Proxy Blog

FedEx Corporation

August 21, 2020

The annual proxy for this courier delivery service had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and compensation 
  2. Shareholder proposals on lobbying, political disclosure, employee representation on the board, written consent, ESG metrics into executive compensation 

Magni voted as follows: 

  1. For and against proforma proposals.
    For directors – The disclosures in the proxy meet the criteria in Magni’s policy on election of directors.
    -For auditors – The company meets the criteria in Magni’s policy on auditor ratification.
    -Against compensation- The disclosures in the proxy did not meet the criteria in Magni’s policy on the advisory vote. 
  2. Against shareholder proposals
    Lobbying disclosure – The proposal did not meet the requirements in the Magni policy on lobbying disclosure.
    -Political disclosure – The proposal did not meet the requirements in the Magni policy on lobbying disclosure.
    -Employee representation – Generally, a company should have the latitude to suggest director candidates that best meet the company’s interests. The shareholders then get the opportunity to approve (or reject) those candidates. Despite FedEx’s overall strong governance program, it had been subject to significant fines (per the supporting statement in prior shareholder proposals on this specific topic). This year’s proposal does not document fines. Once again, Magni voted against the shareholder proposal, though may vote differently in the future if FedEx continues to have employee issues.
    -Written consent – Per the Magni position paper, Magni routinely votes against these proposals.
    -ESG metrics into executive compensation – Well governed companies should have good performance on ESG metrics. FedEx already has strong ESG programs and transparency on metrics. The shareholder proposal is generic and the only identified deficiencies of FedEx documented in the proposal are hypothetical consideration for the future. If future shareholder proposals identified actual deficiencies and/or the company performance on ESG considerations deteriorated, Magni would be inclined to vote for such a proposal.