FEDEX CORP
Shareholder Proposals
Item 4
Require the Board Chair to be an independent director by adopting a policy and amending governance documents as needed.
This proposal requests that the Board adopt a policy requiring the company’s Board Chair to be an independent (non-executive) director, with limited exceptions if no independent director is available. Proponents argue the change would simplify leadership, strengthen independent oversight of management and the CEO evaluation process, and avoid reliance on layered safeguards such as a Lead Independent Director. The proposal allows for prospective application only and contemplates practical exceptions to avoid conflicts with existing contractual obligations. Supporters cite investor sentiment and peer-company governance trends in favor of independent chairs.
Item 5
Lower the ownership threshold to call a special stockholder meeting to 10% and simplify the calling rules.
This proposal asks the Board to amend governing documents to allow holders of a combined 10% of outstanding shares to call a special stockholder meeting, with meetings permitted to be held online. The proposal also requests that any rules governing special meetings be concise (plain English, under 500 words) and non-discriminatory with respect to length of ownership. Proponents argue the current 20% threshold is too high, impedes stockholder ability to address urgent governance or strategic issues, and that lowering the threshold would empower shareholders to hold the Board accountable. The resolution is focused on procedural change and does not specify substantive topics for the meetings.
Item 6
Prepare a public report assessing legal and reputational risks associated with distributing mail-order abortion drugs and strategies to mitigate those risks.
This proposal requests a board-level assessment and public report on how the company oversees legal and reputational risks tied to distributing mail-order abortion medications (for example mifepristone). It asks the Board to describe oversight mechanisms and any mitigation strategies beyond litigation and routine legal compliance, excluding confidential information. Proponents cite federal statutes and various state restrictions, recent litigation challenging regulatory decisions, and communications from state attorneys general as reasons for evaluating heightened legal exposure. The requested report would be prepared within one year and made available to shareholders.