FDXFedEx
FedEx Corporation (“FedEx”) was incorporated in Delaware on October 2, 1997 to serve as the parent holding company and provide strategic direction to the FedEx portfolio of companies. 10-K, Item 1
Deals between FDX and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-08-17 reports that the one filed 2025-08-18 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-08-18.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 1 paragraph of the proxy filed 2025-08-18 with nothing like them this year
Related Person Transactions“In fiscal 2017, following the Board’s approval, FedEx entered into a two-year software services agreement with LiveSafe, Inc., a leading mobile risk intelligence solution for safety and security incident prevention, response, and communication. Mr. Smith was a former member of the board of directors of LiveSafe, and an affiliated entity of Mr. Smith invested $7.25 million in LiveSafe’s Series B financings. Mr. Smith’s youngest son was an employee and partial owner of LiveSafe. Under the terms of the agreement, FedEx paid LiveSafe $300,000 per year, in addition to an initial set-up fee of approximately $20,000. In July 2018, following the Board’s approval, FedEx and LiveSafe agreed to amend and extend the agreement through July 2021. Pursuant to the amendment, the number of licensed FedEx users of the LiveSafe application increased, and FedEx paid total license fees of approximately $4.4 million over the three-year term of the agreement. In October 2020, Vector Solutions, an unrelated third party and provider of software solutions for learning, operational readiness, workforce management, and risk reduction, acquired LiveSafe. Following the sale of LiveSafe to Vector Solutions, Mr. Smith and Mr. Smith’s youngest son no longer held any ownership interests in LiveSafe or Vector Solutions, and Mr. Smith’s youngest son is no longer employed by LiveSafe or Vector Solutions. In connection with the sale of LiveSafe, Vector Solutions and Mr. Smith’s youngest son entered into a referral agreement pursuant to which Mr. Smith’s youngest son receives commissions upon the renewal of certain LiveSafe agreements in place prior to the sale, including the FedEx agreement when it was in effect. LiveSafe was previously an integral part of our workplace safety program. Based on the recommendations of our Security and Information Technology leadership, in fiscal 2022 FedEx extended the term of the software services agreement with Vector Solutions (as successor to LiveSafe) for a three-year term beginning July 31, 2021 through July 30, 2024. The GSPP Committee and the independent members of the Board approved the extension of the agreement. FedEx paid an annual license fee of $1,545,000 for each year of the three-year term based on the current number of licensed FedEx users. Pursuant to the referral agreement, Vector Solutions paid Mr. Smith’s youngest son a commission of $154,500 per year over the three-year renewal term based on the current number of licensed FedEx users. The agreement was not subsequently renewed upon expiration on July 30, 2024.”
Read it in last year's proxy ↗
New wording of the review policy 1 paragraph without an amount or a name
Related Person Transactions“On June 1, 2026, FedEx completed the previously announced tax-free spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”) into a new publicly traded company (the “Spin-Off”).”
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The whole section 9 paragraphs, proxy filed 2026-08-17
Related Person Transactions“In accordance with the company’s Policy on Review and Preapproval of Related Person Transactions, which is described in more detail below in “ - Board Processes and Policies - Policy on Review and Preapproval of Related Person Transactions,” the GSPP Committee has reviewed and approved the following new and existing related person transactions and determined that they remain in the best interests of FedEx and our stockholders:”
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Related Person Transactions“Mr. Subramaniam’s brother is employed by Federal Express as a manager of information technology.”
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Related Person Transactions“Mr. R.W. Smith’s sister is employed by FedEx as a staff director of global public policy.”
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Related Person Transactions“In June 2024, Frederick W. Smith, our former Executive Chairman and Chairman of the Board, purchased a Challenger 650 aircraft (“Aircraft”) through a wholly owned limited liability company (“Aircraft Owner”) for personal use. Following approval by the GSPP Committee and independent members of the Board in July 2024, FedEx entered into the following agreements, effective August 1, 2024, relating to the Aircraft: (1) a dry lease with the Aircraft Owner (“Dry Lease”), which obligated FedEx to arrange for protection and maintenance of the Aircraft and permitted FedEx to use the Aircraft for FedEx business purposes; and (2) a flight support and flight crew services agreement with Mr. Smith (“Support Agreement” and, together with the Dry Lease, the “Aircraft Agreements”) covering expenses related to Mr. Smith’s personal use of the Aircraft. Under the Dry Lease, the Aircraft Owner paid FedEx for actual expenses incurred by FedEx to protect and maintain the Aircraft and a monthly fee for services performed by FedEx personnel. If FedEx uses the Aircraft for FedEx business, FedEx is required to pay an hourly rental rate to the Aircraft Owner, based on operating costs of the Aircraft and the fair market dry lease rate for similar aircraft. Under the Support Agreement, FedEx provided operational support of the Aircraft, and Mr. Smith paid FedEx for operating expenses, flight crew expense, services provided by FedEx personnel, and trip planning services. The financial terms of the Aircraft Agreements were determined on an arms-length basis based upon an analysis of market rates for flight crews and charter flights for comparable aircraft and FedEx’s operating costs. Following Mr. Smith’s unexpected passing, in July 2025 FedEx entered into a new dry lease with the Aircraft Owner (the “New Dry Lease”) and a new flight support and flight crew services agreement with Stacey D. Smith, the mother of Richard W. Smith and member of the Aircraft Owner (the “New Support Agreement” and, together with the New Dry Lease, the “New Aircraft Agreements”), to allow Mr. Smith’s family to continue to use the Aircraft. The substantive terms of the New Aircraft Agreements are identical to those in the Aircraft Agreements. The GSPP Committee approved the New Aircraft Agreements. For services provided in fiscal 2026, the Aircraft Owner paid FedEx $1,125,078 pursuant to the New Dry Lease and Mrs. Smith paid FedEx $1,578,223 pursuant to the New Support Agreement. FedEx did not use the Aircraft for FedEx business and did not make any payments to the Aircraft Owner pursuant to the Dry Lease during fiscal 2026.”
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Related Person Transactions“Pursuant to FedEx’s executive security procedures (which are consistent with recommendations of an independent outside security consultant and reviewed annually by the Compensation and Human Resources Committee), FedEx provided Mr. Smith with security services and equipment, including home security systems and residential security patrols and provided personal security services. Following Mr. Smith’s passing, FedEx continued to provide security services and equipment for the primary residence of Stacey D. Smith during fiscal 2026, and the cost for such security services was fully reimbursed by Mrs. Smith. Mrs. Smith paid FedEx $330,825 for security services in fiscal 2026.”
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Related Person Transactions“Additionally, the following related person transactions took place during fiscal 2026:”
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Related Person Transactions“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. R.W. Smith paid FedEx $418,861 during fiscal 2026 in connection with certain personal use of corporate aircraft.”
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Related Person Transactions“The total annual compensation of each of Mr. Subramaniam’s brother and Mr. R.W. Smith’s sister, for fiscal 2026 (including any incentive compensation and the Black-Scholes value of any stock option award) did not, individually, exceed $407,700.”
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Related Person Transactions“On June 1, 2026, FedEx completed the previously announced tax-free spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”) into a new publicly traded company (the “Spin-Off”).”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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