Welcome to the FedEx Corporation Annual Meeting of Stockholders. I will now hand the call over to Mr. Frederick W. Smith.
Good morning, ladies and gentlemen, and welcome to the Annual Stockholders Meeting of FedEx Corporation. As noted, I'm Frederick W. Smith, Executive Chairman of the Board of FedEx Corporation. We appreciate the interest of the stockholders who have joined the meeting, and we thank you for being with us today. With me are Mark Allen, our Executive Vice President, General Counsel, and Corporate Secretary, who will act as Secretary of the meeting, and Raj Subramaniam , our President and Chief Executive Officer, and a member of our Board of Directors. Also in attendance are the following other members of our Board of Directors: Silvia Davila, Marvin Ellison, Steve Gorman, Tricia Griffith, Amy Lane, Brad Martin, Nancy Norton, Frederick P. Perpall, Joshua Ramo, Susan Schwab, David Steiner, and Paul Walsh. Representatives of Ernst & Young are also in attendance. The agenda and the annual meeting guidelines are posted on the meeting website.
The meeting will be conducted in accordance with the agenda and guidelines. I now call the meeting to order. Mr. Allen will report on the giving of notice for the meeting and the presence of a quorum.
Chairman, I have received an affidavit...
Thank you, Mark. A copy of the affidavit will be filed with the records of this meeting. The polls for each proposal are now open at 8:03 A.M. Central Time on twenty-three September 2024. The eight proposals to be considered today are listed on the agenda and in the proxy materials previously provided. If you have already submitted your proxy, your shares will be voted accordingly. If there is any stockholder who has not yet voted and wishes to do so, please do so by clicking on the voting button on the virtual meeting portal and following the instructions there. We have eight proposals to vote on this morning. After all of the proposals have been presented, we will answer any questions that have been submitted related to the proposals.
Questions not directly related to the proposals will be answered at the conclusion of the meeting, in accordance with the annual meeting guidelines. The first proposal is the election of the fourteen director nominees named in the proxy statement to serve as a director until the 2025 annual meeting and until his or her successor is duly elected and qualified. The next item is the proposal to approve, on a non-binding basis, an advisory resolution approving the compensation paid to FedEx's named executive officers as disclosed in the proxy statement. The third proposal is the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending May 31, 2025. The fourth proposal is the approval of an amendment to the Certificate of Incorporation of FedEx Corporation to limit liability of certain officers as permitted by law.
The fifth proposal is the approval of an amendment to the Certificate of Incorporation of Federal Express Corporation to remove the quote, Pass-through voting, end quote, provision. The remaining three proposals are stockholder proposals. Each proponent will have three minutes to present his or her proposal. The sixth proposal is a stockholder proposal regarding a Just Transition report. I will now ask the operator to open the line for Michael Pryce-Jones, who will present the proposal on behalf of the proponent, the International Brotherhood of Teamsters General Fund. Mr. Pryce-Jones, you have three minutes. Please proceed.
Thank you and good morning. So my name is Michael Pryce-Jones, and I wish to formally move item six on behalf of the International Brotherhood of Teamsters, which asks FedEx to prepare a just transition report. Such a report needs to disclose how FedEx is addressing the impact of its climate strategy on relevant stakeholders, including its employees, workers in its supply chain, and communities in which it operates, all consistent with the just transition guidelines of the International Labor Organization. The report should include discrete time-based indicators, including those tied to developing a just transition plan through consultation with affected stakeholders, mitigating the negative social impacts of the carbon transition on workers and communities, establishing a clear process for identifying job dislocation risks for workers and communities, and developing plans to retain and reskill workers for an inclusive workforce.
In 2021, FedEx announced its goal of becoming carbon neutral across its operations by 2040. This is laudable. However, FedEx fails to disclose how this will be achieved in a manner consistent with the Just Transition Principles. A 2022 study by the World Benchmarking Alliance scored FedEx at just 1.9 out of 20 for its just transition indicated disclosure and called on the company to increase reporting. The report, which evaluated nearly 100 transport companies, warned that the sector's lack of preparation for a just transition places a workforce of around 10 million people at risk. Thank you very much.
Thank you. The seventh proposal is a stockholder proposal regarding shareholder input on bylaw amendments. I will now ask the operator to open the line for Mike Levin, who will present the proposal on behalf of the proponent, John Chevedden. Mr. Levin, you have three minutes. Please proceed and-
Thank you very much. Good morning. My name is Mike Levin. I collaborated with John Chevedden on this proposal. This proposal pertains to amendments to the corporate bylaws, and providing for shareholder input to those amendments in a very specific way. Currently, shareholders have no practical input into amendments to the corporate bylaws. As a reminder, the bylaws essentially are the terms and agreement that govern the relationship between shareholders and the corporation. I like to think of it as kind of a contract between shareholders and the corporation. And today, the corporation can unilaterally, on its own, make any changes it wants to those bylaws, to that contract, without any approval, consent whatsoever from shareholders. This proposal will allow shareholders a degree of consent or at least input into those changes.
It calls for a non-binding precatory vote shortly after bylaw amendments are adopted by the corporation. Again, the board of directors can adopt whatever bylaw amendments it chooses. And corporations have been adopting all sorts of very harmful and limiting bylaw amendments that curtail dramatically the rights of shareholders. So this, if shareholders were to approve this proposal, it would recommend, this isn't even binding on the company, it would recommend that our corporation at FedEx have a vote shortly after adopting bylaw amendments to solicit non-binding ratification from shareholders for any bylaw amendments. This represents a significant move to upgrade and keep FedEx at the forefront of good governance, and I would urge shareholders to approve it.
Thank you very much.
Thank you. The eighth and final proposal to be considered is a stockholder proposal regarding climate lobbying alignment with the company's carbon neutral goals. I will now ask the operator to open the line for Matthew Illian, who will present the proposal on behalf of the proponents, United Church Funds and the Pension Boards, UCC, Inc. Mr. Illian, you have three minutes. Please proceed.
Thank you. Mr. Smith and the board executives, my fellow shareholders, I move proposal eight, asking the company to annually assess its lobbying activities in light of its climate goals. As an investor and fiduciary, we believe that the climate crisis poses a systemic financial risk. As shareholders of FedEx stock, we seek full assurance that the management of FedEx is taking appropriate action to manage its own transition from business activities that depend on fossil fuels, which are facing increasing public and regulatory scrutiny. Investors are increasingly focused on corporate efforts to buy political influence through both direct and indirect lobbying. FedEx's goal to become carbon neutral by 2040 is noteworthy, and yet climate-sensitive investors are concerned that the company is not taking enough efforts to make this goal a reality.
We began engaging with FedEx on this issue of climate lobbying several years ago and withdrew a similar proposal after FedEx agreed to enhancing its reporting. We do appreciate that FedEx has started sharing more information with shareholders related to climate lobbying, but there's still more work to be done. Corporate watchdog InfluenceMap now scores FedEx with a D plus grade on its climate-related corporate lobbying. This is an improvement from the last score that FedEx received.... Nearly a decade ago, FedEx was lauded as a climate leader because of its direct lobbying positions in support of heavy truck emission standards. We want to see this type of leadership exercised again by ensuring climate commitments are clearly expressed across all of its lobbying efforts. Without this commitment, FedEx risks creating the perception that its climate transition strategy lacks ambition.
FedEx holds a seat on the boards of influential trade associations, including the Business Roundtable, Airlines for America, American Trucking Associations, and the US Chamber of Commerce. All four of these trade associations have, at best, a conflicted track record when it comes to policy supporting the great energy transition and are facing public scrutiny. For example, the US Chamber also advocated against making existing greenhouse gas emission standards for heavy heavy-duty trucks stronger and advocated to keep credit programs that would reduce the stringency of phase three heavy-duty greenhouse gas emissions rule in June twenty twenty-three. FedEx, in its proxy, argues that it does not use membership of the chamber to lobby for climate-related issues and argues that it will not always agree with every policy position that a trade association takes on.
This is fair and understandable, and yet it should also be understandable that investors seek to be assured that FedEx is clear about its own positions when they diverge from a trade association. FedEx should ensure investors that its lobbying is being done in complete and total alignment with its own climate ambitions. It can do better, and I want to thank you all for the opportunity to address this critical issue with my fellow shareholders.
Thank you. Since we have not received any questions related to the proposals, we will continue. If there is any stockholder present who has not yet voted and wishes to do so, please vote now on the meeting website. The polls will close in one minute. I hereby declare the polls closed at 8:16 A.M. Central Time on twenty-three September 2024. The Inspector of Election has provided the following preliminary voting results for each of the proposals. With respect to proposal one, each of the 14 director nominees has been duly elected to serve as a director of the company. With respect to proposal two, the advisory resolution on named executive officer compensation has been approved. With respect to proposal three, the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for fiscal twenty twenty-five has been ratified.
With respect to proposal four, the amendment to the Certificate of Incorporation of FedEx Corporation to limit liability of certain officers as permitted by law, has been approved. With respect to proposal five, the amendment to the Certificate of Incorporation of Federal Express Corporation to remove the pass-through voting provision has been approved. With respect to proposals six through eight, none of the stockholder proposals has been approved. Please note that the voting results just announced are preliminary. Final voting results will be included in a Form 8-K filed with the Securities and Exchange Commission following the meeting. Now, ladies and gentlemen, that concludes the official business portion of the meeting. There being no further business, the meeting is hereby adjourned. Next, I will turn the program over to Raj Subramaniam, our President and Chief Executive Officer. Following Raj's remarks, we will conclude with a question-and-answer session. Raj?
Thank you, Fred. Yeah, before we turn to questions, I would like to thank the more than 500,000 FedEx employees worldwide who are delivering the Purple Promise every single day. Throughout the fiscal year, a challenging demand environment persisted across the industry. Despite this backdrop, we delivered year-over-year operating profit growth and margin expansion in all the four quarters. Additionally, we lowered our capital intensity, improved our return on invested capital, and returned nearly $4 billion to stockholders through dividends and stock repurchases. Our success in FY 2024 is a tribute to our team members' commitment, rigor, and innovative spirit as they transform the business and make every customer experience outstanding. This performance shows that we have the right vision, the right strategy, and most importantly, the right people to succeed.
At this point, I would like to also congratulate Mark Allen, our General Counsel and Secretary, on his upcoming retirement following his distinguished forty-two-year career at FedEx. With that, we'll open the floor for any questions.
So let me first join Raj in thanking Mark Allen for his exemplary service over four decades around the world in many different postings. And Mark, your contribution to this company have been inestimable and of major importance. Thank you for a job well done. Now let us turn to responding to questions submitted through the virtual meeting portal. The first question is: Will you consider appointing additional independent directors or audit and finance and compensation and human resources committee chairpersons with tenure that does not exceed ten years? So the board of directors of FedEx is always looking for highly qualified candidates who meet the board's criteria and who have expertise that is useful to FedEx and complementary to the background and experience of other board members.
Following the meeting, the board will consist of fourteen members, including five new independent directors, who will have joined our board in the last five years. The board of directors has determined that each member of our standing committees is independent. With the exception of myself and Raj Subramaniam, our Chief Executive Officer, each of our directors is independent and meets the applicable independence requirements of the New York Stock Exchange and the Securities and Exchange Commission, including the additional requirements for audit and compensation committee members as applicable, and the board's more stringent standards for determining director independence. Additionally, we regard the tenure of our longer-standing directors as a great positive rather than an area of concern, as such experience greatly increases a director's understanding of FedEx's large operations and its management. Second question is: Can we expect the incorporation of ESG-related targets into your compensation program?
Also, can we expect enhanced disclosure on these targets, their weights, and achievements against each of these targets? Payouts to executive officers under our annual incentive compensation program, or AIC, may be adjusted based on the achievement of individual performance objectives established at the beginning of the fiscal year, which include goals related to corporate social responsibility. Our Compensation and Human Resources Committee regularly evaluates our executive compensation program to align executive compensation with stockholder value. Additionally, we have reported on our environmental and social impact since 2009 and remain steadfast in transparently sharing our progress in these areas. Additional information can be found in our 2024 ESG report. Third question we've received is: Can we expect a rotation of your independent auditor before the next annual meeting?
The process of changing audit firms is very costly and disruptive, and it takes several years for a new auditor to establish familiarity with a company's systems, personnel, and business activities to appropriately assess risk and optimize audit effectiveness. The complexities of global businesses, industry-specific expertise, and the short cycle time for financial reporting demands a level of familiarity and a depth of institutional understanding that an audit firm can only gain over a long tenure with a client. Changing audit firms also imposes additional costs due to time spent by management and the audit committee with a new auditor to bring that auditor up to speed. Our Audit and Finance Committee has effective ways of overseeing and protecting auditor independence and audit quality, regardless of the length of auditor tenure.
Additionally, the rotation of key audit partners provides an important means of refreshing the relationship between the external auditor and the company. We have a fourth pre-submitted question. Proposal eight presents a partisan framework to FedEx's lobbying legislation that would limit engagements with pro-fossil fuel trade associations for non-fiduciary reasons. Thank you for opposing it. In a similar vein of resisting politicization, would FedEx consider walking back other more ingrained aspects of politicized corporate practice, including its compliance with the Human Rights Campaign's divisive and partisan Corporate Equality Index? And that will be answered by our Chief People Officer and AVP, Tracy Brightman. Tracy?
Thank you, Mr. Chairman. We continually evaluate our participation in surveys or information gathering requests from various groups. Our lens for participation will continue to be the best interest of our employees, shareholders, customers, and the communities in which we live and work. Participation in the Corporate Equality Index survey will continue to be viewed through that lens.
As we have no further questions, that will conclude our discussion today. Thank you all for attending today's meeting and for your continued support of FedEx Corporation.
The meeting has now concluded. Thank you for joining. You may now disconnect.