{"url_path":"/sec/fdxf/8-k/2026-06-26/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/2082247/0001104659-26-078270-index.html","accession_number":"0001104659-26-078270","cik":"0002082247","ticker":"FDXF","issuer_name":"FedEx Freight Holding Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2082247/0001104659-26-078270-index.html","primary_entity_key":"0002082247","primary_entity_name":"FedEx Freight Holding Company, Inc."},"word_count":1466,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors\nor Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nEffective June 24, 2026, the Human\nResources and Compensation Committee (the “HRCC”) of the Board of Directors of FedEx Freight Holding Company, Inc. (the\n“Company”) approved the following executive compensation-related matters:\n\n \n\n*TY26 AIC\nPlan*\n\n \n\nThe HRCC approved an annual cash incentive\ncompensation plan (the “TY26 AIC Plan”) for the transition year June 1 to December 31, 2026 (“TY26”).\nThe performance measure for all participants in the TY26 AIC Plan is adjusted consolidated operating income, with the HRCC to approve\nany adjustments to the Company’s consolidated operating income following the end of TY26.\n\n \n\nThe threshold, target, and maximum objectives\nof the TY26 AIC Plan are specified levels of adjusted operating income. Actual adjusted operating income performance below the threshold\nobjective for executive officers will result in no payout under the TY26 AIC Plan. Actual adjusted operating income performance exceeding\nthe target objective under the TY26 AIC Plan will result in an above-target payout, up to the maximum payout of 200% of the target amount.\nProrated payouts will be made in the event of a participant’s retirement after attaining age 60, death, or disability during TY26.\n\n \n\nThe target payouts for the Company’s\nexecutive officers under the TY26 AIC Plan as a percentage of their respective annual base salary rate (as in effect at the end of TY26)\nprorated for TY26 are as follows:\n\n \n\n**Name**\n \n**Target\nPayout\n(as a percentage of annual base salary rate\nprorated for TY26)**\n \n\nJohn A. Smith\n\nPresident and Chief Executive\nOfficer\n\n \n175\n%\n\nClement Edward Klank III\n\nExecutive Vice President\n– Chief Human Resources and Legal Officer\n\n \n100\n%\n\nMichael B. Lyons\n\nExecutive Vice President\n– Chief Specialized Services and Commercial Officer\n\n \n100\n%\n\nClinton D. McCoy\n\nExecutive Vice President\n– Chief Operating Officer\n\n \n100\n%\n\nMichael Rodgers\n\nExecutive Vice President\n– Chief Technology Officer\n\n \n100\n%\n\nMarshall W. Witt\n\nExecutive Vice President\n– Chief Financial Officer\n\n \n100\n%\n\n \n\n*TY26–CY28 LTIP*\n\n \n\nThe HRCC approved a long-term equity-based\nincentive program (the “TY26–CY28 LTIP”) for the period June 1, 2026 to December 31, 2028 (the “Performance\nPeriod”) consisting of two components, each of which will be granted on June 29, 2026 pursuant to the Company’s 2026\nOmnibus Stock Incentive Plan (the “Plan”) and the applicable form of award agreement: (i) performance stock units (“PSUs”)\nto be settled in the Company’s common stock that will conditionally vest on December 31,\n\n \n\n2\n\n \n\n \n\n2028 subject to the Company’s\nperformance against an aggregate adjusted free cash flow goal for the Performance Period comprising 50% of the PSU payout opportunity\nand an aggregate adjusted earnings per share (“EPS”) goal for the Performance Period comprising 50% of the PSU payout opportunity\n(75% of the target TY26–CY28 LTIP payout for executive officers, the “LTIP PSUs”) and (ii) a grant of restricted\nstock units (“RSUs”) that will vest in three installments, with 33.33% vesting on May 15, 2027, 33.33% vesting on March 31,\n2028, and 33.34% vesting on February 15, 2029 (25% of the target TY26–CY28 LTIP payout for executive officers, the “LTIP\nRSUs”).\n\n  \n\nNeither the LTIP PSUs nor the LTIP RSUs\nwill accrue dividend equivalent rights. The HRCC will approve any adjustments to the Company’s EPS and free cash flow for purposes\nof the LTIP PSUs following the end of the applicable transition year or calendar year during the Performance Period.\n\n \n\nThe target payouts for the Company’s\nexecutive officers under the TY26–CY28 LTIP as a percentage of their respective annual base salary are as follows:\n\n \n\n**Name**\n \n**Target\nPayout\n(as a percentage of annual base salary)1**\n \n\nJohn\nA. Smith\n \n450\n%\n\nClement\nEdward Klank III\n \n200\n%\n\nMichael\nB. Lyons\n \n200\n%\n\nClinton\nD. McCoy\n \n200\n%\n\nMichael\nRodgers\n \n200\n%\n\nMarshall\nW. Witt\n \n200\n%\n\n1 LTIP PSUs comprise 75%\nof the target TY26–CY28 LTIP payout for executive officers and LTIP RSUs comprise 25% of the target TY26–CY28 LTIP payout\nfor executive officers.\n\n \n\nThe HRCC also approved applying the\nsame performance measures as approved for the LTIP PSUs to the one-time award of PSUs granted by FedEx Corporation (“FedEx”)\nin September 2025 to certain of its officers that converted to PSUs of the Company in connection with the spin-off of the Company\nfrom FedEx into an independent, publicly traded company on June 1, 2026 (the “Spin-Off”) pursuant to the Employee Matters\nAgreement, dated as of May 31, 2026, by and between the Company and FedEx (the “Converted PSUs”). Mr. Smith holds\nConverted PSUs with an original target value of $825,000 and each of Messrs. Klank, Lyons, McCoy, and Rodgers hold Converted PSUs\nwith an original target value of $155,000. The Converted PSUs accrue dividend equivalent rights.\n\n \n\n*Spin-Off and Offer Letter Bonuses*\n\n \n\nIn recognition of the successful and\ntimely completion of the Spin-Off, the HRCC approved (i) cash bonuses of $100,000 to each of Messrs. Klank, Lyons, McCoy, Rodgers,\nand Witt and (ii) RSUs to be granted on June 29, 2026 with a target value of $1,000,000 to Mr. Smith, $500,000 to Mr. Rodgers,\nand $250,000 to each of Messrs. Klank, Lyons, McCoy, and Witt and that will fully vest on May 15, 2027 (the “Spin-Off\nRSUs”). The Spin-Off RSUs will not accrue dividend equivalent rights.\n\n \n\nThe HRCC also approved a $585,000 cash\nbonus to Mr. Witt that is payable in connection with the Spin-Off pursuant to the terms of his offer letter with the Company, dated\nas of September 30, 2025, a copy of which is filed as Exhibit 10.11 to the Company’s Registration Statement on Form 10,\nfiled with the SEC on January 16, 2026, as amended by Amendment No. 1, filed with the SEC on April 10, 2026.\n\n \n\n3\n\n \n\n \n\n*Treatment of Equity-Based Awards\nUpon Retirement, Death, or Disability*\n\n \n\nThe HRCC approved a Policy Regarding\nTreatment of Equity-Based Awards Upon Retirement (the “Equity-Based Retirement Policy”), effective as of June 24, 2026.\nPursuant to the Equity-Based Retirement Policy, an employee holding equity-based awards granted under the Plan on or after the Spin-Off\n(excluding awards converted in connection with the Spin-Off, including the Converted PSUs) will be eligible for retirement treatment\nif, at the time of the cessation of the employee’s service, (i) the sum of the employee’s age and total years of service\n(including employment by FedEx or any of its subsidiaries at any point prior to the Spin-Off) equals or exceeds 70, (ii) the employee\nhas attained a minimum age of 55, and (iii) the employee has completed a minimum of 10 years of total service.\n\n \n\nUpon a qualified retirement pursuant\nto the Equity-Based Retirement Policy, (i) LTIP PSUs will vest on a prorated basis based on the length of service during the applicable\nperformance period and actual achievement of the applicable performance measures during the full performance period, with settlement\nfollowing the HRCC’s determination of actual performance, and (ii) LTIP RSUs and Spin-Off RSUs will fully vest, with settlement\nas soon as practicable following retirement, in each case subject to the participant’s ongoing compliance with applicable restrictive\ncovenants, clawback and recoupment policies, and other post-termination obligations. The HRCC approved an exception to the Equity-Based\nRetirement Policy to provide that (i) the LTIP RSUs granted to Mr. Rodgers will fully vest upon his retirement at or after\nage 60 provided that he remains employed by the Company through May 15, 2027 and (ii) the Spin-Off RSUs granted to Mr. Rodgers\nwill fully vest upon his retirement at or after age 60.\n\n \n\nPursuant to the terms of the Form of\nPerformance Stock Unit Agreement and Form of Restricted Stock Unit Agreement approved by the HRCC, if the participant’s service\nterminates due to death or disability prior to the applicable vesting or payment date, (i) LTIP PSUs will immediately vest at the\ntarget level of performance and (ii) LTIP RSUs and Spin-Off RSUs will immediately vest, with shares underlying such PSUs and RSUs\nissued as promptly as practicable thereafter.\n\n \n\nExcept as described above, if a participant’s\nservice terminates prior to the applicable vesting, measurement, or payment date, the participant’s unvested LTIP PSUs, LTIP RSUs,\nand Spin-Off RSUs will be forfeited.\n\n \n\nThe foregoing summary does not purport\nto be complete and is qualified in its entirety by reference to the text of the Form of Performance Stock Unit Agreement, Form of\nRestricted Stock Unit Agreement, and Policy Regarding Treatment of Equity-Based Awards Upon Retirement, which will be filed as exhibits\nto the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.\n\n \n\n4\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n\n**FEDEX FREIGHT HOLDING COMPANY, INC.**\n\n \n\n \n\nBy:/s/ C. Edward Klank III\n \n\n Name: C. Edward Klank III\n \n\n Title: Executive Vice President – Chief Human Resources and Legal Officer\n \n\n \n\nDate: June 26, 2026\n\n \n\n5"}