FEDEX CORPORATION | Amend Clawback Policy for Unearned Pay for Each Section 16 Officer at FEDEX CORPORATION

Status
26.44% votes in favour
AGM date
Previous 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
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
Shareholders ask our Board to amend the Company Policy on recoupment of incentive pay to apply to the each Section 16
Officers and to state that conduct – not intentional misconduct – may trigger application of that policy. Also the Board is to
report to shareholders in an EDGAR filing the results of any deliberations about whether or not to cancel or seek recoupment
of compensation paid, granted or awarded to Section 16 Officers.
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:
These amendments should operate prospectively and be implemented so as not to violate any contract, compensation plan,
law or regulation. This includes that at the time of the amendment that no section of such revised policy be adopted that
would act against this proposal and make it more difficult to clawback unearned Section 16 Officer pay and that no section of
such revised policy shall further restrict the current policy.
The current FedEx policy applies only to fraud or intentional misconduct.
The current FedEx policy requires no report to shareholders.
Because the FedEx clawback policy is limited to fraud or intentional misconduct and does not require disclosure to
shareholders, that policy is too narrow, too vague, and does not address situations where an executive fails to exercise
oversight responsibilities that result in significant financial or reputational damage to FedEx. It should.
A clawback policy based on conduct – not intentional misconduct is consistent with a 2022 rule from the Securities and
Exchange Commission that requires a clawback of erroneously awarded incentive pay – even with no misconduct – if a
company restates its financial statements owing to material errors.
Wells Fargo offers a prime example of why FedEx needs a stronger policy. After Congressional hearings in 2016, Wells Fargo
agreed to pay $185 million to resolve claims of fraudulent sales practices. Wells Fargo’s board then moved to claw back $136
million from two top executives. Wells Fargo unfortunately concluded that the CEO had only turned a blind eye to the practice
of opening fraudulent accounts.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Anima Sgr For As the company's current clawback policy does not provide for the disclosure of deliberations regarding whether or not to cancel or seek recoupment of compensation paid or granted. Such disclosure would benefit shareholders.

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