Summary of FEDEX CORP - Yahoo! Finance

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; C

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the FedEx Corporation annual meeting of stockholders held on September 29, 2008, FedEx's stockholders, upon the recommendation of the Board of Directors, approved an amendment to the FedEx Corporation Incentive Stock Plan (as amended, the "Plan") to (i) increase the number of shares of common stock reserved for issuance pursuant to stock options by 10,000,000 shares and (ii) increase the number of restricted shares of common stock issuable under the Plan by 300,000 shares.

A brief summary of the Plan is included as part of Proposal 2 in FedEx's definitive proxy statement filed with the Securities and Exchange Commission on August 18, 2008. The summary of the Plan contained in the proxy statement is qualified by and subject to the full text of the Plan, which is filed as Appendix B to the proxy statement and incorporated herein by reference.

Item 8.01. Other Events.
At the annual meeting of stockholders, FedEx's stockholders took the following actions:
The stockholders elected twelve directors. Each director will hold office until FedEx's annual meeting of stockholders to be held in 2009 and until his or her successor is duly elected and qualified. The tabulation of votes with respect to each nominee for director was as follows:

            Nominee                   For            Against         Abstain
            Frederick W. Smith     270,970,110       3,615,770       2,653,628
            James L. Barksdale     272,072,046       2,542,988       2,624,474
            August A. Busch IV     266,048,982       8,523,843       2,666,683
            John A. Edwardson      271,920,921       2,507,116       2,811,471
            Judith L. Estrin       271,207,655       3,285,523       2,746,330
            J.R. Hyde, III         270,926,989       3,593,998       2,718,521
            Shirley A. Jackson     266,571,595       7,958,784       2,709,129
            Steven R. Loranger     270,098,641       4,401,054       2,739,813
            Gary W. Loveman        270,904,766       3,594,215       2,740,527
            Joshua I. Smith        270,803,871       3,635,518       2,800,119
            Paul S. Walsh          266,540,342       7,896,633       2,802,533
            Peter S. Willmott      270,913,180       3,673,026       2,653,302

An amendment to the Plan to increase the number of shares of common stock reserved for issuance pursuant to stock options by 10,000,000 shares and to increase the number of restricted shares of common stock issuable under the Plan by 300,000 shares was approved by stockholders. The tabulation of votes on this matter was as follows:
Х 229,074,565 votes for

Х 17,297,698 votes against

Х 2,850,718 abstentions

Х 28,016,527 broker non-votes

The Audit Committee's designation of Ernst & Young LLP as FedEx's independent registered public accounting firm for the fiscal year ending May 31, 2009 was ratified by the stockholders. The tabulation of votes on this matter was as follows:
Х 273,870,167 votes for

Х 918,607 votes against

Х 2,450,734 abstentions

Х There were no broker non-votes for this item

A stockholder proposal requesting that the Board of Directors adopt a policy that the Chairman of the Board of Directors be an independent director who has not previously served as an executive officer of FedEx was not approved by stockholders. The tabulation of votes on this matter was as follows:
Х 81,851,615 votes for

Х 162,146,387 votes against

Х 5,224,979 abstentions

Х 28,016,527 broker non-votes

A stockholder proposal requesting that the Board of Directors adopt a policy that stockholders be given the opportunity at each annual meeting to cast a non-binding vote on an advisory resolution to ratify the compensation of FedEx's named executive officers was not approved by the stockholders. The tabulation of votes on this matter was as follows:
Х 82,589,615 votes for

Х 159,540,071 votes against

Х 7,093,095 abstentions

Х 28,016,727 broker non-votes

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit    Description
Number


  3.1      Amended and Restated Bylaws of FedEx Corporation.

  3.2      Amended and Restated Bylaws of FedEx Corporation, marked to show
           amendments effective as of September 29, 2008.

 10.1      FedEx Corporation Incentive Stock Plan, as amended (filed as Appendix B
           to FedEx Corporation's FY2008 definitive proxy statement, Commission
           File No. 1-15829, and incorporated herein by reference).