Fedex 2016 Annual Meeting of Stockholders – September 26, 2016
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FedEx 2016 Annual Meeting of Stockholders – September 26, 2016 Frederick W. Smith Chairman, President & CEO, FedEx Corp. All right. Ladies and gentlemen, it’s precisely 8:00 in the morning of 26 September 2016. Welcome to the Annual Stockholders Meeting of FedEx Corporation. As I think most of you know, I’m Frederick Wallace Smith, Chairman of the Board and CEO of FedEx 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. Let me begin by introducing the other members of the FedEx Board of Directors. As I call your name, please stand and be recognized. Jim Barksdale, John Edwardson, Marvin Ellison, Chris Inglis, Kim Jabal, Shirley Jackson, Brad Martin, Joshua Ramo, Susan Schwab, David Steiner and Paul Walsh. As you may know, Gary Loveman, who has been a member of our Board of Directors since 2007, has retired from the Board effective today. We thank Mr. Loveman for his service and dedication to FedEx and wish him well. Joining me on stage are Christine Richards, our Executive Vice President, General Counsel and Corporate Secretary who will act as secretary of the meeting; John Ruocco, Assistant Vice President and Senior Relationship Manager of Computershare Trust Company, our transfer agent who has been appointed and duly sworn as Inspector of Election. Representatives of Ernst & Young are also present and available to answer appropriate questions that you may have of them as auditors of the Company’s fiscal year 2016 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 the agenda and those guidelines. If you have 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. Christine P. Richards EVP, General Counsel & Secretary, FedEx Corp. Mr. Chairman, I have a complete list of the holders of record of the Company’s common stock at the close of business on August 1, 2016, 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 also have received an affidavit of a representative of Computershare which states that on August 15, 2016, the Notice of Annual Meeting, the Proxy Statement, the Proxy, the 2016 Annual Report and a postage prepaid return envelope were mailed to the stockholders of record as of August 1, 2016. A tabulation of the proxies received from shareholders indicates that a majority of the shares outstanding on the record day are represented at this meeting and a quorum is present. Frederick W. Smith Chairman, President & CEO, FedEx Corp. Thank you Ms. Richards. A copy of the affidavit will be filed with the records of this meeting. The polls for each proposal are now open at 8:03 AM Central Time, 26 September 2016. Proposals to be considered today are listed on the agenda and in the proxy materials previously distributed. If you have 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 have previously voted by a proxy, please do not fill out a ballot unless you wish to change your proxy vote. Anybody in that category? 1 Since there are none—I don’t have to even go through this next one, do I? Good. The first matter to be taken up is the election of directors. Twelve directors are to be elected today. A nominee will be elected to the Board of Directors if the number of votes cast for such nominee’s election exceeds the number of votes cast against such nominee’s election. If elected, each nominee will serve as a director until the 2017 Annual Meeting and until his or her successor is duly elected and qualified. The nominees are as follows: James L. Barksdale, John A. Edwardson, Marvin R. Ellison, John C. Inglis, Kimberly A. Jabal, Shirley Ann Jackson, R. Brad Martin, Joshua Cooper Ramo, Susan C. Schwab, Frederick W. Smith, David P. Steiner and Paul S. Walsh. The next item of business is the proposal to approve, on a non-binding basis, an advisory resolution on named executive officer compensation as follows: Resolved, that the compensation paid to FedEx’s named executive officers as disclosed in the Company’s Proxy Statement for the 2016 Annual Meeting of Stockholders pursuant the to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the accompanying compensation tabled and the related narrative discussion is hereby approved. Male Speaker: (Inaudible). Frederick W. Smith Chairman, President & CEO, FedEx Corp. No, I think we go through all of these—is that not right? And then we’ll take questions on the proposals. Male Speaker: Okay, thank you. Frederick W. Smith Chairman, President & CEO, FedEx Corp. The next 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, 2017. The fourth item of business is the consideration of a stockholder proposal regarding a lobbying activity and expenditure report. I will now ask a qualified representative of the proponents to present the proposal. Please limit the presentation of your proposal to three minutes. First please identify yourself, the institution you represent and the number of shares. Louis Malizia Clean Yield Asset Management, International Brotherhood of Teamsters General Fund and Newground Social Investment Mr. Chairman, my name is Louis Malizia and I’m presenting this proposal on behalf of Clean Yield Asset Management and the International Brotherhood of Teamsters General Fund. Frederick W. Smith Chairman, President & CEO, FedEx Corp. And the number of shares? Louis Malizia Clean Yield Asset Management, International Brotherhood of Teamsters General Fund and Newground Social Investment I believe it’s - I’m sure in the statement. I’ll get back to that. 2 Frederick W. Smith Chairman, President & CEO, FedEx Corp. Well, listen, you’ve been here before and we trust you so we’re going to— Louis Malizia Clean Yield Asset Management, International Brotherhood of Teamsters General Fund and Newground Social Investment I’m not … Frederick W. Smith Chairman, President & CEO, FedEx Corp. I ASSUME you’re a shareholder. Go ahead. Louis Malizia Clean Yield Asset Management, International Brotherhood of Teamsters General Fund and Newground Social Investment I’m not positive the Clean Yield’s numbers. Frederick W. Smith Chairman, President & CEO, FedEx Corp. That’s all right. Go ahead. Louis Malizia Clean Yield Asset Management, International Brotherhood of Teamsters General Fund and Newground Social Investment Mr. Chairman, we believe FedEx has a strong corporate responsibility record demonstrated by the actions of the Company taken on environmental, social and governance issues. Unfortunately, with respect to transparency of its lobbying activities, FedEx is not displaying leadership, a situation our proposal seeks to rectify. This year’s Proxy currently tells investors where to find its lobbying expenditures each quarter on a Senate database, but there are significant gaps in what that database reveals. What we can piece together from the public record is the following. In the last 10 years FedEx has spent over $128 million on lobbying, according to the Center for Responsive Politics. To date in this year alone FedEx has spent nearly $3 million, is the 20th largest lobbyist among the more than 3,000 organizations tracked by the widely regarded Center for Responsive Politics. These figures are not complete. They do not include state lobbying expenditures where disclosure is uneven or absent all together, although it is public information that our Company spent over $0.5 million lobbying in California alone in 2014 and 2015. These are significant expenditures from the corporate treasury. What did we spend our time and money lobbying for or against? Why not describe it to investors? FedEx does not disclose trade association payments used for lobbying, even though the Proxy Statement notes that accounting procedures are in place to record and monitor these expenditures for the organizations. It would be simple to add a list of trade associations to whom you pay significant dues and fees, such as the US Chamber of Commerce and the American Trucking Association and disclose the amount of the payment and the percent of that payment that is spent on lobbying. This would render a far more thorough picture of FedEx’s lobbying priorities than the partial and misleading that currently constitute this company’s disclosure. We believe the ATA stance on misclassification of workers and the Chamber’s anti-union efforts correlates to the company’s high legal costs associated with FedEx Ground misclassification lawsuits as well as court defeats in National Labor Relations Board challenges. Are these organizations leading FedEx down a treacherous and ill-advised path? Again, we cannot evaluate the extent of the company’s financial and lobbying commitment because of the lack of transparency. 3 FedEx is a board member of the US Chamber of Commerce, the country’s largest lobby.