FEDEX CORP 8-K

What Happened
FedEx Corporation announced on March 9, 2026 that its Board, at the recommendation of the Compensation and Human Resources Committee, approved amendments to its FY25–FY27 and FY26–FY28 long‑term incentive (LTI) plans. The changes measure actual performance through the end of FY26 using the original plan goals and assume target performance for the remaining period(s), with payouts calculated as a weighted average of actual results through FY26 and target performance thereafter. The amendments respond to the planned spin‑off of FedEx Freight (expected June 1, 2026) and the Company’s fiscal‑year end change from May 31 to December 31, effective June 1, 2026.

Key Details

• Board approval date: March 9, 2026; amendments effective for employees who remain after the spin‑off, including named executive officers referenced in the 2025 Proxy Statement.
• FY25–FY27 plan payout calculation: actual FY25 + actual FY26 + FY27 assumed at 100% target; weighted as 67% actual performance / 33% target.
• FY26–FY28 plan payout calculation: actual FY26 + FY27 assumed at 100% target + FY28 assumed at 100% target; weighted as 33% actual performance / 67% target.
• Payouts will be made after May 31, 2027 (FY25–FY27) or May 31, 2028 (FY26–FY28). No other changes were made to performance metrics or payout opportunities.

Why It Matters
These amendments change how multi‑year incentive awards will be measured and paid, locking in target assumptions for the post‑FY26 portion of each plan because of the spin‑off and fiscal‑year shift. For investors, that affects how executive and employee incentives are recognized and when related payouts and compensation expense will occur; it also clarifies which employees (those remaining with FedEx after the Freight spin‑off) will be subject to the revised payout approach. Additional plan and NEO payout details are in the company’s 2025 Proxy Statement (pages 55–60).