FedEx stockholders approve union-backed proposal

   By Wayne Risher of The Commercial Appeal

Sept. 28, 2015

FedEx stockholders on Monday approved a Teamsters-backed resolution that proposes an easier path for share owners to promote candidates for the board of directors.

It was the only shareholder proposal adopted during the Memphis-based company's annual meeting, and the first such proposal to pass since 2010.

Rejected proposals included calls for a review of company ties to the Washington Redskins' FedExField, compensation clawbacks in case of management wrongdoing, an independent board chairman and increased disclosure of political campaign and lobbying spending.

Shareholders gathered in person and by webcast at the FedEx Express world headquarters in southeast Memphis.

Shareholder proxy access would allow significant share owners to nominate director candidates and have their candidates' names appear on the proxy, the company's notice of official business at the annual meeting. Critics say the current nominating system forces dissident shareholders to mount a campaign against the incumbent board.

The resolution, offered by Marco Consulting Group Trust of Chicago, asks directors to change company bylaws.

FedEx chairman, president and chief executive Frederick W. Smith, after announcing the votes, said the resolution was non-binding, "but we will take it into account as we evaluate our corporate governance structure."

Speaking for the resolution, Louis Malizia, assistant director, capital strategies, for the International Brotherhood of Teamsters, said, "We believe proxy access is a fundamental right that should be in place at all companies." He said companies including Chesapeake Energy, Hewlett-Packard, Western Union and Verizon had adopted similar bylaws in recent years.

The board opposed the resolution, saying current policies are adequate to hold directors accountable, provide stockholders access to the board and allow stockholders to suggest director nominees to a board committee.

The measure passed with 53.8 percent of voted shares, 122.1 million to 102.7 million.

Shareholders in 2010 approved a resolution seeking a way to call a board meeting, a right that was reserved for the board at that time.  The 2011 annual meeting enacted a provision that holders of 20 percent or more of FedEx common stock could call a special meeting.
 

About Wayne Risher

Wayne Risher is a business reporter for The Commercial Appeal. He covers FedEx and the logistics industry, as well as Downtown development. He is the producer of Hub City Insider.