{"url_path":"/sec/fdx/8-k/2026-05-08/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ****Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1048911/0001104659-26-058006-index.html","accession_number":"0001104659-26-058006","cik":"0001048911","ticker":"FDX","issuer_name":"FEDEX CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1048911/0001104659-26-058006-index.html","primary_entity_key":"0001048911","primary_entity_name":"FEDEX CORP"},"word_count":475,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.02.****Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory\nArrangements of Certain Officers.**\n\n** **\n\nAs\npreviously reported, John W. Dietrich will step down as Executive Vice President\nand Chief Financial Officer of FedEx Corporation (“FedEx” or “the Company”),\neffective June 1, 2026, and his last day as an employee of the Company will be July 31, 2026 (the “separation date”).\n\n \n\nOn May 7, 2026, Mr. Dietrich and the\nCompany entered into a separation and release agreement (the “Agreement”). The material terms of the Agreement are summarized\nbelow:\n\n \n\n•*Cash\nPayment.*Following the separation\ndate, on or before August 31, 2026, Mr. Dietrich will receive a cash payment of $2,209,276\n(equal to one times his current base salary and target bonus). If,\nduring the period ending two years following the separation date, the Company discovers that\nMr. Dietrich has breached any of his material obligations under the Agreement, the Company\ncan seek repayment of the cash payment.\n\n \n\n•*Other\nBenefits.* The Company will pay the costs of transition services provided by a third-party\nfirm. In addition, FedEx has agreed to reimburse Mr. Dietrich for the costs of preparing\nand filing his 2026 income tax returns in accordance with FedEx’s generally applicable\npolicies for reimbursing officers for such costs, provided that Mr. Dietrich submits\nsuch request for reimbursement in writing no later than May 31, 2027.\n\n \n\n•*Confidentiality;\nNon-Compete Agreement; Mutual Non-Disparagement*. The\nAgreement contains a confidentiality provision, non-compete, and a mutual non-disparagement\nagreement.\n\n \n\n•*Release\nof Claims*. The Agreement contains a general release of claims that Mr. Dietrich may have\nagainst FedEx and its subsidiaries and affiliated companies, and their respective affiliates\nand related parties.\n\n \n\nMr. Dietrich\nwill continue to receive his current base salary through the separation date. He is eligible to receive payouts, if any, under FedEx’s\nfiscal 2026 annual incentive compensation plan (the “2026 AIC Plan”) and FedEx’s FY24–FY26 long-term incentive\nplan and prorated payouts, if any, under FedEx’s FY25–FY27 and FY26–FY28 long-term incentive plans (collectively, the\n“Active LTI Plans”) based on his current position as Executive Vice President and Chief Financial Officer and the portion\nof the applicable three-fiscal-year period (with respect to the Active LTI Plans) during which he was employed, in accordance with the\nterms of those plans. The vesting and exercise rights of his stock options, restricted stock, and performance stock units will be governed\nby the terms of FedEx’s 2019 Omnibus Stock Incentive Plan (“Stock Plan”). Additional details regarding the 2026 AIC\nPlan, Active LTI Plans, and Stock Plan are included in FedEx’s Definitive Proxy Statement on Schedule 14A filed with the Securities\nand Exchange Commission on August 18, 2025.\n\n \n\nThe benefits Mr. Dietrich will receive\nin connection with his departure will comply with the FedEx Corporation Policy on Limitation of Severance Benefits.\n\n \n\nThe Agreement is attached as Exhibit\n10.1 and incorporated herein by reference.\n\n \n\n**SECTION 9. FINANCIAL STATEMENTS AND\nEXHIBITS.**"}