FedEx Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Table of Contents

20142017 Annual Meeting

of Stockholders

Monday, September 29, 2014
25, 2017

8:00 a.m. local time

FedEx Express World Headquarters

Auditorium

3670 Hacks Cross Road, Building G

Memphis, Tennessee 38125

Table of Contents

INFORMATION ABOUT THE ANNUAL MEETING

Voting Matters and Board Recommendations

FedEx’s Board of Directors is furnishing you this proxy statement in connection with the solicitation of proxies on its behalf for the 20142017 Annual Meeting of Stockholders. Our stockholders will be voting on the following matters at the annual meeting:

		Board’s
Matter		Board’s Recommendation				Page
Proposal 1: Election of directors			For		14		15
Proposal 2: Advisory vote to approve named executive officer compensation			For		52		57
Proposal 3: Advisory vote on the frequency of future advisory votes on executive compensation			Every Year				59
Proposal 4: Amendment to the 2010 Omnibus Stock Incentive Plan to increase the number of authorized shares			For				60
Proposal  5: Ratification of the appointment of the independent registered public accounting firm			For				75
public accounting firm		For		56
Proposals 46  – 8:9: Stockholder proposals			Against		58		77

Stockholders also will consider any other matters that may properly come before the meeting.

How to Cast Your Vote and Annual Meeting Admission

If you are a registered stockholder, you can vote by any of the following methods:

Online www.investorvote.com/FEDX through 09/28/2014	By Phone 1-800-652-VOTE (8683) through 09/28/2014	Proxy Card Completing, signing and returning your proxy card	In Person With a ticket or proof of ownership and a valid photo identification

If your shares are held by a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If your shares are held in street name, these proxy materials are being forwarded to you by your bank, brokerage firm or other nominee (the “bank or broker”), along with a voting instruction form. To direct your bank or broker how to vote your shares, complete, sign and return the voting instruction form in the envelope provided or follow the instructions provided to you for voting your shares by telephone or on the Internet. To ensure your shares are voted in the way you would like, you must provide voting instructions by the deadline provided in the materials you receive from your bank or broker. As a beneficial owner, in order to beablebe able to vote your shares at the meeting, you must obtain a legal proxy from your bank or broker and bring it with you to hand in with your signed ballot.

If you plan to attend the annual meeting in person, you must register in advance. The registration deadline is 11:59 p.m. Eastern time on Thursday, September 21, 2017.

If you attend the annual meeting in person, you will need to present your admission ticket, or an account statement showing your ownership of FedEx common stock as of the record date,which you will receive when you register in advance, and a valid government-issued photo identification. The indicated portion of your proxy card or voting instruction form orFor more information on how to register to attend the annual meeting and obtain an admission ticket, accompanying your voting instruction form will serve as your admission ticket. If you are a registered stockholderplease see “Do I have to register in advance to attend the meeting?” and receive your proxy materials electronically, you should follow“Who can attend the instructions provided to print a paper admission ticket.meeting?” on page 90.

Your vote is very important. Please vote whether or not you plan to attend the meeting.

We are first sending the proxy statement, form of proxy and accompanying materials to stockholders on or about August 18, 2014.14, 2017.

2014Online www.investorvote.com/FEDX through 9/24/2017 By Phone1-800-652-VOTE (8683) through 9/24/2017 Proxy Statement       Card Completing, signing and returning your proxy card In Person With a ticket obtained upon advance registration and valid photo identificationi

ii       2014

Table of Contents

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

Corporate Governance Matters (see page 1)

FedEx’s strong and independent Board of Directors effectively oversees our management and provides vigorous oversight of FedEx’s business and affairs in support of our mission of producing superior financial returns for our shareowners by providing high value-added logistics, transportation and related business services through focused operating companies. The Board is currently comprised of 1312 members — a combined Chairman and Chief Executive Officer, the Lead Independent Director and 1110 other independent, active and effective directors of equal importance and rights.

The Board believes that this current leadership structure provides the most effective governance of FedEx’s business and affairs for the long-term benefit of stockholders and promotes a culture and reputation of the highest ethics, integrity and reliability.

In March 2016, our Board of Directors adopted a proxy access bylaw after we engaged with a number of our largest stockholders to understand their views on proxy access and the appropriate proxy access structure for FedEx. The proxy access bylaw permits up to 20 stockholders owning 3% or more of FedEx’s outstanding voting stock continuously for at least three years to nominate and include in FedEx’s proxy materials director nominees constituting up to two individuals or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.

You can find detailed information about our corporate governance policies and practices in the Corporate Governance Matters section of thethis proxy statement. You can also access our corporate governance documents in the Governance & Citizenship section of the Investor Relations page of our website athttp://investors.fedex.cominvestors.fedex.com..

Corporate Governance Facts

Proxy Access			Yes
Majority Voting for Directors			Yes
Annual Election of All Directors			Yes
Diverse Board			Yes
Annual Board and CommitteeSelf-Evaluations			Yes
Separate Chairman & CEO			No
Lead Independent Director			Yes
Independent Directors Meet Regularly Without Management Present			Yes
Annual Independent Director Evaluation of Chairman and CEO			Yes
Code of Business Conduct and Ethics Applicable to Directors			Yes
Nominating & Governance Committee Composed of Independent Directors			Yes
Stock Ownership Goal for Directors and Senior Officers			Yes
Size of Board*	13		12
Number of Independent Directors*	12		11
Average Age of Directors*	59		62
Average Director Tenure (in years)*	10		13
Median Director Tenure (in years)*			8

*   As of August 18, 2014

*	As of August 14, 2017

2014 Proxy Statement       iii

		2017 Proxy Statement		iii

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Table of Contents

Voting Matters and Board Recommendations

Proposal 1 – Election of Directors (see page 14)15)

You are being asked to elect the 12 nominees named in this proxy statement as directors for a term of one year. Other than Steven R. Loranger, eachEach of our current directors is standing for reelection.

OurYour Board of Directors recommends that you vote FOR“FOR” the election of each of the twelve nominees.

Director Nominees (see page 15)16)

Director Nominee

Age

Director Since

Independent

Position

Other public directorships

AC

ITOC

CC

NGC

Frederick W. Smith

70

1971

Chairman, President and

Chief Executive Officer of

FedEx Corporation

James L. Barksdale

71

1999

ü

Chairman and President

Time Warner Inc.

C

ü

of Barksdale Management

Corporation

John A. Edwardson

65

2003

ü

Former Chairman and Chief

ACE Limited,

C

Executive Officer of CDW

Rockwell Collins, Inc.

Corporation

Marvin R. Ellison

49

2014

ü

Executive Vice President –

H&R Block, Inc.

ü

(1)

U.S. Stores of The Home Depot, Inc.

Kimberly A. Jabal

45

2013

ü

Chief Financial Officer of

(2)

ü

Path, Inc.

Shirley Ann Jackson

68

1999

ü

President of Rensselaer

International Business Machines

ü

ü

Polytechnic Institute

Corporation, Marathon Oil

Corporation, Medtronic, Inc. and Public Service Enterprise Group Incorporated

Gary W. Loveman

54

2007

ü

Chairman, President and

Caesars Entertainment

ü

(1)

Chief Executive Officer of Caesars Entertainment Corporation

Corporation, Coach, Inc.

R. Brad Martin

62

2011

ü

Chairman of RBM Venture

Chesapeake Energy

ü

ü

Company

Corporation, First Horizon

National Corporation

Joshua Cooper

45

2011

ü

Vice Chairman of Kissinger

Starbucks Corporation

ü

ü

Ramo

Associates, Inc.

Susan C. Schwab

59

2009

ü

Professor at the University of

The Boeing Company, Caterpillar

ü

ü

Maryland School of Public Policy, Former U.S. Trade Representative

Inc.

David P. Steiner

54

2009

ü

Chief Executive Officer of

TE Connectivity Ltd., Waste

C

Waste Management, Inc.

Management, Inc.

Paul S. Walsh

59

1996

ü

Chairman of Compass

Avanti Communications Group

ü(3)

ü(3)

Group PLC

plc (Chairman), Compass Group PLC (Chairman), RM2 International S.A., Ontex Group NV, Unilever PLC

Director Nominee

Age

Director Since

Independent

Position

Other public directorships

AC

CC

ITOC

NGC

Frederick W. Smith

73

1971

Chairman and Chief Executive Officer of FedEx Corporation

James L. Barksdale

74

1999

✓

Chairman and President of Barksdale Management Corporation

C

✓

John A. Edwardson

68

2003

✓

Former Chairman and Chief Executive Officer of CDW Corporation

Chubb Limited, Rockwell Collins, Inc.

C

Marvin R. Ellison

52

2014

✓

Chairman and Chief Executive Officer of J. C. Penney Company, Inc.

J. C. Penney Company, Inc.

✓

✓

✓

John C. (“Chris”) Inglis

62

2015

✓

Professor at the U.S. Naval Academy

Huntington Bancshares Inc., KEYW Corp.

✓

✓

✓

Kimberly A. Jabal

48

2013

✓

Chief Financial Officer of Weebly, Inc.

✓

✓

Shirley Ann Jackson

71

1999

✓

President of Rensselaer Polytechnic Institute

International Business Machines Corporation, Medtronic, Inc., Public Service Enterprise Group Incorporated

✓

✓

✓

R. Brad Martin

65

2011

✓

Chairman of RBM Venture Company

Chesapeake Energy Corporation (Chairman), First Horizon National Corporation

✓

✓

Joshua Cooper Ramo

48

2011

✓

Vice Chairman,Co-Chief Executive Officer, Kissinger Associates, Inc.

Starbucks Corporation

✓

✓

Susan C. Schwab

62

2009

✓

Professor at the University of Maryland School of Public Policy

The Boeing Company, Caterpillar Inc., Marriott International, Inc.

✓

✓

David P. Steiner

57

2009

✓

Former Chief Executive Officer of Waste Management, Inc.

Vulcan Materials Company

C

Paul S. Walsh

62

1996

✓

Chairman of Compass Group PLC

Avanti Communications Group plc (Chairman), Compass Group PLC (Chairman), RM2 International S.A.

C

(1)	If elected, Messrs. Ellison and Loveman will become members of the Nominating & Governance Committee.
(2)iv	If elected, Ms. Jabal will become a member of the Audit Committee.
(3)	If elected, Mr. Walsh will replace Mr. Loranger as the Compensation Committee Chairman and will no longer be a member of the Nominating & Governance Committee.     2017 Proxy Statement

iv       2014 Proxy Statement

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Table of Contents

Director Experience, Qualifications, Attributes and Skills (see page 14)20)

The Board believes that it is desirable that the following experience, qualifications, attributes and skills be possessed by one or more of FedEx’s Board members because of their particular relevance to the company’s business and structure, and these were all considered by the Board in connection with this year’s director nomination process:

Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation (see page 52)57)

Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to FedEx’s future success for the long-term benefit of stockholdersshareowners and reward them for doing so. We believe that there should be a strong relationship between pay and corporate performance, and our executive compensation program reflects this belief.

The Compensation Discussion and Analysis, Summary Compensation Table and related compensation tables and narrative provide detailed information on the compensation of our named executive officers, and can be found on pages 2021 through 51.56. We believethisbelieve this information demonstrates that our executive compensation program promotes the best interests of FedEx and our shareowners by enabling FedEx to retain and attract talented executive management, while ensuring that they are compensated in such a manner as to sustain and enhance long-term shareowner value.

In the 20132016 advisory vote, 95.4%95.3% of the voted shares supported the compensation of our named executive officers.

OurYour Board of Directors recommends that you vote FOR“FOR” this proposal.

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (see page 59)

You are being provided the opportunity to vote on how often you believe we should hold an advisory vote to approve executive compensation in the future. The frequency options are to hold the advisory vote to approve executive compensation every year, every two years or every three years. The Board believes that an annual advisory vote on executive compensation is the most appropriate policy for our stockholders and the company at this time.

Your Board of Directors recommends that you vote for conducting future advisory votes on executive compensationEVERY YEAR.

Proposal 4 – Amendment to FedEx’s 2010 Omnibus Stock Incentive Plan (see page 60)

You are being asked to approve an amendment to FedEx’s 2010 Omnibus Stock Incentive Plan (as amended to the date hereof, the “Plan”) to increase the number of shares authorized for issuance under the Plan. If approved, the amendment would authorize an additional 10,000,000 shares for issuance under the Plan. However, none of the additional shares will be issuable as full-value awards. The amendment would not make any other changes to the Plan.

Absent an increase in the number of authorized shares under the Plan, we do not expect to have sufficient shares to meet our anticipated equity compensation needs for fiscal 2020 (which begins on June 1, 2019). We believe that increasing the number of shares issuable under the Plan is necessary in order to allow FedEx to continue to utilize equity awards to retain and attract the services of key individuals essential to FedEx’s long-term growth and financial success and to further align their interests with those of FedEx’s stockholders.

Your Board of Directors recommends that you vote ��FOR” this proposal.

		2017 Proxy Statement		v

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Proposal 5 – Ratify the Appointment of Ernst & Young LLP as FedEx’s Independent Registered Public Accounting Firm (see page 56)75)

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm and has specific policies in place to ensure its independence. The Audit Committee has appointed Ernst & Young LLP (“Ernst & Young”) to serve as FedEx’s independent registered public accounting firm for fiscal 2015.2018. Ernst & Young has been our independent registered public accounting firm since 2002.

Fees paid to Ernst & Young for fiscal 20142017 and 20132016 are detailed on page 56.74.

Representatives of Ernst & Young will be present at the meeting, will be given the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

OurYour Board of Directors recommends that you vote FOR“FOR” this proposal.

Proposals 46 – 8: Five9: Four Stockholder Proposals, if properly presented (see pages 58 - 71)77 – 87)

FiveFour stockholder proposals are expected to be presented for a vote at the annual meeting.

OurYour Board of Directors recommends that you vote AGAINST“AGAINST” each of these proposals.

2014 Proxy Statement       v

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Table of Contents

vi		2017 Proxy Statement

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Notice of Annual Meeting of Stockholders To Be Held September 29, 201425, 2017

To Our Stockholders:

We cordially invite you to attend the 20142017 annual meeting of FedEx’s stockholders. The meeting will take place in the auditorium at the FedEx Express World Headquarters, 3670 Hacks Cross Road, Building G, Memphis, Tennessee 38125, on Monday, September 29, 2014,25, 2017, at 8:00 a.m. local time. We look forward to your attendance either in person or by proxy.

The purposes of the meeting are to:

 

1.

Elect the twelve nominees named in the proxy statement as FedEx directors;

2.

Hold an advisory vote to approve named executive officer compensation;

3.	Hold an advisory vote on the frequency of future advisory votes on executive compensation;

4.	Approve an amendment to FedEx’s 2010 Omnibus Stock Incentive Plan to increase the number of authorized shares;

5.	Ratify the appointment of Ernst & Young LLP as FedEx’s independent registered public accounting firm for fiscal year 2015;2018;

4.6.

Act upon fivefour stockholder proposals, if properly presented at the meeting; and

5.7.

Transact any other business that may properly come before the meeting.

Members of FedEx’s management team will be present at the meeting to respond to appropriate questions from stockholders.

Only stockholders of record at the close of business on August 4, 2014,July 31, 2017, may vote at the meeting or any postponements or adjournments of the meeting.

By order of the Board of Directors, Christine P. Richards Executive Vice President, General Counsel and Secretary

If you plan you to attend the annual meeting in person, you must register by 11:59 p.m. Eastern time on Thursday, September 21, 2017. See page 90 of the proxy statement for information on how to register in advance to attend the meeting.

By order of the Board of Directors,

Christine P. Richards

Executive Vice President, General Counsel and Secretary

August 18, 201414, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 29, 201425, 2017: The following materials are available on the Investor Relations page of the FedEx website athttp://investors.fedex.com:

• The Notice of Annual Meeting of Stockholders To Be Held September 29, 2014;

• 25, 2017;

  The proxy statement; and

• FedEx’s Annual Report to Stockholders for the fiscal year ended May 31, 2014.

2017.

Your vote is very important. Please vote whether or not you plan to attend the meeting.

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Table of Contents2017 PROXY STATEMENT

2014 PROXY STATEMENT
Table of Contents

Page 

	Page
CORPORATE GOVERNANCE MATTERS			1
FedEx Corporate Governance			1
Board Leadership Structure			1
Board Risk Oversight			2
Executive Management Succession Planning			3
Director Independence			3
Audit Committee Financial Expert			4
Director Mandatory Retirement	4		5
Stock Ownership Goal for Directors and Senior Officers			5
Policy on Poison Pills			5
Communications with Directors			5
Proxy Access			6
Nomination of Director Candidates	5		6
Majority-Voting Standard for Director Elections	6		7
Policy on Review and Preapproval of Related Person Transactions	6		7
Related Person Transactions			7

STOCK OWNERSHIP			9
STOCK OWNERSHIP	8
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS	10		11
DIRECTORS’ COMPENSATION	12		13
PROPOSAL 1 — ELECTION OF DIRECTORS	14		15
EXECUTIVE COMPENSATION	20		21

Report of the Compensation Committee of the Board of Directors	20		21
Compensation Discussion and Analysis	20		21
Summary Compensation Table	37		40
Grants of Plan-Based Awards During Fiscal 20142017	41		45
Outstanding Equity Awards at End of Fiscal 20142017	43		47
Option Exercises and Stock Vested During Fiscal 20142017	45		49
Fiscal 20142017 Pension Benefits	46		50
Potential Payments Upon Termination or Change of Control	48
		52

PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	52		57
PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION			59
PROPOSAL 4 — AMENDMENT TO 2010 OMNIBUS STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES			60
EQUITY COMPENSATION PLANS	54		72
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	55		73
AUDIT ANDNON-AUDIT FEES	56		74
PROPOSAL 35 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	56		75
STOCKHOLDER PROPOSALS: PROPOSALS 46 – 89	58		77
INFORMATION ABOUT THE ANNUAL MEETING	72		88
ADDITIONAL INFORMATION	77		94
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 20152018 ANNUAL MEETING	78		95

APPENDIX A — Companies in Executive Compensation Comparison Survey Group			A-1
APPENDIX B — Reconciliations ofNon-GAAP Measures			B-1
APPENDIX C — 2010 Omnibus Stock Incentive Plan			C-1

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Table of Contents

CORPORATE GOVERNANCE MATTERS

FedEx Corporate Governance

Our Board of Directors and management team are committed to achieving and maintaining high standards of corporate governance, as well as a culture of and reputation for the highest levels of ethics, integrity and reliability. We periodically review our governance policies and practices against evolving standards and make changes as appropriate. We also value the perspectives of our stockholders and other stakeholders, including our employees and the communities in which we operate, and take steps to implement their points of view where warranted.

In considering possible modifications of our corporate governance policies and practices, our Board and management focus on those changes that are appropriate for our company and our industry, rather than adopting aone-size-fits-all approach. Our focus is on the best long-term interests of our company, our stockholders and our other stakeholders.

The following sections summarize our corporate governance policies and practices, including our Board leadership structure, our criteria for director selection and the responsibilities and activities of our Board and its committees. Our corporate governance documents, including our Corporate Governance Guidelines, our Board committee charters and our Code of Business Conduct and Ethics, are available in the Governance& Citizenship section of the Investor Relations page of our website athttp://investors.fedex.com.

.

Board Leadership Structure

The leadership structure of our Board of Directors includes (i) a combined Chairman of the Board and Chief Executive Officer, (ii) independent, active and effective directors of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management policies and (iii) a Lead Independent Director. The Chairperson of the Nominating & Governance Committee, who is elected annually by a majority of the independent Board members, serves as the Lead Independent Director. The Board believes that FedEx has been and continues to be well served by having the company’s founder, Frederick W. Smith, serve as both Chairman of the Board and Chief Executive Officer. The current Board leadership model, when combined with the composition of the Board, the strong leadership of our independent directors, Board committees and Lead Independent Director, and the highly effective corporate governance structures and processes already in place, strikes an appropriate balance between consistent leadership and independent oversight of FedEx’s business and affairs.

The Board believes that FedEx’s Bylaws and Corporate Governance Guidelines help ensure that strong and independent directors will continue to play the central oversight role necessary to maintain FedEx’s commitment to the highest quality corporate governance. Under our Bylaws and Corporate Governance Guidelines, the Board maintains the following long-standing practices, in addition to those described above:

• Directors Stand for Election Annually By Majority Vote.Under our Bylaws, all members of our Board of Directors are elected annually. In addition, our Bylaws require that we use a majority-voting standard in uncontested director elections in which a director nominee must receive more votes cast “for” than “against” in order to be elected.
• Our Non-Management Directors Hold Regular ExecutiveSessions.Our non-management Board members meet at regularly scheduled executive sessions without management present in conjunction with each in-person Board meeting. The Lead Independent Director conducts and presides at these meetings. At least once a year, such meetings include only the independent members of the Board. In addition, the Lead Independent Director may call such meetings of the non-management Board members as he or she deems necessary or appropriate, may also be designated to preside at any Board or stockholder meeting and presides at all Board meetings at which the Chairman of the Board and Chief Executive Officer is not present.
• Board Members May Submit Agenda Items/InformationRequests.Each Board member may place items on the agenda for Board meetings, raise subjects that are not on the agenda for that meeting or request information that has not otherwise been provided to the Board. Additionally, the Lead Independent Director reviews and approves all Board meeting schedules and agendas and consults with the Chairman of the Board and Chief Executive Officer regarding other information sent to the Board in connection with Board meetings or other Board action.

2014 Proxy Statement      1

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•

Directors Stand for Election Annually By Majority Vote.Under our Bylaws, all members of our Board of Directors are elected annually. In addition, our Bylaws require that we use a majority-voting standard in uncontested director elections in which a director nominee must receive more votes cast “for” than “against” in order to be elected.

Table of Contents

•

OurNon-Management Directors Hold Regular Executive Sessions.Ournon-management Board members meet at regularly scheduled executive sessions without management present in conjunction with eachin-person Board meeting. The Lead Independent Director conducts and presides at these meetings. At least once a year, such meetings include only the independent members of the Board. In addition, the Lead Independent Director may call such meetings of thenon-management Board members as he or she deems necessary or appropriate, may be designated to preside at any Board or stockholder meeting and presides at all Board meetings at which the Chairman of the Board and Chief Executive Officer is not present.

•

Board Members May Submit Agenda Items and Information Requests.Each Board member may place items on the agenda for Board meetings, raise subjects that are not on the agenda for that meeting or request information that has

		2017 Proxy Statement		1

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CORPORATE GOVERNANCE MATTERS

Board Risk Oversight

The Board of Directors’ role in risk oversight at FedEx is consistent with the company’s leadership structure, with management havingday-to-day responsibility for assessing and managing the company’s risk exposure and the Board and its committees providing oversight in connection with those efforts, with particular focus on ensuring that FedEx’s risk management practices are adequate and regularly reviewing the most significant risks facing the company. The Board performs its risk oversight role by using several different levels of review. Each Board meeting begins with a strategic overview by the Chairman of the Board President and Chief Executive Officer that describes the most significant issues, including risks, affecting the company, and also includes business updates from the President and Chief Operating Officer and each reporting segment CEO. In addition, at least annually, the Board reviews in detail the business and operations of each of the company’s reporting segments, including the primary risks associated with that segment. The Board also reviews the risks associated with the company’s financial forecasts and annual business plan.

Additionally, risks are identified and managed in connection with the company’s robust enterprise risk management (“ERM”) process. Our ERM process provides the enterprise with a common framework and terminology to ensure consistency in identification, reporting and management of key risks. The ERM process is embedded in our strategic financial planning process, which ensures explicit consideration of risks that affect the underlying assumptions of strategic plans and provides a platform to facilitate integration of risk information in business decision-making.

The Board has delegated to each of its committees responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility. For example:

• The Audit Committee reviews and discusses with management the company’s major financial and other risk exposures and the steps management has taken to monitor and control such exposures.

• exposures and the implementation and effectiveness of the company’s compliance and ethics programs, including the Code of Business Conduct and Ethics and the employee hotline program.

  The Compensation Committee reviews and discusses with management the relationship between the company’s compensation policies and practices and the company’s risk management, including the extent to which those policies and practices create or decrease risks for the company.

• The Information Technology Oversight Committee reviews and discusses with management the company’s cybersecurity risks and the technologies, policies, processes and practices for managing and mitigating such risks, and it reviews and discusses with management the quality and effectiveness of the company’s information technology systems and processes, including the extent to which those systems and processes provide cybersecurity and protect the company from technology-related risks.

• 2		2017 Proxy Statement

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  CORPORATE GOVERNANCE MATTERS

  The Nominating & Governance Committee reviews and discusses with management, the implementation and effectivenessin light of the company’s compliancerisk exposure, the composition, structure, processes and ethics programs, includingpractices of the Code of Business Conduct and EthicsBoard and the employee hotline program.

In addition, the Audit Committee is responsible for reviewing and discussing with management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process. The ERM process culminates in an annual presentation to the Audit Committee on the key enterprise risks facing FedEx.

2      2014 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE MATTERS

Executive Management Succession Planning

The Board of Directors has in place an effective planning process to select successors to the Chairman of the Board President and Chief Executive Officer and other members of executive management. The Nominating & Governance Committee, in consultation with the Chairman of the Board President and Chief Executive Officer, annually reports to the Board on executive management succession planning. The entire Board works with the Nominating & Governance Committee and the Chairman of the Board President and Chief Executive Officer to evaluate potential successors to the CEO and other members of executive management. Through this process, the Board receives information that includes qualitative evaluations of potential successors to the CEO and other executives. As noted above, each Board member has complete and open access to any member of management. We believe that this enhances the Board’s oversight of succession planning. The Chairman of the Board President and Chief Executive Officer periodically provides to the Board his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals. Additionally, the Board periodically reviews and revises as necessary the company’s emergency executive management succession plan, which details the actions to be taken by specific individuals in the event a member of executive management suddenly dies or becomes incapacitated.

Director Independence

The Board of Directors has determined that each member of the Audit, Compensation and Nominating & Governance Committees and, with the exception of Frederick W. Smith, each of the Board’s current members (James L. Barksdale, John A. Edwardson, Marvin R. Ellison, John C. (“Chris”) Inglis, Kimberly A. Jabal, Shirley Ann Jackson, Steven R. Loranger, Gary W. Loveman, R. Brad Martin, Joshua Cooper Ramo, Susan C. Schwab, David P. Steiner and Paul S. Walsh) is independent and meets the applicable independence requirements of the New York Stock Exchange (including the additional requirements for Audit Committee and Compensation Committee members) and the Board’s more stringent standards for determining director independence. Mr. Smith is FedEx’s Chairman of the Board President and Chief Executive Officer. Gary W. Loveman retired as a director immediately before the 2016 annual meeting, and the Board of Directors had previously determined that he was independent.

Under the Board’s standards of director independence, which are included in FedEx’s Corporate Governance Guidelines, a director will be considered independent only if the Board affirmatively determines that the director has no direct or indirect material relationship with FedEx, other than as a director. The standards set forth certain categories or types of transactions, relationships or arrangements with FedEx, as follows, each of which (i) is deemed not to be a material relationship with FedEx, and thus (ii) will not, by itself, prevent a director from being considered independent:

• Prior Employment of Director.The director was employed by FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner or auditing relationship ended.
• Prior Employment of Immediate Family Member.An immediate family member was an officer of FedEx or was personally working on FedEx’s audit as an employee or partner of FedEx’s independent auditor, and over five years have passed since such employment, partner or auditing relationship ended.
• Current Employment of Immediate Family Member.An immediate family member is employed by FedEx in a non- officer position, or by FedEx’s independent auditor not as a partner and not personally working on FedEx’s audit.
• Interlocking Directorships.An executive officer of FedEx served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended.
• Transactions and Business Relationships.The director or an immediate family member is a partner, greater than 10% shareholder, director or officer of a company that makes or has made payments to, or receives or has received payments (other than contributions, if the company is a tax-exempt organization) from, FedEx for property or services, and the amount of such payments has not within any of such other company’s three most recently completed fiscal years exceeded one percent (or $1 million, whichever is greater) of such other company’s consolidated gross revenues for such year.
• Indebtedness.The director or an immediate family member is a partner, greater than 10% shareholder, director or officer of a company that is indebted to FedEx or to which FedEx is indebted, and the aggregate amount of such debt is less than one percent (or $1 million, whichever is greater) of the total consolidated assets of the indebted company.
• Charitable Contributions.The director is a trustee, fiduciary, director or officer of a tax-exempt organization to which FedEx contributes, and the contributions to such organization by FedEx have not within any of such organization’s three most recently completed fiscal years exceeded one percent (or $250,000, whichever is greater) of such organization’s consolidated gross revenues for such year.

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CORPORATE GOVERNANCE MATTERS

The Board broadly considered all relevant facts and circumstances, including the following immaterial transactions, relationships and arrangements:

• Mr. Barksdale served as an officer of FedEx, but he left the company well over five years ago (his employment at FedEx ended in 1992).

• In the ordinary course of business, FedEx makes purchases from Waste Management, Inc., an

  An entity forwith which Mr. Steiner serves as Chief Executive Officer. The amount of the payments made by FedEx to Waste Management has not within any of its three most recently completed fiscal years exceeded one percent (or $1 million, whicheverSmith is greater) of its consolidated gross revenues for such year.

• Mr. Smithaffiliated has made a passive investment (holding aless-than-5% equity interest) in a privately held entity with which Mr. Barksdale is affiliated.

• Mr. Barksdale has made an investment (holding aless-than-10% equity interest) in a privately held entity that is headed by Mr. Smith’s daughter.

• daughter and of which Mr. Martin serves asSmith is a director of First Horizon National Corporation with Robertand 10% owner.

  Messrs. Ellison and Martin and Alan B. Carter,Graf, Jr., FedEx’s Executive Vice President FedEx Information Services and Chief Information Officer.

• Messrs. Smith and Martin are members of the board of managers of Pilot Travel Centers LLC.
• Mr. Martin and a FedEx executive officerFinancial Officer, serve on the boardBoard of trusteesTrustees of the same Memphis-based school.University of Memphis, anon-profit
• entity to which FedEx makes payments and charitable contributions to the University of Memphis, a non-profit entity for which Mr. Martin served as Interim President from July 2013 until May 2014. Mr. Martin did not receive any compensation for his service as Interim President.contributions. The amount of the payments and charitable contributions made by FedEx to the University of Memphis in its 2016 and 2015 fiscal years represented betweenslightly more than one and two percent of the university’sUniversity’s consolidated gross revenues for each year, and the payments made by FedEx to the University in its most recently completed2014 fiscal year for which information is publicly available andrepresented less than one percent in each of the two prior fiscal years.University’s consolidated gross revenues for the year. The Board determined that Mr.Messrs. Ellison and Martin isare still an independent directordirectors under the Board’s independence standards as he does notneither of them have a direct or indirect material relationship with either FedEx or the University of Memphis, other than as the former Interim President,a director or trustee, and does notneither of them derive any financial or other personal benefit from these transactions.

• Mr. Martin and Rajesh Subramaniam, FedEx’s Executive Vice President, Chief Marketing and Communications Officer, serve as members of the Board of Directors of First Horizon National Corporation.

  Mr. Martin and Robert B. Carter, FedEx’s Executive Vice President, FedEx Information Services and Chief Information Officer, serve as members of the board of managers of Pilot Travel Centers LLC.

  In the ordinary course of business, FedEx makes purchases of aircraft and related services and equipment from The Boeing Company, for which Ambassador Schwab serves as a director. The payments made by FedEx to Boeing in its twothree most recently completed fiscal years represented lessone percent or slightly more than one percent of Boeing’s consolidated gross revenues for the year, but the payments made by FedEx to Boeing in its 2011 fiscal year represented between one and two percent of Boeing’s consolidated gross revenues for the year. Ambassador Schwab recuses herself when the Board discusses or votes on Boeing-related matters. The Board determined that Ambassador Schwab is still an independent director under the Board’s independence standards as she does not have a direct or indirect material relationship with either FedEx or Boeing, other than as a director, and does not derive any financial benefit from these ordinary course transactionstransactions.

  In the ordinary course of business, FedEx makes purchases from Waste Management, Inc., an entity for which Mr. Steiner served as Chief Executive Officer until November 2016. The amount of the payments made by FedEx to Waste Management within any of its three most recently completed fiscal years has not exceeded one percent (or $1 million, whichever is greater) of its consolidated gross revenues for such year.

  .

Audit Committee Financial Expert

The Board of Directors has determined that at least one member of the Audit Committee, John A. Edwardson, is an audit committee financial expert as that term is defined in SECSecurities and Exchange Commission (“SEC”) rules.

CORPORATE GOVERNANCE MATTERS

Director Mandatory Retirement

A director must retire immediately before the annual meeting of FedEx’s stockholders during the calendar year in which he or she attains age 72.75.

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CORPORATE GOVERNANCE MATTERS

Stock Ownership Goal for Directors and Senior Officers

In order to encourage significant stock ownership by our directors and senior officers, and to further align their interests with the interests of FedEx’s stockholders, the Board of Directors has established a goal that (i) within four years after joining the Board,(a) eachnon-management director serving as of March 13, 2017 own FedEx shares valued at (i) three times his or her annual retainer fee within four years after joining the Board and (ii) five times his or her annual retainer fee by December 31, 2020, (b) eachnon-management director who joins the Board after March 13, 2017 own FedEx shares valued at five times his or her annual retainer fee within fourfive years after joining the Board, and (c) within five years after being appointed to his or her position, each member of senior management own FedEx shares valued at the following multiple of his or her annual base salary:

• 6x for the Chairman of the Board and Chief Executive Officer;

  5x for the President and Chief ExecutiveOperating Officer;

• 3x for the other FedEx executive officers, including the chief executive officers of FedEx’s core operating companies;

• FedEx Express, FedEx Ground and FedEx Freight;

  2x for executive vice presidents of FedEx’s core operating companies;FedEx Express, FedEx Ground, FedEx Freight and

• FedEx Services; and

  1x for certain other senior officers.

For purposes of meeting this goal, unvested restricted stock is counted, but unexercised stock options are not. The Board also recommends that each director and senior officer retain shares acquired upon stock option exercises until his or her goal is met. The stock ownership goal is included in FedEx’s Corporate Governance Guidelines. As of August 4, 2014,July 31, 2017, each director who had been a Board member for over four years (and Mr. Martin)Inglis and Ms. Jabal) and each executive officer owned sufficient shares to comply with this goal.

Policy on Poison Pills

The Board of Directors has adopted a policy requiring stockholder approval for any future “poison pill” prior to or within twelve months after adoption of the poison pill. (A poison pill is a device used to deter a hostile takeover. NotethatNote that FedEx does not currently have, nor have we ever had, a poison pill.) The policy on poison pills is included in FedEx’s Bylaws and Corporate Governance Guidelines.

Communications with Directors

Stockholders and other interested parties may communicate directly with any member (including the Lead Independent Director) or committee of the Board of Directors by writing to: FedEx Corporation Board of Directors, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. Please specify to whom your letter should be directed. The Corporate Secretary of FedEx will review all such correspondence and regularly forward to the Board a summaryofsummary of all such correspondence and copies of all correspondence that, in her opinion, deals with the functions of the Board or its committees or that she otherwise determines requires the attention of any member, group or committee of the Board of Directors. Board members may at any time review a log of all correspondence received by FedEx that is addressed to Board members and request copies of any such correspondence.

CORPORATE GOVERNANCE MATTERS

Proxy Access

In March 2016, the Board of Directors amended our bylaws to implement proxy access. Prior to the Board’s adoption of the

proxy access bylaw, we consulted with many of our largest institutional stockholders in order to understand their views and policies regarding proxy access, including the specific provisions they considered important. We spoke with, or otherwise received feedback from, representatives of stockholders owning nearly half of our then-outstanding shares. We also spoke with a representative of the proponent of the proxy access stockholder proposal that was approved at our 2015 annual meeting of stockholders.

Substantially all of these stockholders indicated their support for a proxy access bylaw with terms consistent with those now included in our Bylaws, which are as follows:

Based on this feedback from our stockholders, and the Board’s assessment of the relative merits of the various proxy access formulations, our Board of Directors approved amendments to our Bylaws to implement proxy access consistent with the terms set forth above, which it determined to be in the best interests of our stockholders. Our Bylaws are available in the Governance & Citizenship section of the Investor Relations page of our website at http://investors.fedex.com.

Nomination of Director Candidates

The Nominating & Governance Committee will consider director nominees proposed by stockholders. To recommend a prospective director candidate for the Nominating & Governance Committee’s consideration, stockholders may submit the candidate’s name, qualifications, including whether the candidate satisfies the requirements set forth in our Corporate Governance Guidelines and discussed in “Proposal 1 — Election of Directors — Experience, Qualifications, Attributes and Skills,” and other relevant biographical information in writing to: FedEx Corporation Nominating & Governance Committee, c/o Corporate Secretary, 942 South Shady Grove Road, Memphis, Tennessee 38120. FedEx’s Bylaws require stockholders to give advance notice of stockholder proposals, including nominations of director candidates. For more information, please see “Stockholder Proposals and Director Nominations for 20152018 Annual Meeting.”

The Board is responsible for recommending director candidates for election by the stockholders and for electing directors to fill vacancies or newly created directorships. The Board has delegated the screening and evaluation process for director candidates to the Nominating & Governance Committee, which identifies, evaluates and recruits highly qualified director candidates and recommends them to the Board. The Nominating & Governance Committee considers potential

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candidates for director that may come to the attention of the Nominating & Governance Committee through current directors, management, professional search firms, stockholders or other persons. The Nominating & Governance Committee has engaged a third-party executive search firm to assist in identifying potential director candidates. The Nominating & Governance Committee considers and evaluates a director candidate recommended by a stockholder in the same manner as a nominee recommended by a Board member, management, search firm or other sources.

If the Nominating & Governance Committee determines that an additional or replacement director is necessary or advisable, the Nominating & Governance Committee may take suchmeasuressuch measures that it considers appropriate in connection with its evaluation of a potential director candidate, including interviewing the candidate, engaging an outside firm to gather additional information and making inquiries of persons with knowledge of the candidate’s qualifications and character. In its evaluation of potential director candidates, including the members of the Board of Directors eligible for reelection, the Nominating & Governance Committee considers the current size, composition and needs of the Board of Directors and each of its committees.

CORPORATE GOVERNANCE MATTERS

Majority-Voting Standard for Director Elections

FedEx’s Bylaws require that we use a majority-voting standard in uncontested director elections and contain a resignation requirement for directors who fail to receive the required majority vote. The Bylaws also prohibit the Board from changing back to a plurality-voting standard without the approval of our stockholders. Under the majority-voting standard, a director nominee must receive more votes cast “for” than “against” his or her election in order to be elected to the Board. In accordance with the majority-voting standard and resignation requirement, each director who is standing forreelectionfor reelection at the annual meeting has tendered an irrevocable resignation from the Board of Directors that will take effect if (i) the director does not receive more votes cast “for” than “against” his or her election at the annual meeting, and (ii) the Board accepts the resignation. FedEx’s Bylaws require the Board of Directors, within 90 days after certification of the election results, to accept the director’s resignation unless there is a compelling reason not to do so and to promptly disclose its decision (including, if applicable, the reasons for rejecting the resignation) in a filing with the SEC.

Policy on Review and Preapproval of Related Person Transactions

The Board of Directors has adopted a Policy on Review and Preapproval of Related Person Transactions, which is included in FedEx’s Corporate Governance Guidelines. The policy requires that all proposed related person transactions (as defined in the policy) and all proposed material changes to existing related person transactions be reviewed and preapproved by the Nominating & Governance Committee. To the extent the related person (as defined in the policy) is a director or immediate family member of a director, the transaction or change must also be reviewed and preapproved by the full Board. The policy provides that a related person transaction or a material change to an existing related person transaction may not be preapproved if it would:

• interfere with the objectivity and independence of any related person’s judgment or conduct in carrying out his or her duties and responsibilities to FedEx;

• not be fair as to FedEx; or

• otherwise be opposed to the best interests of FedEx and its stockholders.

The policy requires the Nominating & Governance Committee to annually (i) review each existing related person transaction that has a remaining term of at least one year or remaining payments of at least $120,000, and (ii) determine, based upon all material facts and circumstances and taking into consideration our contractual obligations, whether it is in the best interests of FedEx and our stockholders to continue, modify or terminate the transaction or relationship.

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CORPORATE GOVERNANCE MATTERS

Related Person Transactions

In accordance with the policy described above, the Nominating & Governance Committee has reviewed the following related person transactions and determined that they remain in the best interests of FedEx and our stockholders:

• In November 1999, FedEx entered into a multi-year, $205 million naming rights agreement with Washington Football, Inc. Under this agreement, FedEx has certain marketing rights, including the right to name the stadium where the NFL Washington Redskins professional football team plays “FedExField.” In August 2003, Mr. Smith acquired an approximate 10% ownership interest in the Washington Redskins and joined its Leadership Council, or board of directors.

• FedEx’s policy on personal use of corporate aircraft requires officers to pay FedEx two times the cost of fuel, plus applicable passenger ticket taxes and fees, for personal trips. Pursuant to this requirement, Mr. Smith Alan B. Graf, Jr.,and David J. Bronczek, FedEx’s Executive Vice President and Chief FinancialOperating Officer, and David J. Bronzcek, the President and Chief Executive Officer of FedEx Express, paid FedEx $305,252, $154,498$387,612 and $191,068,$188,951, respectively, during fiscal 20142017 in connection with certain personal use of corporate aircraft.

• During fiscal 2017, Mr. Smith’s son iswas employed by FedEx Express as the Vice President of Global Trade Services;Services and Williamas Senior Vice President of Global Trade and Specialty Services. Beginning July 1, 2017, he is employed by FedEx Trade Networks as its President and Chief Executive Officer. The

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  CORPORATE GOVERNANCE MATTERS

  compensation of Mr. Smith’s son for fiscal 2017 (including all incentive compensation and the Black-Scholes value of any stock option award) was approximately $757,000.

  Mr. Smith’s daughter is employed by FedEx Corporation as a global public policy advisor in Washington, D.C.; Mr. Subramaniam’s brother is employed by FedEx Services as a manager of information technology; and Henry J. LogueMaier is the President and Chief Executive Officer of FedEx FreightGround – his brother and brother-in-law areson is employed by FedEx Services as a sales manager and sales executive, respectively.of marketing. The total annual compensation of each of Mr. Smith’s sondaughter, Mr. Subramaniam’s brother and Mr. Logue’s brother and brother-in-lawMaier’s son for fiscal 20142017 (including any incentive compensation, all sales commissions and the Black-Scholes value of any stock option award)compensation) did not exceed $260,000.$165,000.

  In fiscal 2017, FedEx entered into atwo-year

STOCK OWNERSHIP

Directors and Executive Officers

The following table sets forth the amount of FedEx’s common stock beneficially owned by each director, each named executive officer included in the Summary Compensation Table and all directors and executive officers as a group, as of August 4, 2014.July 31, 2017. Unless otherwise indicated, beneficial ownership is direct and the person shown has sole voting and investment power.

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STOCK OWNERSHIP

Significant Stockholders

The following table lists certain persons known by FedEx to own beneficially more than five percent of FedEx’s outstanding shares of common stock as of March 31, 2014.2017.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires directors and certain officers of FedEx and persons who own more than ten percent of FedEx’s common stock to file with the Securities and Exchange Commission (“SEC”)SEC initial reports of beneficial ownership (Form 3) and reports of subsequent changes in their beneficial ownership (Form 4 or Form 5) of FedEx’s common stock. Such directors, officers andgreater-than-ten-percent stockholders are required to furnish FedEx with copies of the Section 16(a) reports they file. The SEC has established specific due dates for these reports, and FedEx is required to disclose in this proxy statement any late filings or failures to file.

Based solely upon a review of the copies of the Section 16(a) reports (and any amendments thereto) furnished to FedEx and written representations from FedEx’s directors and reporting officers that no additional reports were required, FedEx believes that its directors and reporting officers complied with all these filing requirements for the fiscal year ended May 31, 2014.2017.

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COMMITTEES AND MEETINGS OF

THEBOARD OF DIRECTORS

Committees

The Board of Directors has a standing Audit Committee, Compensation Committee, Information Technology Oversight Committee and Nominating & Governance Committee. Each committee’s written charter, as adoptedbyadopted by the Board of Directors, is available on the FedExInvestor Relations page of our website athttp://investors.fedex.com in the Governance & Citizenship section under “Committee Charters.” Committee memberships are currently as follows:

  FY14 meetings held:6

  FY14 meetings held:6

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COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

In addition, as discussed above under “Corporate Governance Matters — Board Risk Oversight,” each Board committee has responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility. Also, the Audit Committee is responsible for reviewing and discussing with management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process.

In response to stockholder demand letters, three special committees of the Board were formed, comprised of Messrs. Edwardson and Steiner and Ms. Jabal. Two of these special committees were dissolved during fiscal 2017. In the aggregate, these committees met two times during fiscal 2017.

The Board of Directors has approved reconstitutingmaintaining the committees so that, immediately following the annual meeting, if all of the director nominees are elected, committee memberships will beremain the same as follows:the previous year.

Board Meetings and Meeting Attendance

During fiscal 2014,2017, the Board of Directors held six regular meetings and one special meeting.meetings. The average attendance of all directors at Board and committee meetings was 99%96%. Each director attended at least 94%80% (and each current director attended at least 86%) of the aggregate meetings of the Board and any committees on which he or she served.

Attendance at Annual Meeting of Stockholders

FedEx expects all Board members to attend annual meetings of stockholders. Each then-current member of the Board of Directors attended the 20132016 annual meeting of stockholders.

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DIRECTORS’ COMPENSATION

Outside Directors’ Compensation

During the first two quarters of fiscal 2014, 2017,non-management (outside) directors were paid:

• a quarterly retainer of $20,000;
• $2,000 for each in-person Board meeting attended; and
• $2,000 for each in-person committee meeting attended.

Outside directors who attended a Board or committee meeting telephonically were paid 75% of the applicable in-person meeting fee.

In September 2013, the Board of Directors and the Compensation Committee conducted their annual review of outside director compensation and approved the replacement of the quarterly retainer with an annual retainer and the removal of meeting fees, both effective December 1, 2013, but no change to committee chairperson fees (discussed below). As a result, outside directors are currently paid an annual retainer of $111,000. Outside directors elected at the 2013 annual meeting of stockholders received a $55,500 retainer payment in December 2013; thereafter, the full annual retainer will be paid following each annual meeting of stockholders, beginning with the 2014 annual meeting. Each outside director who was elected at the 2013 annual meeting received a stockoption for 3,700 shares of common stock. Outside directors who were elected to the Board after the 2013 annual meeting received the applicable pro rata portion of the annual retainer and stock option grant in connection with his or her election.

For fiscal 2014, chairpersons$125,000. Chairpersons of the Compensation, Nominating & Governance and Information Technology Oversight Committees were paid an additional annual fee of $13,500.$15,000. The Audit Committee chairperson was paid an additional annual fee of $22,500.$25,000. In addition, each outside director who was elected at FedEx’s 2016 annual meeting received a stock option for 3,980 shares of FedEx common stock.

In response to stockholder demand letters, three special committees of the Board were formed. Two of these special committees were dissolved during fiscal 2017. Special committee members (Messrs. Edwardson and Steiner and Ms. Jabal) are paid $2,000 for eachin-person meeting attended and $1,500 for each telephonic meeting attended.

Frederick W. Smith, the only director who is also a FedEx employee, receives no additional compensation for serving as a director.

The Compensation Committee annually reviews director compensation, including, among other things, comparing FedEx’s director compensation practices with those of other companies with annual revenues between $20$25 billion and $70$100 billion. Before making a recommendation regarding director compensation to the Board, the Compensation Committee considers that the directors’ independence may be compromised if compensation exceeds appropriate levels or if FedEx enters into other arrangements beneficial to the directors.

Retirement Plan for Outside Directors

In July 1997, the Board of Directors of FedEx Express (FedEx’s predecessor) voted to freeze the Retirement Plan for Outside Directors (that is, no further benefits would be earned under this plan). Concurrent with the freeze, the Board amended the plan to accelerate the vesting of the benefits for each outside director who was not yet vested under the plan. This plan is unfunded and any benefits under the plan are general, unsecured obligations of FedEx. Once all benefits are paid from the plan, it will be terminated.

The plan benefit payable to the one individual who served on the Board during fiscal 20142017 who has not yet received any plan benefits will be paid as a single lump sum distribution. The lump sum distribution is payable on or before the fifteenth business day of the month immediately following the later of the date of the director’s retirement and the date he attains age 60. In the event of the outside director’s death, his surviving spouse shall be entitled to receive the lump sum payment. The following table sets forth for the one director entitled to receive future benefits under the plan who served on the Board during fiscal 2014,2017, the amount payable to him assuming a hypothetical retirement date of June 1, 2014.2017.

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DIRECTORS’ COMPENSATION

Fiscal 20142017 Director Compensation

The following table sets forth information regarding the compensation of FedEx’snon-employee (outside) directors for the fiscal year ended May 31, 2014:2017:

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PROPOSAL 1 —  ELECTION OF DIRECTORS

All of FedEx’s directors are elected at each annual meeting of stockholders and hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The Board of Directors currently consists of thirteentwelve members. Steven R. Loranger is retiring as a director immediately before this annual meeting and is not standing for reelection. The Board proposes that each of the other current directors be reelected to the Board. Ms. Jabal and Mr. Ellison were initially elected as directors by the Board in December 2013 and March 2014, respectively. Frederick W. Smith, FedEx’s Chairman, President and Chief Executive Officer, and the members of the Nominating & Governance Committee had recommended Ms. Jabal and Mr. Ellison as nominees.

Effective upon the retirement of Mr. Loranger, the size of the Board will be decreased to twelve members. Each of the nominees elected at this annual meeting will hold office until the annual meeting of stockholders to be held in 20152018 and until his or her successor is duly elected and qualified.

Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote your shares for the substitute nominee.

Under FedEx’smajority-voting standard, each of the twelve director nominees must receive more votes cast “for” than “against” his or her election in order to be elected to the Board. For more information, please see “Corporate Governance Matters —Majority-Voting Standard for Director Elections.”

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE TWELVE NOMINEES.

Experience, Qualifications, Attributes and Skills

The Nominating & Corporate Governance Committee seeks director nominees with the skills and experience needed to properly oversee the interests of the company. The Committee carefully evaluates each candidate to ensure that he or she possesses the experience, qualifications, attributes and skills that the Committee has found are necessary for an effective board member. These crucial qualities include, among others:

• The highest level of personal and professional ethics, integrity and values;

• Practical wisdom and mature judgment;

• An inquiring and independent mind;

• Expertise that is useful to FedEx and complementary to the background and experience of other Board members; and

• Willingness to represent the best interests of all stockholders and objectively appraise management performance.

In addition to the qualifications that each director nominee must have, the Board believes that one or more of FedEx’s Board members should possess the experience and expertise listed below because of their particular relevance to the company’s business and structure. These were all considered by the Board in connection with this year’s director nomination process.

• Transportation Industry Experience

• International Experience

• Financial Expertise

• Marketing Expertise

• Technological Expertise

• Energy Expertise

• Government Experience

• Leadership Experience

Below you will find each nominee’s biography along with other pertinent information, including a selection of each Board nominee’s skills and qualifications. Following the biographies, we have included a chart that exhibits the collective experience, qualifications, attributes and skills of our Board nominees.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Nominees for Election to the Board

		Frederick W. Smith
			Age:70 Director since:1971 Committees:None Other public directorships:None
				Age:73 Director since:1971 Committees:None Other public directorships:None
		Mr. Smith is the company’s founder and has been Chairman President and Chief Executive Officer of FedEx since 1998 and Chairman of FedEx Express since 1975. Mr. Smith was President of FedEx from 1998 through January 2017. He was Chairman, President and Chief Executive Officer of FedEx Express from 1983 to 1998, Chief Executive Officer of FedEx Express from 1977 to 1998, and President of FedEx Express from 1971 to 1975.
	Skills and Qualifications: •Transportation Industry:Industry: Founder of our company and the pioneer of the express transportation industry. • International:International: Leads our multinational company and has served on the board of the Council on Foreign Relations and as chairman of the U.S.–ChinaU.S.-China Business Council and the French–AmericanFrench-American Business Council. • Energy:Energy: Co-chairman of the Energy Security Leadership Council.

		James L. Barksdale
			Age:71 74 Director since:1999 Committees:Information Technology Oversight (Chairman), Nominating & Governance Other public directorships:Time Warner Inc.None
	Mr. Barksdale is Chairman and President of Barksdale Management Corporation, an investment management company, a position he has held since 1999. He is also the former Managing Partner of The Barksdale Group, a venture capital firm, a position he held from 1999 to 2013. He was President and Chief Executive Officer of Netscape Communications Corporation, a provider of software, services and website resources to Internet users, from 1995 to 1999. He held various senior management positions at FedEx Express from 1979 to 1992, including Executive Vice President and Chief Operating Officer, and was a director of FedEx Express from 1983 to 1991. He was previously a director of Sun Microsystems, Inc. From January 2012 to June 2012, he served as the interim Executive Director of the Mississippi Development Authority. He is a former director of Sun Microsystems, Inc. and Time Warner, Inc.
	Skills and Qualifications: •Transportation Industry:Industry: Held various senior management positions at our company during its early years. • Technology:Technology: Has held executive positions with multiple technology companies. • Government:Government: Served on the U.S. President’s Intelligence Advisory Board for seven years.

		John A. Edwardson
			Age:65 68 Director since:2003 Committees:Audit (Chairman) Other public directorships:ACEChubb Limited and Rockwell Collins, Inc.
	Mr. Edwardson is the former Chairman and Chief Executive Officer of CDW Corporation, a provider of technology products and services, serving as Chief Executive Officer from 2001 to September 2011 and as Chairman from 2001 to December 2012. He was Chairman and Chief Executive Officer of Burns International Services Corporation, a provider of security services, from 1999 to 2000. He was President and Chief Operating Officer of UAL Corporation (the parent company of United Air Lines, Inc.), an airline, from 1995 to 1998. He is a former director of CDW Corporation.
	Skills and Qualifications: •Transportation Industry:Industry/International: Former President and COO of a major airline. • Financial:Financial: Former CFO of two public companies. • Technology:Technology: Former CEO of a technology products and services provider.

2014 Proxy Statement       15