FedEx Corporation (FDX)
NYSE: FDX · Real-Time Price · USD
387.98
-4.71 (-1.20%)
At close: Apr 24, 2026, 4:00 PM EDT
388.49
+0.51 (0.13%)
After-hours: Apr 24, 2026, 7:57 PM EDT
← View all transcripts

AGM 2014

Sep 29, 2014

Frederick W. Smith
Chairman and CEO, FedEx Corporation

being here. This meeting is being webcast live. I would also like to welcome our stockholders who have joined via that webcast. Let me begin by introducing the other members of our Board of Directors. As I call their name, each of them will stand up. Jim Barksdale, John Edwardson, Marvin Ellison, Kim Jabal, Shirley Jackson, Steve Loranger, Gary Loveman, Brad Martin, Joshua Ramo, Susan Schwab, David Steiner, and Paul Walsh. As you may know, Steve Loranger, who has been a member of our Board of Directors since 2006, is retiring from the board effective today. I'd like to thank Mr. Loranger for his service and dedication to FedEx and wish him well in his retirement. Steve, would you stand up, please? Thank you so much.

Joining me on stage are Christine Richards, our Executive Vice President, General Counsel, and Corporate Secretary, who will act as Secretary of the Meeting, and John V. Ruocco, Assistant Vice President and Senior Relationship Manager of Computershare Trust Company, our transfer agent. He's been appointed and duly sworn as Inspector of Election. Representatives of Ernst & Young are also present and available to answer appropriate questions that you may have of them as auditors of the company's fiscal year 2014 financial statements. As each of you entered the meeting room this morning, you were given a copy of the agenda of the annual meeting guidelines. The meeting will be conducted in accordance with that agenda and those guidelines. If you've not received copies of the agenda and guidelines, please raise your hand and copies will be brought to you. Somebody needs one right there. There's some others right there.

Anybody else? I'll now call the meeting to order. Ms. Richards will report on the giving of notice for the meeting and the presence of a quorum.

Christine Richards
EVP, General Counsel and Corporate Secretary, FedEx Corporation

Mr. Chairman, I have a complete list of the holders of record of the company's common stock at the close of business on August 4, 2014, who are entitled to vote at this meeting. The list is arranged in alphabetical order and indicates the number of shares held by each stockholder. It was prepared and certified by Computershare Trust Company, the company's transfer agent for the common stock. I have also received an affidavit of a representative of Computershare Trust Company, which states that on August 18, 2014, the notice of annual meeting, the proxy statement, the proxy, the 2014 annual report, and a postage prepaid return envelope were mailed to the stockholders of record as of August 4, 2014. A tabulation of the proxies received from shareholders indicates that a majority of the shares outstanding on the record date are represented at this meeting and a quorum is present.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

Thank you, Ms. Richards. 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, 29 September 2014. The proposals to be considered today are listed on the agenda and in the proxy materials previously distributed. If you've already submitted your proxy, your shares will be voted accordingly. If there is any stockholder present who has not yet voted and wishes to do so, please hold up your hand so we may distribute ballots. This next section will be irrelevant because there's no ballots to be there, so we'll go forward with the first matter to be taken up, which is the election of directors. 12 directors are to be elected today.

A nominee will be elected to the Board of Directors if the number of votes cast for such nominees' election exceeds the number of votes cast against such nominees' election. If elected, each nominee will serve as a director until the 2015 annual meeting and until his or her successor is duly elected and qualified. The nominees are as follows: James L. Barksdale, John A. Edwardson, Marvin R. Ellison, Kimberly A. Jabal, Shirley A. Jackson, Gary Loveman, R. Brad Martin, Joshua Cooper Ramo, Susan C. Schwab, Frederick W. Smith, David P. Steiner, and Paul S. Walsh.

The next item of business is the proposal to approve on a non-binding basis an advisory resolution on Named Executive Officer compensation as follows: Resolve that the compensation paid to FedEx's Named Executive Officers, as disclosed in the company's proxy statement for the 2014 annual meeting of stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the accompanying compensation tables, and the related narrative discussion, is hereby approved. Proposal 3 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, 2015. The 4th item of business is the consideration of a stockholder proposal regarding proxy access for shareholders. I will now ask a qualified representative of the proponent to present the proposal.

Please limit the presentation of your proposal to a maximum of three minutes. First, please identify yourself and provide the number of shares you represent.

Dan Willett
Shareholder Proponent, Proxy Access for Shareholders

Good morning. I'm Dan Willett, speaking on behalf of Myra Young for Proposal Four, Proxy Access for Shareholders. Whereas the FedEx board is too comfortable and stretched with the same combined CEO and chairman for 40 years, six directors are potentially overextended with service on three to five boards each. Six directors are over 60 years of age. Five directors serve 10 or more years, which can negatively impact their independence. Other issues confronting FedEx include related party transactions, corporate jet perks, and settlements regarding improper deliveries, delivery charges, and discrimination.

Resolved shareholder owners ask our board, to the fullest extent permitted by law, to amend our governing documents to allow the following share owners to make board nominations: Any party of one or more share owners who has collectively held continuously for three years at least 3% of the company's securities eligible to vote for the board of directors and/or any party of share owners of whom 25 or more have each held continuously for three years a number of shares of the company's stock that at some point within the preceding 60 days was worth at least $2,000 and collectively at least 3% of the company's securities eligible to vote for the election of directors. The complete details of this proposal are included in the annual meeting proxy statement and include a number of safeguards to protect shareholders and management. Please vote to enhance shareholder value.

Please vote for Proposal four.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

The next item of business is the consideration of a stockholder proposal regarding simple majority vote counting. I'll now ask a qualified representative of the proponent to present the proposal. Please limit the presentation of your proposal to a maximum of three minutes. First, please identify yourself and provide the number of shares you represent.

Jonas Kron
Shareholder Proponent, Voice of Seattle

Good morning. My name is Jonas Kron, and I stand today on behalf of Investor Voice of Seattle to present Proposal Number Five of the proxy.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

How many shares is represented?

Jonas Kron
Shareholder Proponent, Voice of Seattle

They did not inform me.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

Go ahead.

Jonas Kron
Shareholder Proponent, Voice of Seattle

Which calls for a simple majority vote counting on all items presented to shareholders and to read the following statement: Unfortunately, it is a little-known fact that in corporate America, all votes are not counted the same. Companies are actually allowed to use different formulas to tabulate the votes on shareholder-sponsored items versus management-sponsored ones versus the board of directors. Though this may be permitted under state law, these practices change outcomes, which is why public interest investors like CalPERS support this reform, file resolutions with other companies seeking it, and contracted with GMI to rank the vote counting practices of America's 1,000 largest corporations. According to the GMI study, more than 48% of companies use simple majority vote counting, the same method of counting votes that has guided American elections for more than two centuries.

Companies that have changed their bylaws to adopt the simple majority standard include Cardinal Health, America's 19th largest company, Plum Creek Timber, the nation's largest private landowner, and a Delaware corporation, and Smucker's. In contrast to these examples of good governance, FedEx uses two distinct vote counting formulas in its proxy. On all matters other than board of directors, rather than set aside abstentions, FedEx takes each abstained vote and counts it like an against vote. This suppresses the vote for the item in question. To be clear, this is not required by Delaware state law, as seems implied in the company's statement of opposition. In fact, the so-called default approval standard is more properly regarded as the minimum practice that is allowed, what a company is left with if it does not adopt anything better.

Counting abstentions this way has many times been enough to take a majority vote, one that in the eyes of the SEC rightfully earned over 50% of shareholder support and allowed management to say that it had failed. It is not possible for FedEx to know what abstaining shareholders have in mind when they cast their ballots. Nevertheless, the company unilaterally counts each and every abstained vote as if it were an against vote. We question the fairness of these practices. This is not how votes are counted in democratic elections. It cannot fully honor voter intent and threatens shareholder value. Therefore, please join us in calling on FedEx to adopt simple majority vote counting across the board. Vote for Proposal Number Five. Thank you.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

The next item of business is the consideration of a stockholder proposal regarding hedging and pledging, a hedging and pledging policy. I'll now ask a qualified representative of the proponent to present the proposal. Again, please limit the presentation of the proposal to a maximum of three minutes. First, please identify yourself and provide the number of shares you represent.

Glenn Johnson
Shareholder Proponent, Amalgamated Bank LongView Fund

Good morning. My name is Glenn Johnson, and I'm here on behalf of the Amalgamated Bank Longview Fund to represent Proposal Number Six. By way of background, Amalgamated.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

How many shares do you represent?

Glenn Johnson
Shareholder Proponent, Amalgamated Bank LongView Fund

I'm getting to that. Amalgamated Bank Longview Funds are long-term shareholders in the company with over 82,000 shares. We invest on behalf of employee benefit funds for all of whom have long-term horizons and are relying on positive returns to fund their obligations to their beneficiaries. As such, the Longview Funds take a long view themselves and are actively encouraging governance practices at portfolio companies that promote good financial returns and avoid risk of share volatility or devaluation. As we have advocated in previous years with the company, our proposal asks the board of FedEx to address what we see as a risk involved when insiders pledge their holdings of company stock as collateral for personal loans. As ISS has stated in recommending a vote for our proposal, most investors believe that pledging company stock as collateral for a loan may have a detrimental impact on shareholders.

The forced sale of significant company stock may have a negative impact on the company's stock price, which will directly impair the value of investors' holdings at the company and indicates poor board stewardship. Since our initial dialogue with the company in 2010, we note that the company has made some improvements. Not only have the pledge positions slowly decreased, but the company has recently required that the lead independent director also sign off on any pledging by insiders at the company. We applaud these marginal steps but favor a clearer, broader policy. As we have offered in letters to the company for the past three years, we welcome a dialogue. We are disappointed the company has not responded to such requests for three years. We continue to urge enhancements of the company's pledging policy and welcome such a discussion. Thank you.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

The next item of business is the consideration of a stockholder proposal regarding political disclosure and accountability. I'll now ask a qualified representative of the proponent to present the proposal. Again, please limit it to a maximum of three minutes and state your name and the number of shares.

Dan Willett
Shareholder Proponent, Proxy Access for Shareholders

Is this Proposal Eight?

Frederick W. Smith
Chairman and CEO, FedEx Corporation

It's the regarding political disclosure and accountability, Proposal Eight.

Dan Willett
Shareholder Proponent, Proxy Access for Shareholders

Oh, okay. And then we'll get back to Proposal Seven?

Frederick W. Smith
Chairman and CEO, FedEx Corporation

Wait a minute. I'm sorry. Go ahead. Listen, it's 8. We'll take them out of order.

Dan Willett
Shareholder Proponent, New York City Comptroller's and Trustees of The New York City Pension Funds

Okay. All right. Good morning. My name's Dan Willett. On behalf of the New York City Comptroller , Scott M. Stringer, and trustees of the New York City Pension Funds, owner of 669,000 shares, I present the resolution calling on our company to disclose its policies and procedures for providing detailed information on the use of corporate resources to make both direct and indirect political contribution and expenditures. Corporations can now use unlimited resources to influence the political process after Citizens United struck down limits on independent campaign spending by individuals and organizations in 2010 as a violation of First Amendment right to freedom of speech. This is now made worse by the McCutcheon case in April this year that struck down aggregate limits on direct and indirect contributions to political candidates, also as a violation of the First Amendment.

The result has been an unleashing of money from deep-pocket groups, individuals including corporations and organizations to influence election outcomes and to support or oppose legislation such as the Healthcare Affordability Act. This ability to disproportionately influence elections and issues corrodes democracy. Absent full disclosure of political spending activities, shareholders have no way of ensuring that such corporate political contributions are consistent with advancing the policy objectives and long-term interests of our company. The lack of transparency poses financial and reputational risk to our company. Target Stores, for instance, faced a backlash of protests and boycotts after it donated to a politician that opposed same-sex marriage. FedEx's disclosure falls short of best practices in a number of ways. FedEx does not independently disclose a list of its corporate political contributions. It does not disclose its membership in or contributions to trade associations that could spend to influence political campaigns.

Neither does it disclose the portion of its dues to these organizations that allows to go toward influencing lobbying and the political process. We believe that our company should be proactive and establish the proposed good governance practice of adopting policies and fully disclosing information on its political spending activities. Over 100 companies have already agreed to do so. We urge you to support our proposal.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

And I think, Mr. Willett, you're going to do Seven as well, right?

Dan Willett
Shareholder Proponent, New York City Comptroller's and Trustees of The New York City Pension Funds

Yeah

Frederick W. Smith
Chairman and CEO, FedEx Corporation

I'm sorry. My page is stuck together here. This should be Proposal Seven. The item of business is the consideration of a stockholder proposal regarding tax payments on restricted stock awards. So I'll now ask you to present the proposal. The same rules apply.

Dan Willett
Shareholder Proponent, Teamsters General Fund

Good morning. Again, I'm Dan Willett, representing the Teamsters General Fund as shareholder of 176 shares. Our proposal calls for the board of directors to adopt a policy of not paying personal taxes on restricted stock awards to named executive officers. We believe that executives can pay their own taxes. In addition, the primary competitor of our company, United Parcel Service, has executives pay their own taxes. We urge your support for Proposal Seven.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

That concludes the presentation of the formal agenda items for the meeting. Finally, as discussed in the proxy statement, a group of stockholders has notified us of their intent to make a floor proposal at this meeting relating to FedEx's sponsorship of FedEx Field. I will now ask a qualified representative of the proponents to present their floor proposal. As on the other proposals, please limit the presentation to a maximum of three minutes. Before you begin the presentation of the floor proposal, please identify yourself, each of the stockholder proponents, and the number of FedEx shares each stockholder proponent owns.

Susan White
Shareholder Proponent, Oneida Trust

Good morning. My name is Susan White, and I represent the Oneida Trust of the Oneida Tribe of Indians of Wisconsin, who own 36 shares of FedEx. Good morning. My name is Susan White, and I'm Oneida. The Oneida Tribe of Indians of Wisconsin is a federally recognized tribe west of Green Bay with nearly 17,000 registered tribal citizens. For 5 years, the Oneida and its co-filers have been talking with FedEx about the controversy surrounding the name of the Washington, D.C. NFL franchise and FedEx's association through its naming rights for the team stadium. Thank you for that. Native Americans have fought harmful mascots for over 50 years. Much of mainstream America does not know the true history of Native Americans. They do not know the Washington, D.C. franchise's name, Redskins, the dehumanizing word for Native American peoples and others concerned about human rights.

The Washington team name traces back to colonial times when bounties were paid for the skins of Native men, women, and children and traded like animal hides. The term did not honor Indian peoples then, and today it represents racism and genocide. Much of Native America is presented by others to mainstream society and stereotypes. We are the only race of people dehumanized by an NFL team. There are a few national teams that still use terms that objectify us, but the Washington Redskins is the most egregious. The day will come when society will no longer tolerate logos and mascots based on a race of people. The National Congress of American Indians and its supporters have sent letters to the NFL and to our chairman of FedEx. They've asked our chairman for help in getting the team to change the name.

NCAI supporters have beautifully countered the team's name with an advertisement which identifies Native Americans as survivors, patriots, and resilient, but not as Redskins. I urge you to watch the ad, which is on the internet. It is titled, "Proud to Be." The following have all raised awareness and supported the name change in one form or another. The Oneida Indian Nation of New York, the Osage Nation to Change the Mascot campaign, 50 United States senators, President Obama, the mayor of D.C., the U.S. Patent and Trademark Office, former Federal Communications Commission officials, the California Assembly, the television show South Park, and the Daily Show. I cannot list them all. There are protests and boycotts by fans on teams' road trips.

The number of those who stopped using the team name is growing, such as NFL analysts, broadcasters, bloggers, sports writers, newspapers, a former NFL quarterback, a Super Bowl-winning head coach. FedEx's association with the team is regularly raised in the media, which is linking FedEx's sponsorship to the shameful mascot. There are boycotts of FedEx by petition organizations, religious institutions, and now the Osage. More institutions and tribes will follow. We strongly believe the Washington, D.C. NFL football franchise must stop using the term for its name. Like other corporations, FedEx should protect its values and shareholders' values by discontinuing its association with names that disparage Native peoples. We're hopeful FedEx's board and management are sensitive to these concerns and will work in positive ways to address racist names and logos.

I therefore now present for a vote the shareholder floor proposal, which requests the FedEx board take the steps necessary to drop or distance ties to the team logos and our stadium sponsorship until the Washington, D.C. football team franchise abandons its degrading name. Thank you very much for your time and consideration.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

That concludes all of the proposals. Is there a registered stockholder or a stockholder who brought a legal proxy with them to the meeting who wishes to vote on the floor proposal? Please raise your hand so we may distribute a separate ballot for this proposal. If you previously voted by proxy, the proxy holders have discretionary voting authority with respect to this floor proposal and will use such discretion to vote against the floor proposal as described in the proxy statement. If you submitted a proxy, you do not need to complete a separate ballot for the floor proposal unless you wish to cast a different vote. Not seeing any hands, we'll proceed. Now, ladies and gentlemen, I would like to open the floor to any discussion regarding these proposals.

Any questions or comments relating to any of the proposals should be made at this time, not during the general question and answer period following the conclusion of the meeting. Please remember, questions or statements that are irrelevant to the business of the company or repetitious of questions or statements by other stockholders will not be permitted. If there are any questions or comments not directly related to these proposals, please defer them until after the conclusion of the meeting. The audience will then be given the opportunity to ask general questions at that time.

Valerie Heinonen
Shareholder Proponent, Dominican Sisters of Hope and Mercy Investment Services

Good morning, fellow shareholders. I'm Sister Valerie Heinonen speaking on behalf of the Dominican Sisters of Hope and Mercy Investment Services, Inc., both of which are FedEx investors holding 70 and 85 shares, respectively. Mercy is a co-sponsor of the resolution, and the Dominicans as well are co-sponsors of the resolution moved by Susan White of the Oneida Trust. As I indicated previously several years ago, Mercy, and I'm repeating it because it's a good comment, Mercy entered into dialogue on equal employment opportunity and diversity with FedEx. All proceeded calmly, and FedEx developed a policy, reported on it, and implemented it further. We expected the same sort of dialogue when we began filing our resolution, asking FedEx to distance itself from the D.C. team. I didn't realize we had been doing this for five years. Time goes quickly as you age.

Again this year, Mercy Investment Services filed a resolution asking for that distancing. Unfortunately, the Securities and Exchange Commission staff either didn't read our response or did not see the mounting public pressure, now including a sign-on investor letter with 103 entities signing that letter, evidenced by the numbers of public media. Susan went through a list. I won't repeat that. But the SEC didn't see that as important enough to.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

Sister Valerie Heinonen to do this, but you're coming up to the limit of your time.

Valerie Heinonen
Shareholder Proponent, Dominican Sisters of Hope and Mercy Investment Services

Okay. I just have a couple more sentences. If I didn't add to this, I would have been quicker. Important enough to rule in favor of the investors. Due to the SEC ruling, we again joined the Oneida Nation Trust in refiling our floor resolution. We strongly believe it does not benefit FedEx to be associated with racist words or images. We investors believe we have brought before you a matter of human dignity and justice, no matter how unpopular those kinds of values may be in our current, increasingly mean and vindictive U.S. society. Thank you for your attention.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

Go right ahead.

Reed Montague
Shareholder Proponent, Calvert Investments

Okay. Good morning. I'm Reed Montague with Calvert Investments. Today, Calvert Investments is here as a co-sponsor of the floor resolution, which asks FedEx to reassess its involvement with the Washington football NFL team name and to distance itself from the team name due to the impact on many American Indians and others. Overall, with more and more Americans questioning whether professional football should support such a name, sponsors who remain affiliated with the team are heightening their reputational risk and scrutiny. It may only be a matter of time before FedEx faces increased challenges around this issue. As investors, we want to see that your company is well aware of the risks it is facing, including those affecting its reputation.

While we understand the company has a long-term commitment in place as the sponsor of FedEx Field, there are still numerous strategies and steps the company can take to distance itself from the Washington NFL team until a name change occurs. We believe that the company has the potential to be a strong leader on this issue, as it has been on so many others, such as the environment and on corporate citizenship, which we greatly appreciate. We ask you to address our concerns, review the situation, and develop and disclose any plans. It takes so long to build a corporate reputation, as I'm sure you guys know far better than I, and so little to tarnish it. We want to see FedEx remain a strong and viable brand and to do the right thing while maintaining success and continuing to grow. Thank you.

Jonas Kron
Shareholder Proponent, Trillium Asset Management

All right. Mr. Chairman, my name is Jonas Kron of Trillium Asset Management, and the 30 shares I represent are in support of the floor proposal. I think we've heard today some very strong and compelling moral and financial arguments for why the company should distance itself from the Washington football team, and I wholeheartedly agree with those very powerful arguments. But with my limited time, the argument I would like to offer in support of the Oneida's floor proposal is a practical one. It is inevitable that the team name will change. Maybe it'll be this year, maybe next, maybe the year after. Maybe it'll be because the sponsors distance themselves from the team. Maybe it'll be because the NFL or the owners feel is no longer a supportable position.

Maybe it'll be because the George Washington University law professor who has filed FCC petitions objecting to the name become too burdensome for broadcasters to resist. Maybe it'll be some combination of these, or maybe it'll be something that has not happened yet. But it will happen one day. And it is likely to be the kind of thing that happens like the Hemingway quote about bankruptcy. It happens slowly at first, and then all of a sudden. In light of that, I think it is in the company's best interest to be a positive contributor to that endpoint, to be part of the solution, and to plan for it. We think that distancing itself now from the team name is the best way for FedEx to do that.

But at the very least, I urge the chairman and all of the people responsible for relations with the Washington team to express to their contacts at the team that now is the time to develop an exit strategy, to put in place the plan to change the name, because when the all of a sudden happens, it will be much easier for FedEx if it is done with a plan. Right now, it is happening relatively slowly, but that day is not far away that it'll happen all of a sudden. And we believe FedEx should prepare for that day. Thank you.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

There's another comment here.

Ron Wickens
Shareholder Proponent, FedEx Corporation

Ron Wickson, approximately 140,000 shares. I'm a full-blood Indian on the tribal roll from the state of Oklahoma, and I'm proud to be called a Redskin. My parents, my grandparents were given farms just before Oklahoma became a state and they had the land rush into Oklahoma. I still own those farms in Oklahoma. I'm proud to be called a Redskin. I would be offended if somebody called me a White skin. But I think the American Indians ought to be doing the talking instead of the people that are complaining about the name. I like the word Redskins. I'm a big fan of the Redskins football team. I think it's just a thank you.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

All right. I believe that concludes discussion on the proposal. We'll now have the Inspector of Election give a report on the preliminary voting results. First, have all stockholders who received ballots marked them and turned them in. I don't think we had anyone, so that's not applicable. So we now seem to have all the ballots. I hereby then declare the polls closed at 8:32 A.M. Central Time on 29 September 2014. I'll now ask the Inspector of Election to report on the preliminary voting results for each of the proposals.

John V. Ruocco
Assistant Vice President and Senior Relationship Manager, Inspector of Election, Computershare Trust Company

Mr. Chairman, there are present at this meeting in person or by proxy 252,372,904 shares of the company's common stock out of a total of 283,957,730 shares outstanding and entitled to vote. With respect to proposal one, the election of directors, each director nominee received more votes cast for such nominee's election than against such nominee's election. With respect to proposal two, the advisory resolution to approve Named Executive Officer compensation, a majority of the shares present in person or represented by proxy and entitled to vote have been voted in favor of this proposal. With respect to proposal three, the ratification and appointment of the independent registered public accounting firm, a majority of the shares present in person or represented by proxy and entitled to vote have voted in favor of this proposal.

With respect to proposals four through eight and the floor proposal, a majority of the shares present in person or represented by proxy and entitled to vote have voted against these proposals.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

Thank you, Mr. Ruocco. To summarize the voting results, each of the director nominees has been duly elected to serve as a director of the company. The advisory resolution to approve Named Executive Officer compensation has been approved. The appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for fiscal year 2015 has been ratified, and no stockholder proposal has been adopted. Please note that the voting results announced by Mr. Ruocco are preliminary. Final voting results will be included in a Form 8-K filed with the Securities and Exchange Commission 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 will conclude with some brief remarks and a corporate overview followed by a general question and answer session.

Fiscal year 2014 that ended May 31st was a year of decisive action and superior returns for FedEx. We initiated the largest share buyback program in our history, reaffirming our confidence in the company's strategy and long-term growth potential. We completed the program this summer, buying a total of 42 million shares since FY 2013 for $5.6 billion at an average cost of $134 per share. We increased our quarterly dividend by $0.05 per share, a reflection of our commitment to growing shareholder value. Our FY 2014 capital spending was $3.5 billion, primarily to fund both the FedEx Express aircraft fleet renewal and FedEx Ground expansion. Despite the toughest winter in FedEx history, we delivered record volumes with outstanding service metrics thanks to the stellar performance by our team members around the world.

Fiscal year 2014 also saw impressive gains in our stock price, which has continued into this new fiscal year. Each of our operating companies made its own unique contribution to a great year. FedEx Express opened two new hubs, one in Osaka and one in Mexico City. Additionally, Express hit a milestone in Europe, opening our 100th new station in fewer than three years. Adding to our global network was the acquisition of Supaswift operations in South Africa and six other African countries to take advantage of burgeoning growth on that continent. As I mentioned earlier, we've been hard at work updating our Express fleet with the most efficient aircraft possible. We currently have 112 757s, 25 777s, and six 767s. The last of our 727s was retired in July 2013.

Finally, I should note again that our $1.6 billion profit improvement plan announced in 2012 at FedEx Express is on track. FedEx Ground continued to grow market share bolstered by increases in e-commerce in particular. In fact, FedEx Ground has led the industry in revenue share growth for more than 14 consecutive years. Last fiscal year, we invested nearly $1 billion in FedEx Ground, 90% of that going towards expanding the FedEx Ground network capacity. Ground is faster to more locations than our primary competitor. Our annual transit times have consistently accelerated our speed advantage. Over the last decade, we have improved transit times by at least a day in 73% of our FedEx Ground lanes. FedEx Freight enjoyed improved margins last fiscal year and is adding to our bottom line in important ways.

As the industry leader in revenue and volume market share, FedEx Freight is making less than truckload shipping easier than ever. In LTL, where pricing is often complicated and many transactions are manual, our newly improved online shipping tools help customers process more shipments in less time. Excuse me. FedEx Freight is the only carrier to offer two shipping options, Priority and Economy , and about 87% of our customers use both. FedEx Freight continues to improve its transit times in the United States and across American and international borders. FedEx Services provides sales, marketing, and IT support for our entire portfolio and allows us to offer customers an unmatched set of solutions. In this regard, FedEx generates about 96% of U.S. revenues from customers who use two or more operating companies. FedEx Services continues to develop innovative new technology that helps create smoother supply chains for our customers.

FedEx Office, a unit of the services segment, is hitting its stride with a number of innovations. For shippers needing an extra hand in packing, we're debuting Pack Plus services at office locations across the U.S. FedEx Office is also testing other new retail concepts such as Ship&Get automated lockers. I'm also pleased to report that FedEx was once again recognized by Fortune as one of the world's 10 most admired companies and number one in the delivery industry. We were also named to Black Enterprise's 2014 list of 40 best companies for diversity. A Forbes writer called FedEx one of the 25 companies investing the most in America's future. Altogether, these businesses invested $152 billion last year in property, plant, and equipment.

One more note, we'd like to welcome two new board members, Marvin Ellison, who has broad operations and logistics experience, and Kimberly Jabal with a background in information technology, social media, finance, and operations. Also, as noted previously, Steve Loranger is retiring from our board, and I again want to thank Steve for eight years of outstanding service. We wish you well in the future. FedEx had a successful fiscal year 2014, and we expect continued revenue and earnings growth in FY 2015, assuming moderate growth and stable fuel prices. Thank you. We'll now entertain any general questions relating to the business of the company.

Valerie Heinonen
Shareholder Proponent, Dominican Sisters of Hope and Mercy Investment Services

Sister Valerie Heinonen and Mercy Investment Services and the Dominican Sisters. I have two questions. One is, can we get the numbers or at least percentages on the resolutions when the meeting is finished?

Frederick W. Smith
Chairman and CEO, FedEx Corporation

Well, as I mentioned, sister, I think the numbers will be filed in the 8-K shortly after the meeting, so they'll be publicly disclosed.

Valerie Heinonen
Shareholder Proponent, Dominican Sisters of Hope and Mercy Investment Services

Okay. So the answer is no. The other question...

Frederick W. Smith
Chairman and CEO, FedEx Corporation

I'm sorry. The answer is what?

No.

Well, you'll get them as I think that the proper response is that we have to disclose information to all investors simultaneously under Regulation FD of the Securities and Exchange Law. So no, we will not provide you information that we do not provide all other investors at the same time. I wish we could be more accommodating, but that's the law.

Valerie Heinonen
Shareholder Proponent, Dominican Sisters of Hope and Mercy Investment Services

Thank you. My other question is related to issues where policies are set that are not strictly financial auditing. And I'm wondering, for example, you mentioned the award that you got for diversity. I also know from just briefly going through this year's annual report that you have some good presentations on environment and investment in, for example, local co-ops to help people get ahead. So I'm wondering how you what kind of metrics you're thinking about for measuring your success along those lines. I think those kinds of questions are getting raised more and more, usually under the umbrella of sustainability. But I'm just wondering how the auditing or discussion goes along those lines, along the social impact lines.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

Well, the answer to the question is we measure those things that are measurable and try to make good qualitative decisions in those areas that are not quantitatively measured. In regard to the former, in our corporate social responsibility or CSR report, we note that we have made outstanding progress in reducing fuel consumption in our FedEx Express fleet much beyond the original goals. As I mentioned in my prepared remarks, we're refleeting the FedEx Express fleet at the savings of hundreds of millions of gallons of fuel and reduction in CO2 emissions, as well as giving us a more reliable and competitively capable air fleet. We have numerous solar investments around the country.

In fact, the Strategic Management Committee last week was at FedEx Trade Networks in Buffalo, New York, to open up a new building there, which I believe I'm correct is one of the largest solar arrays in New York. On a more qualitative basis, when there are disasters, FedEx views the situation a little bit like your neighbor having a hose of your house catches on fire. We have 95,000 vehicles, 650 airplanes. So one of our CSR initiatives is to try to provide relief for Red Cross, Direct Relief International, Heart to Heart, and we're proud of the role we played in China, Haiti, Guatemala, Pakistan, and other places doing that. So I think we measure our CSR as well as we can. We're committed to it because it's good business and it's the right thing to do.

Valerie Heinonen
Shareholder Proponent, Dominican Sisters of Hope and Mercy Investment Services

Yeah. The question when we were back talking about diversity and such, we kind of left it with how do you measure diversity or what can you do? What kinds of metrics can you use?

Frederick W. Smith
Chairman and CEO, FedEx Corporation

Well, we measure diversity in terms of women.

Valerie Heinonen
Shareholder Proponent, Dominican Sisters of Hope and Mercy Investment Services

Wait. I'm not finished with my sentence. I think it's easier to do here in the U.S., but in places like India where color isn't the issue. So I think all these, when we talk global, I just think that there are other impacts. That's all I'm saying.

Frederick W. Smith
Chairman and CEO, FedEx Corporation

Well, the only thing I can say to that is the following. We have about, in the FedEx system around the world, about 350,000 team members. We have a very large complement of folks offshore. And I believe I'm correct that we have less than 50 expatriate Americans in those operations. So in the main, the Indian operations are run by Indian citizens. And we operate in accordance with the laws of India inside India. So that's the best way I can answer that. Are there other questions to come before the meeting? None? In that case, I'll thank you for your attendance and look forward, the good Lord willing, to seeing you next year. Thank you.

Powered by