September 26, 2011
Shareowners of FedEx Corp. (NYSE: FDX) today elected R. Brad Martin and Joshua Cooper Ramo to the corporation’s Board of Directors, each for a one-year term. The Board has appointed Martin as a member of its Nominating & Governance Committee and Ramo as a member of its Information Technology Oversight Committee.
“We are delighted to welcome Brad and Joshua to our Board of Directors,” said Frederick W. Smith, chairman, president and chief executive officer of FedEx Corp. “Brad’s proven leadership skills and financial and marketing expertise, and Joshua’s international experience and expertise, particularly with respect to China, will enhance the quality and independence of the FedEx Board.”
Martin is Chairman of RBM Venture Company, a family investment company. He was the chairman and chief executive officer of Saks Incorporated from 1989 to January 2006 and remained chairman until his retirement in May 2007. Martin also currently serves on the board of directors of Dillard’s, Inc., First Horizon National Corporation and lululemon athletica inc.
Ramo is Vice Chairman of Kissinger Associates, a strategic advisory firm, and maintains offices in Beijing and New York. Before joining Kissinger Associates in March 2006, Ramo was Managing Partner of JL Thornton & Co., LLC, a consulting firm. Prior to that, he was a journalist, and served as Senior Editor, Foreign Editor and then Assistant Managing Editor of TIME Magazine. He also currently serves on the board of directors of Starbucks Corporation.
After 34 years of distinguished service to FedEx, J.R. “Pitt” Hyde, III retired from the Board today. “Pitt’s keen business insights have been invaluable to the growth and development of FedEx over the years, and he will be greatly missed. We thank him for his many contributions and long tenure as a director and wish him the very best in the future,” said Smith.
At today’s annual meeting, shareowners also reelected the other ten director nominees, each for a one-year term: Frederick W. Smith, James L. Barksdale, John A. Edwardson, Shirley Ann Jackson, Steven R. Loranger, Gary W. Loveman, Susan C. Schwab, Joshua I. Smith, David P. Steiner and Paul S. Walsh.
The shareowners took the following other actions at the annual meeting:
- Approved an amendment to FedEx’s certificate of incorporation to allow holders of 20% or more of FedEx’s common stock to call a special meeting of stockholders, subject to the provisions of FedEx’s bylaws.
- Ratified the appointment of Ernst & Young LLP as FedEx’s independent auditors for fiscal year 2012.
- Approved, on an advisory basis, the compensation of FedEx’s named executive officers.
- Approved, on an advisory basis, an annual frequency for future advisory votes on executive compensation.
- Did not approve any of the three stockholder proposals:
- A proposal requesting the adoption of a policy that the Chairman of the Board be an independent director who has not previously served as an executive officer of FedEx.
- A proposal requesting that senior executives be required to retain a significant percentage of stock acquired through equity pay programs until two years following termination of employment.
- A proposal requesting that FedEx publish a report, updated semi-annually, disclosing information about the corporation’s political contributions.