkey members of the Board and executive management, facility tours, and attendance at committee meetings of eachBoard committee even when the new director is not a member, in order to gain better understanding of committeefunctions. The process is tailored to take into account the individual needs of each new director.The Nominating & Governance Committee is responsible for overseeing the New Director Orientation Program. TheExecutive Vice President, General Counsel and Secretary is responsible for administering the program and reportingto the Nominating & Governance Committee the status of the orientation process with respect to each new director.The orientation process is designed to provide new directors with comprehensive information about the company’sbusiness, strategy, capital structure, financial performance, risk oversight, evaluation of management and executivecompensation practices, as well as the policies, procedures and responsibilities of the Board and its committees.Continuing Director EducationFedEx provides continuing director education through individual speakers who make relevant presentations inconnection with in-person Board meetings, which generally occur four times per year. The company receivesfeedback from the directors on potential topics that would be useful for these discussions. In addition tofacilitating these customized in-house programs, FedEx monitors pertinent developments in director education andrecommends valuable outside programs for Board committee chairpersons to attend. The Nominating & GovernanceCommittee reviews the company’s director education process on an annual basis to ensure the continuing educationprovided serves to further directors’ knowledge in their oversight responsibilities.102019 PROXY STATEMENT
Corporate Governance Matters – Nominees for Election to the BoardBoard and Committee EvaluationsThe Nominating & Governance Committee oversees an annual performance evaluation of each committee ofthe Board and the Board as a whole. Each Board member also completes an individual self-assessment, theresponses to which are provided to the Chairman of the Board and the chairperson of the Nominating & GovernanceCommittee, who is our lead independent director. The responses to the performance evaluations and individual selfassessments are compiled annually by a third-party provider who distributes the results to the applicable recipients.The Nominating & Governance Committee reviews and discusses the evaluation results for each committee andthe Board as a whole. Each committee discusses its annual evaluation results and identifies any opportunitiesfor improvement. The chairperson of the Nominating & Governance Committee reports the results to the Boardof Directors, including any action plans. The chairperson also reports to the Board the results of the full Boardassessment. The Chairman of the Board and chairperson of the Nominating & Governance committee discuss anynotable results from the individual director self-assessments with the relevant directors.As part of the evaluation, our directors consider the Board’s processes to ensure, among other things, that itsleadership structure remains effective, that Board and committee meetings are conducted in a manner that promotescandid and constructive dialogue, sufficient time has been allocated for such meetings, agenda items reflect keymatters of importance to the company, and that the materials provided to the Board and the reports received frommanagement are useful, comprehensive and timely.NOMINEES FOR ELECTION TO THE BOARDBelow you will find each nominee’s biography along with other pertinent information, including a selection of eachBoard nominee’s skills and qualifications. Following the biographies, we have included a chart that exhibits thecollective experience, qualifications, attributes and skills of our Board nominees.FREDERICK W. SMITHMr. Smith is the company’s founder and has been Chairman and Chief Executive Officer of FedExsince 1998 and Chairman of FedEx Express since 1975. Mr. Smith was President of FedEx from1998 through January 2017. He was Chairman, President and Chief Executive Officer of FedExExpress from 1983 to 1998, Chief Executive Officer of FedEx Express from 1977 to 1998, andPresident of FedEx Express from 1971 to 1975.Skills and QualificationsAge 75Director Since 1971Committees NoneOther Public CompanyDirectorships NoneTransportation IndustryEnergyInternationalFounder of ourcompany and thepioneer of the expresstransportation industry.Co-chairman of theEnergy SecurityLeadership Council.Leads our multinational company andhas served on the board of the Councilon Foreign Relations and as chairman ofthe U.S.-China Business Council and theFrench-American Business Council.FEDEX.COM11
Corporate Governance Matters – Nominees for Election to the BoardJOHN A. EDWARD
executive compensation program reflects this belief. In the 2018 advisory vote, 95.3% of the voted shares supported the compensation of our named executive officers. ELEMENTS OF COMPENSATION The elements of target total direct compensation for fiscal 2019 are presented below. Element and Fisc
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