FEDEX CORPORATION | Independent Board Chairman at FEDEX CORPORATION

Status
37.60% votes in favour
AGM date
Proposal number
5
Resolution details
Company ticker
FDX
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as
necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while
the Board is seeking an Independent Chairman of the Board on an accelerated basis.
The Chairman shall not be a former CEO of the company.
It is recommended that the Chairman be a person of business stature capable of challenging the CEO if need be
Supporting statement
FedEx has been notified that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, the beneficial owner for at least three years of shares of FedEx common stock having a value of at least $2,000, intends to present the following proposal for consideration at the annual meeting:

. Mr. R. Brad Martin, Vice Chairman of the Board and designated successor to serve as Chairman of the Board, is only Chairman
of RBM Ventures, a private investment company. According to one source RBM Venture has up to 9 employees and $700,000
in sales.
How does the Chairman of RBM Ventures with 9 employees have the stature to challenge Mr. Rajesh Subramaniam, CEO of a
company with 384,000 employees, if something goes off the rails?
Plus Mr. David P. Steiner, Lead Director, has been an attorney with Gibson, Dunn & Crutcher. Gibson, Dunn is a law firm
that may be a contender for the law firm that has made the most money from the management elite by resisting rule 14a
shareholder proposals like this proposal. Mr. Steiner could be the profile of exactly what shareholders do not want in a Lead
Director. It would be interesting to see how many so-called Lead Directors have Gibson, Dunn or other $Billion law firms on
their resume.
This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this
proposal topic in 2020.
The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who
is completely independent of the CEO and our company. The job of the CEO is to manage the company. The job of the
Chairman is to oversee the CEO and management.
An independent director can better manage the Board of Directors. Without an independent chairman shareholders have a
greater need to monitor the directors.
This is a good governance shareholder proposal in the spirit of the 2021 shareholder proposal for Shareholder Ratification of
Termination Pay that won 58%-support from FedEx shareholders.
An independent Chairman with business stature can help turn around the downward spiral of our stock in the past year

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Sandbar Asset Management LLP For

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