Form 8-K · Current report

FedEx 8-K, filed Jul 24, 2026

Filed
CIK
0001048911
Accession no.
0001104659-26-086643
AI-generated summary

Summary

FedEx's board approved an Executive Severance Plan on July 20, 2026 that will govern all future separations between the company and its executive officers, replacing the Management Retention Agreements previously held with each executive, with benefits conditioned on a release of claims and non-competition and non-solicitation covenants and subject to recovery if those covenants are violated. FedEx also paid one-time special bonuses in July 2026 to named executive officers, including $1,900,000 to President and CEO Rajesh Subramaniam and $850,000 to Brie A. Carere, under a bonus pool the board established in June 2026 for roughly 1,100 managing directors and above.

Key points

  • Qualifying terminations without a change of control pay a lump sum of the applicable multiplier times base salary plus target bonus: 2 for the CEO, 1.5 for executives employed 10 years or more, and 1 for others, plus a prorated annual bonus, 18 months of COBRA premium differential, and outplacement and tax preparation services.
  • For a qualifying termination within 24 months after a change of control, the multiplier is 2 for all executives.
  • On CEO retirement, FedEx may provide administrative, IT support, and physical security services for three years, capped at $250,000 per fiscal year and $750,000 in aggregate, in-kind only and subject to a consulting agreement.
  • The special bonus pool was approved in recognition of fiscal 2026 achievements including above-plan adjusted consolidated operating income and structural cost savings exceeding the publicly announced $1 billion target.

Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.

Items reported

  • 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
  • 9.01Financial Statements and Exhibits

From the filing

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Executive Severance Plan On July 20, 2026, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx” or the “Company”), upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Compensation & HR Committee”), approved the Executive Severance Plan, which will govern all future separations between FedEx and its executive officers. …

An excerpt of the text as filed with the SEC, cut for length.

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