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AGM 2025

Sep 29, 2025

Operator

Welcome to the FedEx Corporation Annual Meeting of Stockholders. I will now hand the call over to Brad Martin.

Brad Martin
Chairman of the Board, FedEx Corporation

Good morning, ladies and gentlemen, and welcome to the annual stockholders' meeting of FedEx Corporation. I'm Brad Martin, Chairman of the Board of the Corporation, and we appreciate the interest of the shareholders who have joined us at the meeting today, and we thank you for your participation. With me are Gina Adams, our Executive Vice President, General Counsel, and Corporate Secretary, who will act as our Secretary for the meeting today, and Raj Subramaniam, our President and Chief Executive Officer, and also a member of our Board. Additionally, in attendance are the following other members of our Board of Directors: Silvia Davila, Marvin Ellison, Steve Gorman, Tricia Griffith, Amy Lane, Nancy Norton, Fred Perpall, Joshua Ramo, Susan Schwab, and Paul Walsh. In addition, Richard W. Smith, our Chief Operating Officer for International and our CEO of the airline of Federal Express, and a Board nominee, is present.

Representatives of Ernst & Young are also in attendance. The agenda and the annual meeting guidelines are posted on the meeting website, and the meeting will be conducted in accordance with that agenda and those guidelines. I'll now call the meeting to order. Ms. Adams will report on the giving of notice for the meeting and the presence of a quorum.

Gina Adams
EVP, General Counsel, and Corporate Secretary, FedEx Corporation

Mr. Chairman, I have received an affidavit of a representative of Broadridge Investor Communication Solutions, Inc., which states that on August 18th, 2025, a notice regarding the internet availability of proxy materials or the notice of annual meeting, the proxy statement, the proxy, the 2025 annual report, and a postage prepaid return envelope were mailed to the stockholders of record as of August 4th, 2025. A representative of Broadridge will serve as inspector of election today. A tabulation of the proxies received from stockholders indicates that a majority of the shares outstanding on the record date are represented at this meeting, and a quorum is present.

Brad Martin
Chairman of the Board, FedEx Corporation

Thank you, Gina. A copy of the affidavit will be filed with the records of this meeting. The polls for each proposal are now open at 8:04 A.M. Central Time on September 29th, 2025. The proposals to be considered are listed on the agenda and in the proxy materials previously provided. If you've already submitted your proxy, your shares will be voted accordingly. If there's any stockholder who has not yet voted and wishes to do so, you may do so by clicking the voting button on the virtual meeting portal and following the instructions there. Today, we have five proposals to vote on. After all have been presented, we'll 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 13 director nominees, as 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 a 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 as the independent registered public accounting firm for the company for fiscal year ending May 31th, 2026. The fourth proposal is the approval of an amendment to the FedEx Corporation 2019 Omnibus Stock Incentive Plan to increase the number of authorized shares. The fifth and final proposal is a stockholder proposal regarding an independent board chairman.

The proponent of this proposal will have up to three minutes to present it. I'll now ask the operator to open the line for Mr. John Chevedden, who will present the proposal. Mr. Chevedden , welcome back, and you have up to three minutes. Please proceed.

John Chevedden
Private Shareholder

Hello, this is John Chauvette, Proposal 5, independent board chairman. Shows request that the Board of Directors adopt enduring policy and amend the governing documents in order that two separate people hold the office of the Chairman and the office of the CEO. The roles of the Chairman and CEO are fundamentally different and should be held by two directors, a CEO and a Chairman, who is completely independent of the CEO and FedEx. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO. An independent Chairman improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting investor confidence. This detached perspective allows the Chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to FedEx's long-term sustainability and credibility.

A lead director is no substitute for an independent board chairman. A lead director is not responsible for the strategic direction of FedEx, and a Chairman and CEO can't ignore the advice and feedback from a lead director. There's time for a change at FedEx to an independent board chairman. Long-term, the FedEx stock price has barely kept up with inflation. For instance, FedEx stock was at $144 in 2013 and is at only $237 today. Please vote yes, independent board chairman, Proposal 5.

Brad Martin
Chairman of the Board, FedEx Corporation

Thank you, Mr. Chevedden . Are there any questions? There have been no questions submitted through the virtual meeting portal on any of the proposals. If there's any stockholder present who has not yet voted and wishes to do so, please do so now on the meeting website, and the polls will close in one minute. I hereby declare the polls closed at 8:09 A.M. Central Time on September 29th, 2025. The inspector of election has provided the following preliminary voting results for each of the proposals. With respect to Proposal 1, each of the 13 director nominees has been duly elected to serve as a director of the company. With respect to Proposal 2, the advisory resolution on named executive officer compensation has been approved.

With respect to Proposal 3, the appointment of Ernst & Young as the independent registered public accounting firm for the company for the fiscal year 2026 has been ratified. With respect to Proposal 4, the amendment to the FedEx Corporation 2019 Omnibus Stock Incentive Plan to increase the number of authorized shares has been approved. With respect to Proposal 5, the stockholder proposal has not been approved. Please note the final voting results will be included in a Form 8-K filed with the SEC following this meeting. Now, ladies and gentlemen, that concludes the official business portion of the meeting. There being no further business, the meeting is hereby adjourned. I'll now turn the program over to Raj Subramaniam, CEO of FedEx Corporation, and following Raj's remarks, we'll conclude with a Q&A session. Raj?

Raj Subramaniam
CEO, FedEx Corporation

Thank you, Brad. Before we turn to questions, I would like to take a moment to give tribute to our company's founder, Frederick W. Smith. He meant a great deal to this company, the business community, his beloved family, and to me personally. Fred was more than a business leader, he was a visionary who helped revolutionize the delivery industry and global commerce. He was a man who led with integrity and inspired others. His belief in people, his relentless pursuit of excellence, and his commitment to connect people with possibilities built one of the world's most successful companies over the last five decades, and his legacy will be felt for decades to come. For over 50 years, FedEx has helped move the world forward. We remain dedicated to making it better and brighter for all.

I'd like to thank our more than 500,000 FedEx employees around the world for continuing this mission. FY 2025 was our first year operating as One FedEx. I'm incredibly proud of how the team collectively responded to a very rapidly evolving market and was determined to make a difference each and every day. Through DRIVE and our ongoing transformation, we achieved our structural cost reduction targets of $1.8 billion in FY 2024 and $2.2 billion in FY 2025, reaching our overall FY 2025 target of $4 billion over the FY 2023 base. These results, combined with our disciplined management of CapEx, allowed us to return approximately $4.3 billion back to our stockholders. Our FY 2025 success is the result of the incredible contributions from all of the FedEx team members, whose commitment to delivering the purple promise to make every FedEx experience outstanding allows us to exceed customer expectations, expand into new markets, and differentiate FedEx.

With that, we'll now open the floor for questions.

Brad Martin
Chairman of the Board, FedEx Corporation

We have two questions that have been submitted. I'll turn it over to our General Counsel and Secretary of the Meeting.

Gina Adams
EVP, General Counsel, and Corporate Secretary, FedEx Corporation

The first question is, what has been done to improve emission reduction of FedEx aircraft since the 2024 annual meeting? FedEx is implementing comprehensive long-term actions and interim goals to achieve carbon neutrality in our own operations, as well as support the low-carbon transition of the broader transportation and logistics industry. Specifically, our areas of focus are vehicle electrification for our pickup and delivery fleet, sustainable energy for our facilities, and sustainable aviation fuel for our aircraft while we deploy a more fuel-efficient fleet. Notably, FedEx recently secured more than 3 million gal of blended sustainable aviation fuel, or SAF, for delivery at Los Angeles International Airport, which was the largest SAF purchase executed by a U.S. cargo airline at LAX as of May 2025, when FedEx first accepted delivery of the fuel. Additional information can be found in our 2025 Corporate Responsibility Report.

Richard Smith
COO of International and CEO of Airline FedEx, FedEx Corporation

Mr. Chairman, the second question was, what new aircraft will FedEx take delivery of between now and the 2026 annual meeting? I would ask in response to please refer to the stat book on the Investor Relations website for information regarding planned future aircraft deliveries.

Brad Martin
Chairman of the Board, FedEx Corporation

Thank you. That concludes the questions that have been submitted, and that will conclude our discussion for the day. Thank you very much for attending today's meeting and your continued support of FedEx. Good day.

Operator

The meeting has now concluded. Thank you for joining. You may now disconnect.

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