Good morning, ladies and gentlemen, and welcome to the annual stockholders' meeting of FedEx Corporation. I am Frederick W. Smith, Chairman of the Board, President, and Chief Executive Officer of the Corporation. We appreciate the interest of the stockholders who have come to the meeting, and we thank you for being here. This meeting is being webcast live. I would also like to welcome our stockholders who have joined us via that webcast. I'll begin by introducing the other members of our Board of Directors, and as I call your name, I'd appreciate it if each of you would stand and be recognized. Jim Barksdale, John Edwardson, Shirley Jackson, Steve Loranger, Gary Loveman, Brad Martin, Joshua Ramo, Susan Schwab, Joshua Smith, David Steiner, and Paul Walsh.
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 Ruocco, Relationship Manager of Computershare Trust Company, our Transfer Agent, who has been appointed and duly sworn as Inspector of Elections. 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 2012 financial statements. As each of you entered the meeting room this morning, you were given a copy of the agenda and 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. I'll now call the meeting to order. Ms.
Richards will report on the giving of notice of the meeting and the presence of a quorum.
Mr. Chairman, I have a complete list of the holders of record of the company's common stock at the close of business on July 30, 2012, 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 13, 2012, the notice of annual meeting, the proxy statement, the proxy, the 2012 annual report, and a postage-paid, prepaid return envelope were mailed to the stockholders of record on July 30, 2012. 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.
Thank you, Ms. Richards. A copy of the affidavit will be filed with the record of this meeting. The polls for each proposal are now open at 10:03 A.M. Central Time on 24 September 2012. 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. If you've previously voted by proxy, please do not fill out a ballot unless you wish to change your proxy vote. If you're voting by ballot, please mark your choices for each item of business and return the ballot to a FedEx representative when you're finished.
The audience will have the opportunity to ask any questions related to these proposals after all of the proposals have been presented. Please defer any questions or comments related to the proposals until such time. If you have any questions that are not directly related to the proposals, you'll have the opportunity to ask them at the conclusion of the meeting. Now, the first matter to be taken up 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 2013 annual meeting and until his or her successor is duly elected and qualified. The nominees are as follows: James L. Barksdale, John A. Edwardson, Shirley N.
Jackson, Steven R. Loranger, Gary W. Loveman, R. Brad Martin, Joshua Cooper Ramo, Susan C. Schwab, Frederick W. Smith, Joshua I. Smith, David P. Steiner, Paul S. Walsh. The second item of business 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, 2013. The next item of business is a 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 2012 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.
The next item of business is the consideration of a stockholder proposal requiring an independent board chairman. I will now ask a qualified representative of the proponent to present the proposal. Please identify yourself and identify the number of shares which you represent and the organization owning those shares, and then limit your presentation of this proposal to a maximum of three minutes. Now, where is Mr. Mazzoli today?
I'm stumbling for him.
My goodness. Well, give him my regards. This will be his seventh year he would have been here. I hope he's not ill.
He is not. He's okay.
Okay. Well, go right ahead.
I have my regards.
Please identify yourself.
I'm Dan Willett, representing 176 shares owned by the International Brotherhood of Teamsters. Good morning. I request that shareholders join us in supporting Proposal 4. This proposal calls for a company policy that our chair be an independent director. Of course, this should be done in a way that does not violate any current contractual obligations. The policy should include a process for the contingency of the chair ceasing to be an independent director between annual meetings and for the contingency of no independent directors being willing to serve as chair. Our proposal is endorsed by two proxy advising services, Institutional Shareholder Services and Glass Lewis. We urge your support for Proposal 4.
The last item of business is the consideration of a stockholder proposal regarding a political contributions report. I will now ask a qualified representative of the proponent to present the proposal and to identify themselves and the number of shares they represent and the owner of those shares. We've got it on record, Mr. Willett.
Yes. Okay. Good morning. My name is Dan Willett, and I'm here on behalf of the New York City Comptroller, John C. Liu, and the trustees of the New York City Pension Funds. I hereby present the resolution calling on our company to disclose its policies and procedures for political contribution and expenditures, both direct and indirect, made with corporate funds, and monetary and non-monetary contributions and expenditures. Direct and indirect used to participate or intervene in any political campaign on behalf of or in opposition to, and any candidate for public office, and used in any attempt to influence the general public or segments thereof with respect to elections or referenda. Absent disclosure of a system of accountability, company assets can be used for policy objectives that may be inviolable to the long-term interest of and may pose risk to the company and its shareholders.
The 2010 Supreme Court ruling in Citizens United v. Federal Election Commission overruled two legislative precedents that restricted corporate political spending, a decision that 62% of the American public opposes because of the potential to unduly influence political decisions and government policy through lobbying and contributions. The result has been an unleashing of money for influence in the current election cycle and the rise of Super PACs and the support and opposed legislation such as the Healthcare Affordability Act. This now makes disclosure and transparency even more imperative, and groups are clamoring for this to occur.
Accordingly, the proposal calls for the report to include an itemized accounting of the identity of the recipients, as well as the amount paid to each recipient of the company's funds that are used for political contributions or for or against candidates for public office, or to influence the general public or segments thereof with respect to elections or referenda, and identify the person or persons in the company who participated in making the decision to make the political contribution or expenditure. Finally, the report shall be presented to the audit committee of the Board of Directors or other relevant oversight committee and posted on the company's website. Thank you.
Now, ladies and gentlemen, I would like to open the floor to any discussion regarding these proposals. If there are any questions or comments not directly related to these proposals, as I said previously, please defer them until after the conclusion of the meeting. The audience will be given the opportunity to ask general questions at that time. Yes. Mr. Willett, I'm not sure how many of the New York folks represent. Yeah. Oh, yes. Of course. Yeah. Yeah. Well, anyway. Any other—yes, sir. Go ahead.
I have a question for nominee John Edwardson as chair of the audit committee. The audit committee's charter states that it's responsible for periodically reviewing the company's policy for hiring employees and former employees of the company's current and former independent auditors. However, we believe that the potential for conflict of interest runs in both directions, and we have concerns about the company's reliance on an outside auditor for which the company's principal accounting officer, John Marino, was previously employed. Mr. Marino was a senior audit manager and our auditor, Ernst & Young in Akron, Ohio, when the firm audited Caliber Systems. When FedEx bought Caliber, Marino joined the FedEx accounting team. FedEx retained Ernst & Young in 2002 after the collapse of its previous auditor, Arthur Andersen.
Does FedEx have a policy about whether and in what ways employees who were previously employed by audit firms are permitted to participate in the process of engaging the independent auditor? If it does, where can this policy be found, and does the audit committee review it periodically? If not, why not?
Mr. Edwardson?
The answer to the question, and who asked the question? Okay. Mr. Lernon? Okay. We do indeed have such a policy. We review it at least annually, if not more than annually. I think that when John joined the company, Arthur Andersen was at that point in time auditing the books of the company, not Ernst & Young. So at the time that he joined the company, he came from a completely different, and the rules have changed since that point in time. So we do pay attention to the policy. We know every single person that works at the company, including close relatives of people who work at Ernst & Young, and we follow this regularly.
Any other comments or questions on the proposals? All right. I believe that concludes discussion on them. So we'll now have the inspector of election report on the results of voting. First, have all the stockholders who received ballots marked them and turned them in? If you still have a ballot, please raise your hand so we may pick them up. One up there to the right should be picked up. One to the left. Another one? That one in the back there? Are you shading your eyes? Okay. Meant to put Mr. Willett up there. But he got away from us. That's a joke, by the way. Okay. We now seem to have all the ballots. I hereby declare the polls closed at 10:15 A.M. Central Time on 24 September 2012. Time to add those in?
I'm going to do it real quick.
I will now ask the Inspector of Election to report on the results of the voting for each of the proposals.
Chairman, there are present at this meeting in person or by proxy 279,072,622 shares of the company's common stock out of a total of 313,999,414 shares outstanding and entitled to vote. With respect to proposal number one, the election of directors, each director nominee received more votes cast for such nominees' election than against such nominees' election. With respect to proposal number two, the ratification and appointment of the independent registered public accounting firm, 277,511,858 shares have been voted in favor of this proposal, and 1,186,406 shares have been voted against this proposal. With respect to proposal number three, the advisory resolution named executive officer compensation, 241,690,478 shares have been voted in favor of this proposal, and 10,462,746 shares have been voted against the proposal.
With respect to proposal number four, the stockholder proposal regarding an independent board chairman, 71,802,286 shares have been voted in favor of this proposal, and 179,662,222 shares have been voted against the proposal. With respect to proposal number five, the stockholder proposal regarding a political contributions report, 54,633,276 shares have been voted in favor of this proposal, and 159,449,841 shares voted against the proposal.
Thank you, Mr. Ruocco. To summarize the voting, each of the director nominees has been duly elected to serve as a director of the company. The appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for fiscal year 2013 has been ratified. The advisory resolution to approve named executive officer compensation has been approved, and no stockholder proposal has been adopted. Now, ladies and gentlemen, that concludes the official business portion of this 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. Again, welcome to this 2012 shareholders' meeting. Fiscal year 2012 that ended last May 31st was a record year for FedEx, and our portfolio continued to shine.
From FedEx Ground's record volume to FedEx Freight's return to profitability to improved margins at FedEx Express. Overall, we grew revenues by 9% and our earnings per share by 40%. Cash increased by 22%, and return on invested capital was 11.9% compared to 9.2% the previous fiscal year. We're particularly proud of these achievements in light of an unsteady environment with fluctuating oil prices, troubling Asian and European economies, and a slowly recovering U.S. economy hampered by pre-election indecision. So how did we do this? We did it by pursuing our long-term strategies with focus and determination. We took some big steps in fiscal year 2012 that we think will help us better serve our customers and markets around the world. The populations of Brazil, Russia, India, and China and other countries have been in the process of becoming consumers as well as producers for a number of years now.
Our recent acquisition of transportation companies in Poland, France, and Brazil are providing customers in those important markets with better domestic services and improved access to global markets. We continue to look for opportunities that fortify our position in various markets around the world. What else did we do to strengthen our networks? We're refleeting with new aircraft that cost less to operate, use less fuel, and reduce emissions. We continue to look for opportunities to speed up lanes, increase efficiencies in sorting and loading, and offer new options to our customers. Considering the slow-to-recover economy, some customers are trading off speed for cost savings, and that's a trend we believe will continue for the foreseeable future, likely even when economic conditions improve.
In fact, we saw that mode shift coming years ago from priority shipping to deferred and from express shipping to ground in many cases, and we started making smart investments in our networks to take advantage of it. High-value technology products are now typically being shipped as part of new product launches, and FedEx Express, with its large fleet, can quickly flex for these episodic events, adding extra flights as needed. We are starting to see more customers turning to ocean freight over international commodity air freight for bulk shipments, and we're investing in this business through our FedEx Trade Networks unit, which now has 130 offices worldwide.
Our express operating company is increasingly focused on the international market, and although global trading conditions are tough at the moment, we believe our competitive position and strategic initiatives at FedEx Services and FedEx Express will increase our earnings significantly over the next few years. FedEx Ground, we believe, is another example of how our long-range strategies are paying off in a big way. Ground, which has taken market share for 52 straight quarters, had an outstanding fiscal year 2012, delivering 18.4% operating margins and accounting for more than half of our operating profit. We've reduced transit times at least one full day in 71% of our ground U.S. transit lanes over the last several years, and we are faster to more places than any other ground carrier. FedEx Ground has outstanding capital returns.
The transformation of FedEx Freight, which you could say reinvented the LTL or less-than-truckload freight industry recently, is also now paying off. Our first-class value proposition is making customers extremely happy. FedEx Freight staged a strong comeback with a return to profitability in fiscal year 2012 and grew revenues 8% year-over-year. FedEx Freight is implementing routing and scheduling changes to save customers' time and move their traffic more efficiently. FedEx Office is investing in its cloud-based and mobile platforms to meet increased customer demand for convenient and flexible printing solutions. In addition, FedEx Office is refreshing, right-sizing, and relocating stores, as well as aggressively negotiating savings on leases, equipment, and supplies. In all these investments, greater efficiency and higher customer satisfaction are FedEx's key goals. In addition to all of this, we're making great progress in our ongoing commitment to sustainability.
Many of you heard us say five years ago that FedEx would seek to reduce its carbon emissions intensity from our aircraft and vehicle fleets by 20% by the year 2020 as compared with our 2005 performance. In 2012, we nearly achieved these goals. As a result, we are upping our goal to 30% reductions by 2020. Now, none of this would have been possible, of course, without our outstanding FedEx team. They're the ones who deliver excellent service and performance every day. Let me share a few of their accomplishments with you. In fiscal year 2012, FedEx was recognized as number 6 on Fortune's World's Most Admired Companies list and in the top 5 on the Great Place to Work Institute's World's Best Multinational Workplaces list. A FedEx Freight driver, Don Logan, was recognized as a top driver in the National Truck Driving Championship.
This is the third time FedEx has won the championship in the past 9 years. This past year, we rolled out the first Quality-Driven Management for QDM Cup. Our three medalists, gold, silver, and bronze, saved FedEx money and satisfied customers by applying the principles of our world-renowned Quality-Driven Management system. There's no doubt about it, we did some great things in the year just passed, but we are certainly realistic about the current fiscal year. We know now that we're up against some very lackluster economic predictions. For FY 2013, the year that started June the 1st, we expect 1.9% growth for U.S. GDP. For the world as a whole, we forecast fiscal year 2013 growth to be 2.4%, the same as last year. Now, despite this low-growth environment, we believe we have several advantages that will help us weather turns in the marketplace.
Our strategy to compete collectively, operate independently, and manage collaboratively is a great advantage for us. This unique strategy allows us to put the right resources against the specific needs of our customers in each market segment. Second advantage is our superior competitive position. As I described previously about our triple sevens and our fast ground network, we've got, quite simply, the best networks in the biggest markets. And with the changes at FedEx Freight, they now have an unparalleled competitive position in their segment. Our distinctive FedEx culture, based on our people service philosophy and our purple promise, which says, "I will make every FedEx experience outstanding," are key elements in our belief in future success. Our unwavering focus on improving the customer experience through our quality-driven management system, which reduces costs simultaneously while improving service by eliminating rework and remediation activities, is a major competitive advantage.
Our sales and marketing prowess in putting together customized solutions for the evolving supply chains of our customers is an important attribute that will pay off for FedEx in the years to come. Then finally, our pervasive use of leading-edge technology to save money, streamline processes, and develop new services and conveniences for our customers bodes well for the future. Not only are we decreasing costs through QDM and technology, but in FY 2013, we'll offer voluntary buyouts to eligible employees in FedEx Services and FedEx Express, which will further reduce costs. We'll talk in more detail about that initiative at our investors' and lenders' meeting in two weeks here in Memphis on 10 October.
Going forward, we believe we can continue to improve FedEx's financial performance through vigilant adherence to our strategies and to our purple promise, which again says simply, "I will make every FedEx experience outstanding." And that's what we also intend to deliver to our shareholders, our customers, and our team members. Thank you very much for your kind attention. I'll be happy to take any questions you might have. Could you identify yourself, please?
My name is Starner Jones. To what extent does FedEx reflect the vibrancy of the American economy or the lack thereof?
The American economy. Well, there's no question about the fact that as big as FedEx is at $43 billion in revenues and counting, we are closely tied to the macroeconomic trends of both U.S. and world trading economy. The U.S. economy, as has been commented upon by countless people, is in a low-growth mode.
Our prediction, and we have a wonderful economics forecasting group led by Gene Huang, who's one of the great corporate economists in the world today, has growth rates for calendar 2013 at only 1.9%. Now, having said that, as I said in my remarks, we believe we have strategies which will continue to allow us to take market share in all of the major segments: express, ground, and freight for the reasons that I mentioned. We have competitively superior networks, and we think we have competitively superior strategies.
But we certainly are not immune, particularly in these last few months, to the significant slowdown that the world has seen because of the European malaise, problems in China, and the low-growth environment in the United States, and most recently, the very certain and well-documented phenomenon of people holding back on economic decisions and investments because of the concern over the fiscal cliff that was put into the legislation over a year ago, and it has to be addressed, or we're going to have significant economic turmoil when the government reduces all kinds of entitlement spending, defense spending, and so forth. So I hope that answers your question. Yes. Identify yourself, please. Yeah.
My name's David Almasi. I'm a personal shareholder, and I'm also representing the National Center for Public Policy Research, the Research and Education Foundation in Washington, D.C.
I'd like to address FedEx's continued relationship with the American Legislative Exchange Council, or ALEC. I just want to say good for you, good for your shareholders, good for your employees, good for your vendors, and good for your customers. There's probably someone in this room right now of left-wing political orientation who's chomping at the bit, waiting for a chance to demand that FedEx sever its ties with ALEC like so many other businesses have done over the past few months. They'll likely base this demand on ALEC's work on the voter ID issue or stand-your-ground laws and perhaps even falsely claim that the company is racist. But let's get past the fact that ALEC stopped working on these two issues back in April.
In fact, my organization has been working on the voter ID issue since they've dropped it, and I'm more than happy to talk to you afterwards about that overwhelmingly popular issue and very common-sense protection, but I'll let us get back to the business at hand and the fact that everyone here had to show a government ID to get in here shows that we're all in compliance. I'm sure that FedEx first affiliated with ALEC for the same reason that so many other businesses have affiliated with ALEC: to support the group's mission of making government a more business-friendly place. I see on the FedEx online that FedEx is involved with the Commerce, Insurance, and Economic Development Task Force that develops policies that enhance competitiveness, promote employment, economic prosperity, encourage innovation, and limit government regulation imposed upon businesses.
This committee has, of course, nothing to do with voting or citizen law enforcement, but certainly that enhances and facilitates the day-to-day needs of an international shipping company. I'm also quite sure that the state-level initiatives that create fair tax policy, sane regulations, and overall better business environments came from a relationship that FedEx has had with ALEC. As a FedEx shareholder, I certainly appreciate that when dividends come in. I'd like to thank you for keeping up your relationship with ALEC, and I'd like you to not cave into the threats of the political left because once ALEC opens up the Pandora's box, that would happen, it would be much harder for the company, its shareholders, and its customers.
And the fact that we had two proposals today that were voted down by three times the margin shows what kind of things we could worry about if we open that box up. Thank you.
All right. Thank you. I don't know that I have anything to add to that other than FedEx is a commercial organization. We are nonpartisan. Having said that, as big and broad as our operations are, clearly the public policy is something of significant issue to FedEx, and so we would be irresponsible if we did not participate in public policy matters. And we support a number of institutions, some on right center, some on left center. I don't think we support any ultra-right or ultra-left organizations.
We don't agree with everything, every position the Chamber of Commerce might take or the Business Roundtable might take, but overall, we support those organizations who are in general alignment with the company's interests. Christine, who handles all our government affairs issues, you want to make any further comment on that? No. Okay. Yeah.
David Moose. Good morning. Reverend David Moose, a minor stockholder from West Memphis. Good to see you again, Fred. Good to see you. All right. I'm impressed. That was exactly 2 minutes. Wow. The last 11 years, I've been an adjunct philosophy instructor at Mid-South Community College in West Memphis, and I'm excited and appreciative of the unique program, relationship, partnership between Mid-South Community College and FedEx. My philosophy students come not just from Crittenden County, but Jonesboro and East Memphis and Olive Branch.
Part of the withdrawal is the possibility of learning the technical but well-paid skill of being aviation mechanics. I'm excited about when we finally figure out how to get that plane from Stuttgart to West Memphis and have it there on campus and fully develop the aviation mechanic training program. Would welcome any comments the chair would like to make.
Well, we have relationships with a lot of educational institutions, and that includes community colleges. In this particular case, we have a wonderful program where we train generally young people, but any age folks that are interested in a career in aviation maintenance. They can then get employed generally with FedEx Air Operations. There's a significant shortage of qualified aviation maintenance technicians, particularly the new generation that are so computer-centric. These new airplanes like our triple sevens are very sophisticated in terms of the onboard equipment.
So it's been a great relationship, but we have many others in other parts of the country that's just a good example of it. We're pleased to have that relationship. Other questions or comments? One here from this young lady, I think.
My name is Anna Krasanovich. I own 27 shares, and I would like to know what does it take to be a president of FedEx?
Well, we have in our organization, I'm the chairman of the board, and I chair our Strategic Management Committee, which consists of the key staff officers, Christine Richards, our General Counsel, Alan Graf, our CFO, Mike Glenn, and Rob Carter, who are respectively Executive Vice Presidents of marketing and corporate communications and information officer and head of all of our technology.
Mike and Rob serve as co-CEOs as well of our FedEx Services Unit, which provides IT and centralized sales and marketing for our three major operating companies: FedEx Express, our worldwide unit; FedEx Ground, our ground parcel company headquartered in Pittsburgh; and FedEx Freight. Each of the organizations I just mentioned has their own president, and they're responsible for operating their business each day. They coordinate at the Strategic Management Committee level, and we're supported by an outstanding human resources executive and an operations research and support executive.
So the best way to become one of those presidents with inside FedEx is to work a long time and learn the business because each of the people I just mentioned to you have decades of FedEx experience and to be highly competent in their job and committed to those things that I talked about in my speech: delivering good returns for our shareholders, being fair and equitable with our team members, and providing the absolute best service we can to our customers. So I hope you come to work for us someday. Maybe you'll be sitting right in front of this audience one of these days like these people are. Other questions? Okay. It looks like we're done. Thank you very much for your time and attention, and hope to see you next year with some good results.