<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
FEDERAL EXPRESS CORPORATION
2005 CORPORATE AVENUE
MEMPHIS, TENNESSEE 38132
________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 26, 1994
________________________________________________
To the Stockholders of Federal Express Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of Federal
Express Corporation (the "Corporation") will be held at the [_________] Hotel,
[_____________], Memphis, Tennessee, on Monday, September 26, 1994 at
10:00 a.m., Central Time, for the following purposes:
1. To elect the Class II Directors to serve for the next three years;
2. To approve an amendment to the Corporation's Certificate of
Incorporation to increase the number of authorized shares of the
Corporation's Common Stock;
3. To ratify the designation of Arthur Andersen & Co. as independent
auditors of the Corporation for fiscal 1995; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on July 29, 1994 will be
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
By order of the Board Directors,
KENNETH R. MASTERSON
SECRETARY
August [__], 1994
IMPORTANT
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING. THE ENCLOSED RETURN ENVELOPE REQUIRES NO ADDITIONAL
POSTAGE IF MAILED IN THE UNITED STATES OR CANADA, AS APPLICABLE.
<PAGE>
________________________
PROXY STATEMENT
________________________
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Federal Express Corporation (the "Corporation").
Shares represented at the meeting by the enclosed form of proxy will be voted by
Mr. William J. Razzouk, Executive Vice President - Worldwide Customer
Operations, and Mr. Kenneth R. Masterson, Senior Vice President, General Counsel
and Secretary, in accordance with the directions noted thereon. If no direction
is given, the shares will be voted FOR election of the Class II Directors and
FOR proposals 2 and 3.
A stockholder giving a proxy may revoke it before it is voted by giving written
notice of such revocation to the Secretary of the Corporation or by executing a
later dated proxy. Attendance at the meeting by a stockholder who has given a
proxy will not have the effect of revoking it unless the stockholder gives such
written notice of revocation to the Secretary before the proxy is voted.
In recognition of the importance of confidential voting to many of the
Corporation's stockholders, the Board of Directors adopted a confidential voting
policy in December 1993. The policy provides that stockholder proxies, ballots
and voting materials that identify the votes of specific stockholders will be
kept confidential, except (i) as required by law, including in connection with
the pursuit or defense of legal or regulatory actions or proceedings; (ii) in
the event a stockholder expressly requests disclosure; or (iii) during a
contested election for the Board of Directors. In addition, the policy states
that the tabulators and inspectors of election, who may be the Corporation's
transfer agent or its employees, shall be independent and not the employees of
the Corporation.
As in the past, the Corporation's transfer agent, The First National Bank of
Chicago, will tabulate the votes, and an employee of the transfer agent will
serve as inspector of election. Proxies will be returned in envelopes addressed
to the transfer agent and, except in the limited circumstances specified above,
will not be seen by or reported to the Corporation.
The Definitive Proxy Statement and accompanying form of proxy will be first sent
or given to stockholders on or about August [15], 1994.
The cost of solicitation of proxies will be borne by the Corporation. In
addition to the solicitation of proxies by use of the mail and the Corporation's
internal mail system, proxies may be solicited by directors, officers and
regularly engaged employees of the Corporation. Brokers, nominees and other
similar record holders will be requested to forward solicitation material and
will be reimbursed by the Corporation upon request for their out-of-pocket
expenses. The Corporation has retained Morrow & Co., Inc. to assist in the
solicitation of proxies for a fee of $8,000 plus reimbursement of expenses.
The Annual Report to Stockholders for the Corporation's fiscal year ended
May 31, 1994, including financial statements, is enclosed. Such Annual Report is
not to be treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
1
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES
Only stockholders of record at the close of business on July 29, 1994 will be
entitled to notice of and to vote at the meeting. As of such date, the
Corporation had outstanding and entitled to vote at the meeting ___________
shares of Common Stock. Each share of Common Stock is entitled to one vote for
the election of the Class II Directors and for all other matters before the
meeting.
A majority of the outstanding shares will constitute a quorum at the meeting.
Abstentions and broker non-votes will be counted for purposes of determining the
presence of a quorum. Abstentions will be included in tabulations of the votes
cast on the proposals presented in the same manner as votes cast against such
proposals. Broker non-votes will not be counted either for or against the
proposal when determining whether a particular proposal has been approved.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the amount of the Corporation's Common Stock
beneficially owned by each director of the Corporation, each nominee to become a
director, each of the Executive Officers named in the Summary Compensation Table
and by all directors and executive officers as a group, as of the record date
for the annual meeting. Unless otherwise indicated, beneficial ownership is
direct and the person indicated has sole voting and investment power.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------ -------------------- ----------
<S> <C> <C>
Smith, Frederick W.. . . . . . . . . . . 5,002,748(1) %
Allen, Robert H. . . . . . . . . . . . . 7,704(2) *
Baker, Howard H., Jr.. . . . . . . . . . 6,000(2) *
Bryan, Anthony J. A. . . . . . . . . . . 9,704(2) *
Cox, Robert L. . . . . . . . . . . . . . 31,000 (3) *
DeNunzio, Ralph D. . . . . . . . . . . . 7,000 (2) *
Estrin, Judith L. . . . . . . . . . . . 6,000 (2) *
Greer, Philip. . . . . . . . . . . . . . 27,978 (2)(4) *
Hyde, J.R., III. . . . . . . . . . . . . 25,000 (2)(5) *
Manatt, Charles T. . . . . . . . . . . . 6,000 (2) *
Smart, Jackson W., Jr. . . . . . . . . . 27,234 (2)(6) *
Smith, Joshua I. . . . . . . . . . . . . 1,000 (7) *
Willmott, Peter S. . . . . . . . . . . . 48,950 (2) *
Razzouk, William J. . . . . . . . . . . 22,176 (8) *
Weise, Theodore L. . . . . . . . . . . . 82,604 (9) *
Rodek, Jeffrey R.. . . . . . . . . . . . 52,125 (10) *
Masterson, Kenneth R. . . . . . . . . . 45,650 (11) *
All directors and executive officers
as a group (___ persons) . . . . . . . . (1)(2)(3)(4)
(5)(6)(7)(8)
(9)(10)(11) %
(12)
<FN>
______________________________________
(*) Less than 1% of issued and outstanding shares of Common Stock of the
Corporation.
</TABLE>
2
<PAGE>
(1) Includes 3,744,928 shares of Common Stock owned of record by Mr. Smith
(representing ____% of the outstanding Common Stock), 1,035,320 shares of Common
Stock owned of record by Frederick Smith Enterprise Company, Inc.
("Enterprise"), a family holding company, and 222,500 shares as to which
Mr. Smith has the right to acquire beneficial ownership through the exercise of
stock options which are vested or will become vested within 60 days of July 29,
1994 under the Corporation's 1987 and 1989 Stock Incentive Plans. First
Tennessee Bank, N.A., Memphis, Tennessee, as Trustee of a trust of which
Mr. Smith is the lifetime beneficiary, holds 55% of Enterprise's outstanding
stock and Mr. Smith owns 45% directly. Mr. Cox is a director of Enterprise.
(2) Includes 5,000 shares as to which each director who is not also an employee
of the Corporation has the right to acquire beneficial ownership through the
exercise of stock options which are vested or will become vested within 60 days
of July 29, 1994 under the Corporation's 1989 Stock Incentive Plan.
(3) Includes 30,000 shares of Common Stock owned by RLC Family Partners Ltd.,
a limited partnership of which Mr. Cox is the sole general partner, and 1,000
shares as to which Mr. Cox has the right to acquire beneficial ownership through
the exercise of stock options which are vested or will become vested within 60
days of July 29, 1994 under the Corporation's 1989 Stock Incentive Plan. and
excludes 4,000 shares owned by Mr. Cox's wife as to which Mr. Cox disclaims
beneficial ownership.
(4) Excludes 11,156 shares owned of record and beneficially by members of
Mr. Greer's family as to which Mr. Greer disclaims beneficial ownership.
(5) Includes 4,000 shares of Common Stock owned by a family trust and members
of Mr. Hyde's family.
(6) Includes 2,100 shares of Common Stock owned by Mr. Smart's wife.
(7) Includes 1,000 shares as to which Mr. Smith has the right to acquire
beneficial ownership through the exercise of stock options which are vested or
will become vested within 60 days of July 29, 1994 under the Corporation's 1989
Stock Incentive Plan.
(8) Includes 12,550 shares of Common Stock as to which Mr. Razzouk has the
right to acquire beneficial ownership through the exercise of stock options
which are vested or will become vested within 60 days of July 29, 1994 under the
Corporation's Stock Incentive Plans.
(9) Includes 43,365 shares of Common Stock as to which Mr. Weise has the right
to acquire beneficial ownership through the exercise of stock options which are
vested or will become vested within 60 days of July 29, 1994 under the
Corporation's Stock Incentive Plans and 4,914 shares owned by members of Mr.
Weise's family.
(10) Includes 39,090 shares of Common Stock as to which Mr. Rodek has the right
to acquire beneficial ownership through the exercise of stock options which are
vested or will become vested within 60 days of July 29, 1994 under the
Corporation's Stock Incentive Plans.
(11) Includes 43,150 shares of Common Stock as to which Mr. Masterson has the
right to acquire beneficial ownership through the exercise of stock options
which are vested or will become vested within 60 days of July 29, 1994 under the
Corporation's Stock Incentive Plans.
(12) Includes _____ shares of Common Stock as to which the directors and
executive officers as a group have the right to acquire beneficial ownership
through the
3
<PAGE>
exercise of stock options which are vested or will become vested within 60 days
of July 29, 1994 under the Corporation's Stock Incentive Plans.
Listed below are certain persons who owned beneficially, as of December 31,
1993, more than five percent of the Corporation's Common Stock. This
information is based on Schedule 13Gs filed with the Securities and Exchange
Commission.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF CLASS AS OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP DECEMBER 31, 1993
- ------------------------------------- -------------------- ----------------------
<S> <C> <C>
The Capital Group, Inc. 6,452,850(1) 11.72%
333 South Hope Street
Los Angeles, California 90071
Sanford C. Bernstein & Co., Inc. 4,527,176(2) 8.17
767 Fifth Avenue
New York, New York 10153
<FN>
(1) Capital Guardian Trust Company ("Capital Guardian"), a bank and operating
subsidiary of The Capital Group, Inc. exercised investment discretion over
2,079,650 of the aggregate shares. Capital Research and Management Company, a
registered investment advisor, and Capital International Limited, another
operating subsidiary, had investment discretion with respect to 4,270,000 and
103,200 shares, respectively. The Capital Group, Inc. had sole power to vote or
to direct the vote with respect to 1,661,380 shares. Neither The Capital Group,
Inc. nor any of its subsidiaries had the power to vote or to direct the vote of
the remaining shares. The Capital Group, Inc. disclaimed beneficial ownership
of all such shares of the Corporation.
(2) Sanford Bernstein exercises sole investment discretion with respect to the
shares and sole voting power with respect to _________ of such shares. Sanford
Bernstein does not disclaim beneficial ownership of any such shares.
</TABLE>
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the date of the Annual Meeting, the Board of Directors will consist of
thirteen members, divided into three classes. Four nominees (the "Class II
Directors") are to be elected at this Annual Meeting to serve for a term of
three years and until their successors are elected and qualified. The remaining
nine Directors will continue to serve as set forth below, with five Directors
(the "Class III Directors") having terms expiring at the 1995 Annual Meeting and
four Directors (the "Class I Directors") having terms expiring at the 1996
Annual Meeting. The nominees for election as Class II Directors are now
directors of the Corporation. Each nominee has agreed to serve if elected. The
proxy holders will vote the proxies received by them for the four Class II
nominees or, in the event of a contingency not presently foreseen, for different
persons as substitutes therefor unless authority is withheld.
The following sets forth, with respect to each nominee and each director
continuing to serve, his or her name, age, principal occupation and employment
during the past five years, the year in which he or she first became a director
of the Corporation and directorships held in other corporations.
4
<PAGE>
NOMINEES FOR ELECTION AS
CLASS II DIRECTORS FOR A THREE-YEAR
TERM EXPIRING AT THE 1997 ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
- ------------------- --- --------------------------
<S> <C> <C>
Ralph D. DeNunzio 62 President of Harbor Point Associates, Inc.,
1981 a private investment and consulting firm,
since October 1987. Director, AMP
Incorporated, Harris Corporation and
NIKE, Inc.
Charles T. Manatt 58 Senior Partner, Manatt, Phelps & Phillips,
1989 a law firm, for more than the past five
years; Chairman of First Los Angeles Bank
for more than five years until
December 1989. Director, GTE California
Incorporated, GTE Northwest Telephone
Company, SPI Pharmaceuticals Inc. and
Castle & Cook Homes.
Jackson W. Smart, Jr. 63 Chairman and Chief Executive Officer of MSP
1976 Communications, Inc., a radio broadcasting
company, since October 1988. Trustee,
Goldman Sachs-Institutional Liquid Assets,
Financial Square Money Market Trust,
Goldman Sachs Trust and Goldman Sachs
Equity Portfolios Inc.; Director, North
American Private Equity Fund and Evanston
Hospital Corporation.
Joshua I. Smith 53 Chairman, President and Chief Executive
1989 Officer of The MAXIMA Corporation, an
information and data processing firm, since
1978. Director, Caterpillar, Inc. and
Inland Steel Industries, Inc.
</TABLE>
CLASS III DIRECTORS CONTINUING IN OFFICE
WHOSE TERMS EXPIRE AT THE 1995 ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
- ------------------- --- ---------------------------
<S> <C> <C>
Howard H. Baker, Jr. 68 Partner, Baker, Worthington, Crossley &
1988 Stansberry, a law firm, since July 1988.
Director, Pennzoil Company, United
Technologies Corporation and WMX
Technologies, Inc.
5
<PAGE>
Judith L. Estrin 39 Chief Executive Officer and President of
1989 Network Computing Devices, Inc. since
September 1993; Executive Vice President of
Network Computing Devices, Inc. from
July 1988 to September 1993. Director,
Network Computing Devices, Inc.
Philip Greer 58 General Partner of Weiss, Peck & Greer
1974 Investments, a diversified investment
management and securities firm, since 1970.
Director, Network Computing Devices, Inc.
and Robert Mondavi Winery.
J. R. Hyde, III 51 Chairman and Chief Executive Officer of
1977 AutoZone, Inc., an auto parts retail chain,
since July 1988. Director, AutoZone, Inc.
and First Tennessee National Corporation.
Frederick W. Smith 50 Chairman, President and Chief Executive
1971 Officer of the Corporation since 1983;
Chairman and Chief Executive Officer of the
Corporation since 1975; President of the
Corporation from 1971 to 1975.
</TABLE>
CLASS I DIRECTORS CONTINUING IN OFFICE
WHOSE TERMS EXPIRE AT THE 1996 ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR, YEAR FIRST PRINCIPAL OCCUPATION,
ELECTED AS DIRECTOR AGE BUSINESS AND DIRECTORSHIPS
- ------------------- --- ---------------------------
<S> <C> <C>
Robert H. Allen 66 Private Investor and Managing Partner,
1977 Challenge Investment Partners since May
1993; Chairman and Chief Executive Officer
of Realm Resources, Inc., a natural
resource company, from 1983 to 1991.
Director, Baylor College of Medicine, First
City Bank of Texas, Geoquest
International, Inc. and Nuevo Energy
Company.
Anthony J. A. Bryan 71 Chairman, Executive Committee, Hospital
1978 Corporation International, a company that
owns, manages and builds hospitals and
health-related facilities in various
countries around the world, since
March 1991; Chairman, Hospital Corporation
International from July 1991 until
September 1992; Chairman and Chief
Executive Officer of Oceonics Group PLC
from March 1988 to March 1991.
Robert L. Cox 58 Partner, Waring Cox, a law firm, for more
1993 than the past five years and Secretary of
the Corporation from June 1971 to September
1993.
6
<PAGE>
Peter S. Willmott 57 Chairman and Chief Executive Officer of
1974 Willmott Services, Inc., a retail and
consulting firm, since June 1989; President
and Chief Operating Officer of the
Corporation from September 1980 to
May 1983; Executive Vice President of the
Corporation from 1977 to 1980; Senior Vice
President-Finance and Administration of the
Corporation from 1974 to 1977. Director,
Browning-Ferris Industries, Inc.,
International Multifoods Corporation, Mac
Frugal's Bargains - Close-Outs, Inc.,
Maytag Corporation, Morgan Keegan &
Co., Inc. and Zenith Electronics
Corporation.
</TABLE>
MEETINGS AND COMMITTEES
The Board of Directors of the Corporation conducted seven regular and two
special meetings during fiscal 1994. Each Director, with the exceptions of Mr.
Hyde and Mr. Willmott, attended at least 75% of the meetings of the Board and
any committees on which they served.
The Board of Directors has an Audit Committee and a Compensation Committee. The
present members of the Audit Committee are Philip Greer (Chairman), Howard H.
Baker, Jr., Anthony J. A. Bryan, Robert L. Cox, Charles T. Manatt and Peter S.
Willmott. The basic responsibilities of the Audit Committee, as approved by the
Board of Directors, are to review significant financial information for the
purpose of giving added assurance that the information is accurate and timely
and that it includes all appropriate financial statement disclosures; to
ascertain the existence of effective accounting and internal control systems; to
oversee the entire audit function - both internal and independent; and to
provide an effective communication link between the auditors (internal and
independent) and the Board of Directors. The Audit Committee met eight times
during fiscal 1994.
The present members of the Compensation Committee are Jackson W. Smart, Jr.
(Chairman), Robert H. Allen, Ralph D. DeNunzio, J. R. Hyde, III and Joshua I.
Smith. The Compensation Committee determines the salaries, bonuses and other
remuneration and terms and conditions of employment of the officers of the
Corporation, administers the Corporation's Stock Incentive and Restricted Stock
Plans, oversees the administration of the Corporation's employee benefit plans
covering employees generally and makes recommendations to the Board of Directors
with respect to the Corporation's compensation policies. The Compensation
Committee held seven meetings in fiscal 1994. The Board of Directors does not
have a nominating committee.
LEGAL PROCEEDINGS
On May 24, 1990, a shareholder filed a class-action suit in the United States
District Court for the Western District of Tennessee against the Corporation,
Frederick W. Smith and James L. Barksdale, the Corporation's former Executive
Vice President and Chief Operating Officer. The complaint alleges fraud and
violations of Sections 10(b) and 20 of the Securities Exchange Act of 1934 and
Rule 10b-5 thereunder. Subsequently, three other shareholders filed separate
suits which contain substantially similar allegations. The complaints allege
that purchasers of the Corporation's common stock during periods ending May 21,
1990 were damaged when the market value of the stock dropped by nearly 10% on
May 22, 1990. The plaintiffs allege generally that the defendants artificially
inflated the market value of the Corporation's common stock by a series of
misleading statements or by failing to disclose certain adverse information. An
unspecified amount of damages is sought. The separate actions have been
consolidated and a motion to
7
<PAGE>
dismiss the action has been denied. Both plaintiffs and defendants have filed
motions for summary judgment. The Corporation and Messrs. Smith and Barksdale
are co-defendants in the suit. The Corporation will bear the cost of the
defense and is obligated to indemnify Messrs. Smith and Barksdale for their
expenses in defending the suit and for any settlement or damages in the action
to the extent permitted by law.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation awarded to, earned by or paid to
the Corporation's Chief Executive Officer and its four other most highly
compensated executive officers for services rendered in all capacities during
the fiscal years ended May 31, 1994, 1993 and 1992.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------------------------------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARD(S)($)(2) OPTIONS/ COMPENSATION
POSITION YEAR ($) ($) ($)(1) SARS (#) ($)(1)(3)
- ---------------------- ---- -------- ------- ------------ --------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Frederick W. Smith 1994 650,121 - 84,016(4) - 100,000 5,573
Chairman & Chief 1993 550,368 - 66,404 - - 2,154
Executive Officer 1992 550,368 - - - - -
William J. Razzouk 1994 436,386 343,690 169,152 260,000 50,000 5,281
Executive Vice 1993 301,905 34,070 - - 5,000 2,154
President Worldwide 1992 241,049 16,398 - 218,750 8,000 -
Customer Operations
Theodore L. Weise 1994 399,360 214,675 105,720 162,500 25,000 4,440
Senior Vice President 1993 364,585 33,261 - - 5,000 2,154
Air Operations 1992 328,901 30,438 - - 9,500 -
Jeffrey R. Rodek 1994 363,087 166,974 - - 25,000 4,249
Senior Vice President 1993 310,548 39,618 - - 5,000 2,154
Americas & 1992 253,867 14,533 - - 5,100 -
Caribbean
Kenneth R. Masterson 1994 357,162 155,428 - - 20,000 4,175
Senior Vice President, 1993 345,198 45,111 - - 9,000 2,154
General Counsel and 1992 295,202 13,898 - - 5,500 -
Secretary
<FN>
(1) In accordance with transitional provisions of the Securities and Exchange
Commission's rules on executive compensation disclosure in proxy statements,
amounts of Other Annual Compensation and All Other Compensation have not been
included for fiscal year 1992. The amounts shown for Mr. Razzouk and Mr. Weise
represent tax reimbursement amounts.
(2) The amounts in the table represent the closing market value of the shares
awarded at the date of grant. At May 31, 1994, the number and value of the
restricted stock holdings of the named individuals were as follows:
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF SHARES HELD VALUE
---------------------- --------
<S> <C> <C>
F.W. Smith . . . . . . . . . . - -
W. J. Razzouk. . . . . . . . . 9,625 $736,313
T.L. Weise . . . . . . . . . . 2,500 191,250
J.R. Rodek . . . . . . . . . . 2,500 191,250
K.R. Masterson . . . . . . . . - -
</TABLE>
8
<PAGE>
The restrictions on the shares awarded to Mr. Razzouk lapse ratably for five
years after the date of award with respect to 2,500 shares and lapse ratably for
four years after the date of award with respect to 7,125 shares. The
restrictions on the shares awarded to Mr. Weise lapse ratably for three years
after the date of award. The restrictions on the shares awarded to Mr. Rodek
lapse ratably for five years after the date of award.
Holders of restricted shares are entitled to receive any dividends declared on
such shares. The Corporation has never declared a dividend on its shares because
its policy has been to reinvest earnings in the business of the Corporation.
(3) These amounts represent Corporation contributions and payments to the
named executive officers under the Corporation's Deferred Profit Sharing Plan.
(4) Of the amount shown, $65,328 represents personal use of corporate aircraft
which is treated as taxable income to Mr. Smith.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding grants of stock options
during the fiscal year ended May 31, 1994 made to the named executive officers
under the Corporation's Stock Incentive Plans. The amounts shown for each of
the named executive officers as potential realizable values are based on
arbitrarily assumed annualized rates of stock price appreciation of five percent
and ten percent over the full ten-year term of the options, which would result
in stock prices of approximately $102.52 and $163.24, respectively, for the
options with an exercise price of $62.9375, and $115.35 and $183.67,
respectively for the options with an exercise price of $70.8125. No gain to the
optionees is possible without an increase in stock price which will benefit all
stockholders proportionately. These potential realizable values are based
solely on arbitrarily assumed rates of appreciation required by applicable
Securities and Exchange Commission regulations. Actual gains, if any, on option
exercise and common stock holdings are dependent on the future performance of
the Corporation's Common Stock and overall stock market conditions. There can
be no assurance that the potential realizable values shown in this table will be
achieved.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) * DATE 5%($) 10%($)
------------- ------------ ------------ ---------------- ------------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
F.W. Smith 100,000 10.30% $62.9375 9/27/2003 3,958,250 10,030,250
W.J. Razzouk 35,000 3.61 62.9375 9/27/2003 1,385,387 3,510,587
15,000 1.55 70.8125 12/6/2003 668,062 1,692,862
T.L. Weise 25,000 2.58 62.9375 9/27/2003 989,562 2,507,562
J.R. Rodek 25,000 2.58 62.9375 9/27/2003 989,562 2,507,562
K.R. Masterson 20,000 2.06 62.9375 9/27/2003 791,650 2,006,050
</TABLE>
9
<PAGE>
________________________
* The option exercise price of the options granted to the individuals shown
above was the fair market value of the Corporation's Common Stock at the date of
grant of the option. In each case, the options are subject to a vesting schedule
as follows: 20% after one year from the date of grant; 40% after two years; 60%
after three years; 80% after four years; and 100% after five years. The options
may not be transferred in any manner other than by will or the laws of descent
and distribution and may be exercised during the lifetime of the optionee only
by the optionee. During the fiscal year ended May 31, 1994, options for a total
of 970,750 shares were granted to various employees of the Corporation.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table summarizes for each of the named executive officers certain
information relating to stock options exercised by them during the fiscal year
ended May 31, 1994. Value realized upon exercise is the difference between the
fair market value of the underlying stock on the exercise date and the exercise
or base price of the option. The value of an unexercised, in-the-money option
at fiscal year-end is the difference between its exercise or base price and the
fair market value of the underlying stock on May 31, 1994, which was $76.125 per
share. These values, unlike the amounts set forth in the column "Value
Realized," have not been, and may never be, realized. The options have not
been, and may not be, exercised; and actual gains, if any, on exercise will
depend on the value of the Corporation's Common Stock on the date of exercise.
There can be no assurance that these values will be realized. Unexercisable
options are those which have not yet vested.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN
UNDERLYING UNEXERCISED THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FY-END (#) AT FY-END ($)
---------------------------- ----------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
F.W. Smith _ _ 202,500 100,000 7,327,969 1,318,750
W.J. Razzouk 13,000 $250,248 400 66,800 11,250 1,094,875
T.L. Weise 15,985 485,714 33,615 38,400 999,168 726,519
J.R. Rodek 3,750 147,656 31,740 36,860 971,106 671,613
K.R. Masterson 10,000 290,625 34,400 34,600 985,525 692,194
</TABLE>
PENSION PLAN TABLE
The following table shows the estimated annual pension benefits payable to
participants upon retirement on a single straight life annuity basis in
specified remuneration classes and years of credited service under the Federal
Express Corporation Employees' Pension Plan and the Federal Express Corporation
Retirement Parity Pension Plan which provides 100 percent of the benefit that
would otherwise be denied participants by reason of certain Internal Revenue
Code limitations on qualified plan benefits.
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------------------
REMUNERATION 10 15 20 25 30
------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
250,000 50,000 75,000 100,000 125,000 125,000
300,000 60,000 90,000 120,000 150,000 150,000
350,000 70,000 105,000 140,000 175,000 175,000
400,000 80,000 120,000 160,000 200,000 200,000
450,000 90,000 135,000 180,000 225,000 225,000
500,000 100,000 150,000 200,000 250,000 250,000
550,000 110,000 165,000 220,000 275,000 275,000
600,000 120,000 180,000 240,000 300,000 300,000
10
<PAGE>
700,000 140,000 210,000 280,000 350,000 350,000
800,000 160,000 240,000 320,000 400,000 400,000
</TABLE>
The remuneration as specified above includes Salary and Bonus as reported in the
Summary Compensation Table (p.8). Since the covered compensation is the average
over the five-year period preceding retirement, the amount differs from that set
forth in the Summary Compensation Table and is stated below together with the
credited years of service achieved.
<TABLE>
<CAPTION>
COVERED YEARS OF
NAME COMPENSATION SERVICE
---- ------------ -------
<S> <C> <C>
F.W. Smith $ 657,010 22
W.J. Razzouk 293,055 11
T.L. Weise 370,407 22
J.R. Rodek 330,489 14
K.R. Masterson 274,533 16
</TABLE>
REPORT ON EXECUTIVE COMPENSATION OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The compensation of the Corporation's executives comprises three basic
components: base salary, annual and long-term performance bonus plans and long-
term equity incentives. The Compensation Committee (the "Committee") of the
Board of Directors determines the compensation of the executive officers of the
Corporation, approves the objectives for the annual and long-term performance
bonus plans, establishes the funding of the plans, determines the awards of
long-term equity incentives and the individuals to whom such awards are made,
and recommends to the Board of Directors the compensation of the chief executive
officer of the Corporation.
BASE SALARY. The establishment of competitive base compensation for the
Corporation's executives is the primary objective in setting base salaries. The
starting point for this process is to determine the relative importance of an
executive officer's position, the extent of accountability of the position and
the skills required to perform the duties of the position. In addition, the
Corporation utilizes compensation surveys published by three major consulting
firms of companies in general industry with $5 billion or more in annual sales.
The Committee believes that general industry is an appropriate comparison
category in determining competitive compensation because the Corporation's
executives can be recruited from, and by, businesses outside the Corporation's
industry peer group. Base salaries are targeted at the median (or 50th
percentile) of base salaries for comparable positions in the comparison surveys
mentioned above.
None of the factors mentioned above is given any particular weight in
determining base compensation. Other factors may also influence such
determination, such as the relative extent of an individual's experience or a
desire to retain a valuable executive. In particular, several executive officers
were afforded base salary increases in 1994 to address outside recruiting
pressures. The Committee's target for Mr. Smith is the 50th percentile as is
the case with the other executive officers. Mr. Smith's base salary was
increased 27.2% in 1994; however, his base salary remains at less than the 25th
percentile of base salaries of chief executive officers in the comparison
surveys because of his decisions to decline several recommended increases over
the past three years.
11
<PAGE>
PERFORMANCE BONUS PLAN. Under the Corporation's annual performance bonus plan,
an annual bonus opportunity is established at the beginning of each fiscal year
for management and certain professional employees based on the degree of
attainment of both corporate and individual goals for the year. Each position
eligible for such bonus, including all executive officers but excluding Mr.
Smith, is assigned a number of points based on salary grade. Individual
objectives for each position are established and points are allocated to the
objectives by each participant and his or her immediate superior. A participant
earns points by achieving his or her individual objectives. The amount of a
participant's bonus is determined by the number of points earned, multiplied by
the dollar value, if any, assigned to each point by the Committee according to
the extent of achievement of plan objectives.
The plan objectives established for 1994 were (i) a pretax income goal, (ii) an
internal measure reflecting a targeted level of service quality and
(iii) achievement of a corporate leadership index based on an annual attitudinal
survey of employees. For 1994, the pretax income goal and the internal service
measure target were assigned 85% and 15% weightings, respectively. The
corporate leadership index was an additional qualifier for 1994 which, although
not assigned any particular weighting, is a factor to be considered by the
Committee in its discretion in establishing bonuses based on whether this
objective was met, not met or exceeded.
If both the individual and plan objectives are achieved, point values and the
number of points assigned are designed to produce a bonus ranging, on a sliding
scale, from a threshold amount if the plan objectives are minimally achieved, to
up to if a maximum amount such objectives are substantially exceeded. For
1994, the threshold bonus target was established at an amount which, when added
to base salary, would approximate the 50th percentile of total salary and bonus
for comparable positions in the comparison surveys discussed above under
BASE SALARY. Thus, total salary and bonus for executive officers (assuming
achievement of all individual objectives) is designed to range from the 50th
to 75th percentile of total salary and bonus for comparable positions in the
comparison surveys according to the degree to which plan objectives are met
or exceeded.
For 1994, bonuses were awarded to executive officers (other than Mr. Smith)
based on achievement of above plan targets for pretax income for the entire
fiscal year. The service quality index goal was not achieved. The corporate
leadership index goal was achieved.
Mr. Smith's bonus is not determined by a number of points specifically assigned
to his position as is the case with other management personnel, but by whether
corporate business plan objectives are met or exceeded. If such objectives are
met, the Committee determines and recommends to the Board of Directors a bonus
which, when combined with base salary, may be up to the 75th percentile of total
compensation for chief executive officers in the comparison surveys discussed
above under BASE SALARY. Mr. Smith's bonus for 1994 combined with his base
salary amounted to less than the 50th percentile of total compensation of chief
executive officers in the comparison surveys.
In 1994, the Committee established a long-term performance bonus
plan to provide a long-term cash bonus opportunity to members of upper
management, including executive officers, at the conclusion of fiscal year 1996
if the Corporation achieves certain earnings per share targets established by
the Committee with respect to the three-fiscal year period 1994 through 1996.
However, no amounts can be earned until fiscal 1996 because it is only after
the conclusion of that year that the Committee can determine the extent of
achievement of the three-year earnings per share objectives. The Committee has
established a similar plan for the three-fiscal year period 1995 through 1997
providing a bonus opportunity for 1997 if certain earnings per share targets
are achieved with respect to that period. Under both plans, an individual's
bonus will be a set dollar amount ranging from a threshold amount if the
objectives are minimally achieved, up to a maximum amount if the plan targets
are substantially exceeded. The first-year earnings per share targets under
these plans significantly exceed business plan goals for those years and
the targets for the second and third years reflect ambitious goals
for long term earnings growth.
LONG-TERM INCENTIVES. Stock options were granted as long-term incentives in
1994 to certain key employees of the Corporation, including executive officers,
under various of the Corporation's Stock Incentive Plans (the "Plans"). Under
the terms of the Plans, the Corporation may grant options to key employees
(determined by the Committee) to purchase such number of shares of the Common
Stock of the Corporation as is determined by the Committee.
The number of shares for which options are granted to executive officers is
generally determined by the Committee based on the respective officer's senior
officer status. For example, options granted to Senior Vice Presidents are
usually for the same number of shares, while a grant to the Executive Vice
President
12
<PAGE>
will usually be for more shares than granted to Senior Vice Presidents. However,
no set criteria are used and other factors may influence the
Committee's determination with respect to the number of shares granted, such as
the promotion of an individual to a higher position, a desire to retain a valued
executive or the number of shares then available for grant under one or more of
the Plans. The stock option holdings of an individual at the time of a grant
are generally not considered in determining the size of a grant to that
individual.
Restricted stock was awarded in 1994 to certain executive officers of the
Corporation, under the Corporation's 1986 Restricted Stock Plan. Under the
terms of the Restricted Stock Plan, the Corporation may award restricted stock
to key employees as determined by the Committee. No set criteria are used
to determine the amount of restricted stock awarded; however, the Committee's
determination may be influenced with respect to the number of shares awarded
by factors such as the respective officer's senior officer status, the promotion
of an individual to a higher position, a desire to retain a valued executive,
a desire to recognize a particular officer's contribution to the Corporation
or the number of shares then available for award. In 1994 four of the five
executive officers who received awards were promoted. The Committee considered
the awards to these individuals, compared to previous awards to individuals in
similar positions when determining the size of the awards. The other
executive officer received a restricted stock award in recognition of his
outstanding contributions to the Corporation.
A feature of the Omnibus Budget Reconciliation Act of 1993 limits deductibility
of certain compensation for the chief executive officer and the four other
highest-paid executive officers to $1 million per year, effective for tax years
beginning on or after January 1, 1994. The policy of the Corporation is
generally to design its compensation plans and programs to ensure full
deductibility. However, the Committee reserves the right to, in its discretion,
pay compensation that will not be deductible if the, amounts will not
significantly affect the Corporation's tax liability and if it is deemed to be
in the best interest of the Corporation, for example, by not disclosing
confidential performance criteria.
Compensation Committee Members
Jackson W. Smart, Jr. - Chairman
Robert H. Allen Ralph D. DeNunzio
J. R. Hyde, III Joshua I. Smith
May 31, 1994
STOCK PERFORMANCE GRAPH
The Stock Performance Graph below shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934, except to the extent the Corporation specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
acts.
The following graph shows changes over the past five fiscal years in the value
of $100 invested on May 31, 1989 in: (1) the Corporation's Common Stock; (2) the
Standard & Poor's 500 Composite Index; and (3) the Standard & Poor's
Transportation Index.
A paper copy of the Corporation's Stock Performance Graph was filed with the
Commission under cover of Form SE.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
(FDX, S&P 500 COMPOSITE INDEX AND S&P TRANSPORTATION INDEX)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1989 1990 1991 1992 1993 1994
FDX........................... 100 98 85 86 104 162
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
S & P 500 Comp. Index........ 100 117 130 143 160 166
S & P Trans. Index........... 100 107 119 142 157 164
</TABLE>
The total return assumes that all dividends were reinvested. No dividends were
paid on the Corporation's stock during the period.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Pursuant to the provisions of the Corporation's Stock Incentive Plans, the
Corporation has made interest-free demand loans to certain officers, fully
secured by Common Stock of the Corporation, to assist them in exercising
non-incentive stock options and paying any tax liability associated with such
exercise. Such loans are repayable on demand or upon termination of employment
for any reason. The following table shows the highest balance of such loans
outstanding during the period June 1, 1993 through July 29, 1994 and the balance
of such loans outstanding at July 29, 1994, for those executive officers with
loan balances which exceeded $60,000.
<TABLE>
<CAPTION>
HIGHEST
BALANCE BALANCE AT
EXECUTIVE OFFICER DURING PERIOD JULY 29, 1994
<S> <C> <C>
Theodore L. Weise, Senior Vice President - ............... $619,031 [$619,031]
Air Operations
William J. Razzouk, Executive Vice President -............ 212,203 [ - ]
Worldwide Customer Operations
</TABLE>
The law firm of Baker, Worthington, Crossley & Stansberry has represented the
Corporation during fiscal year 1994 pursuant to a retainer arrangement.
Mr. Baker, a Director, is a named partner in that firm.
The law firm of Manatt, Phelps & Phillips has represented the Corporation during
fiscal year 1994 pursuant to a retainer arrangement. Mr. Manatt, a Director, is
a named partner in that firm.
The law firm of Waring Cox has represented the Corporation during fiscal year
1994. Mr. Cox, a Director, is a named partner in that firm.
During fiscal year 1994, the Corporation purchased computer devices and services
in the amount of $_____ from Network Computing Devices, Inc. The Corporation can
be expected to purchase from Network Computing Devices, Inc. in the future.
Ms. Estrin, a Director, is the Chief Executive Officer, President and a director
of Network Computing Devices, Inc. Mr. Greer is also a director of Network
Computing Devices, Inc.
COMPENSATION OF DIRECTORS
For fiscal 1995, outside Directors are to be paid a quarterly retainer of
$6,875, $2,000 for each meeting of the Board attended and $1,000 for each
meeting of its Committees which they attend. Committee chairmen will be paid an
additional annual fee of $4,500. In addition, outside Directors are granted an
option under the Corporation's 1993 Stock Incentive Plan for 1,000 shares of
Common Stock on each of the five consecutive Annual Meeting dates beginning
September 26, 1994. Officers of the Corporation receive no compensation for
serving as Directors.
The Corporation has a Retirement Plan for Outside Directors to attract, retain
and motivate directors who are not also employees of the Corporation to serve on
the Corporation's Board of Directors. The plan is
14
<PAGE>
unfunded and benefits provided thereunder are payable out of the assets of the
Corporation as a general, unsecured obligation of the Corporation. An outside
Director who has served at least five years on the Board of Directors is
entitled to a retirement benefit beginning as of the first day of the fiscal
quarter of the Corporation next following the date of termination of his or her
directorship or the date such Director attains age 60, whichever is later. The
benefit will be an annual amount, payable in quarterly installments for no less
than ten years and no more than fifteen years depending on years of service,
equal to a percentage from 50% to 100% (as determined by years of service) of
the annual retainer fee being paid to the outside Director at the time of his or
her termination as a Director.
SECTION 16 FILINGS
Under the securities laws of the United States, the Corporation's Directors and
Executive Officers are required to report their initial ownership of the
Corporation's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established by the Commission and the Corporation is required to disclose
in this Proxy Statement any late filings or failure to file. Mr. Masterson
made a late filing of a single Form 4 involving one transaction in the
Corporation's Common Stock.
CHANGE IN CONTROL ARRANGEMENT
The Corporation's 1980, 1983, 1984, 1987, 1989 and 1993 Stock Incentive Plans
provide that in the event of a change in control each holder of an unexpired
option under any of the plans has the right to exercise such option without
regard to the date such option would first be exercisable. This right continues,
with respect to holders whose employment with the Corporation terminates
following a change in control, for a period of twelve months after such
termination or until the option's expiration date, whichever is sooner. The
instruments pursuant to which restricted stock was granted during fiscal 1994
under the Restricted Stock Plan provide for the immediate lapse of restrictions
on shares granted in the event of a change in control.
AMENDMENT TO THE CORPORATION'S RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
(PROPOSAL NO. 2)
The Board of Directors has authorized the submission to the stockholders
for their approval of an amendment to Article Fourth of the Corporation's
Restated Certificate of Incorporation to provide for an increase in the number
of shares of Common Stock authorized for issuance from 100,000,000 to
200,000,000. A copy of the revised Article Fourth is included in this Proxy
Statement as Exhibit A.
As of May 31, 1994, the Corporation had 55,874,731 shares of Common Stock issued
and outstanding and there were 3,683,170 shares of Common Stock reserved for
issuance under the Company's Stock Incentive and Restricted Stock Plans.
Although the Corporation has studied, and continues to study, opportunities
which may involve the issunce of its Common Stock, the Corporation has no
present plans and has not entered into any contracts, arrangements or
understandings (except as noted above with respect to stock option plans)
concerning the issuance of any additional Common Stock. The Board of Directors
believes an increase in the increased maximum number of authorized shares of
Common Stock is advisable at this time to provide for the availability of
shares for issuance in the future if the need arises, such as in connection
with stock options, stock dividends, stock splits, possible acquisitions,
financings, public offerings and other appropriate corporate purposes.
The amendment, if approved, would not itself affect the relative equities of
present stockholders. However, if the amendment is approved, the Board of
Directors will not be required to obtain further stockholder approval prior
to the issuance of any such additional shares except in transactions legally
requiring stockholder approval under Delaware law, such as certain mergers to
which the Corporation might be a party. Stockholders do not have preemotive
rights to subscribe for or purchase additional shares of Common Stock and any
issuance of Common Stock on other than a pro-rata basis may dilute the
ownership interest of present stockholders. Approval of the amendment by the
affirmative vote of the holders of a majority of the Corporation's issued and
outstanding Common Stock at July 29, 1994 is required for its adoption.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.
AUDITORS
15
<PAGE>
(PROPOSAL NO. 3)
Arthur Andersen & Co. have been the auditors for the Corporation since 1972.
Upon the recommendation of the Audit Committee, the Board of Directors has
designated Arthur Andersen & Co. to be the independent auditors of the
Corporation for the year ending May 31, 1995. The Board of Directors will offer
a resolution at the Annual Meeting to ratify this designation. It is anticipated
that representatives of Arthur Andersen & Co. will be present at the meeting to
respond to appropriate questions, and they will have an opportunity, if they
desire, to make a statement.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Corporation's 1995
Annual Meeting of Stockholders must be received by the Corporation on or prior
to April 15, 1995 to be eligible for inclusion in the Corporation's proxy
statement and form of proxy to be used in connection with the 1995 Annual
Meeting of Stockholders.
OTHER BUSINESS
The Board of Directors knows of no other business which will be presented at the
meeting. If, however, other matters are properly presented, the persons named in
the enclosed proxy will vote the shares represented thereby in accordance with
their best judgment.
By order of the Board of Directors,
KENNETH R. MASTERSON
SECRETARY
16
<PAGE>
EXHIBIT A
AMENDMENT TO THE FEDERAL EXPRESS CORPORATION
RESTATED CERTIFICATE OF INCORPORATION
If approved by the stockholders of the Corporation, delete Article Fourth and
substitute in lieu thereof the following:
ARTICLE FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 204,000,000 shares consisting
of 4,000,000 shares of Series Preferred Stock, no par value (herein called the
"Series Preferred Stock"), and 200,000,000 shares of Common Stock, par value
$0.10 per share (herein called the "Common Stock").
17
<PAGE>
PROXY
FEDERAL EXPRESS CORPORATION
Proxy Solicited on Behalf of the Board of Directors of
the Corporation for the Annual Meeting of Stockholders September 26, 1994
The undersigned hereby constitutes and appoints KENNETH R. MASTERSON and WILLIAM
J. RAZZOUK, and each of them, his or her true and lawful agents and proxies with
full power of substitution in each, to represent the undersigned and to vote all
of the shares of stock of the undersigned in Federal Express Corporation at the
Annual Meeting of Stockholders of said Corporation to be held at the [ ]
Hotel, { } Memphis, Tennessee. on Monday, September
26, 1994, and at any adjournments thereof, on Items 1 through 3 as specified on
the reverse side hereof (with discretionary authority under Item 1 to vote for a
new nominee if any nominee has become unavailable) and on such other matters as
may properly come before said meeting.
Election of Class II Directors. Nominees:
Ralph D. DeNunzio
Charles T. Manatt
Jackson W. Smart,Jr.
Joshua I. Smith
COMMENTS
- ------------------------------------------------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
(If you have written in the above space, please mark the
corresponding box on the reverse side of this card)
You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. Mr. Masterson and Mr. Razzouk
cannot vote your shares unless you sign and return this card.
SEE REVERSE
SIDE
<PAGE>
/X/
Please mark your 6169
votes as in this
example.
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR election of the Class II
Directors and FOR proposals 2 and 3.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR items 1-3
- --------------------------------------------------------------------------------
1. Election of
Class II
Directors
FOR / / WITHHELD / /
2. Approval of Amendment
to Certificate of Incorpora-
tion to increase Authorized
Shares.
FOR / / AGAINST / / ABSTAIN / /
3. Approval of Independent
Accountants.
FOR / / AGAINST / / ABSTAIN / /
For, except vote withheld from the following
nominee(s):
- --------------------------------------------
/ / Comments on Reverse Side / / I request my name be disclosed with my
vote and comments, if any.
- --------------------------------------------------------------------------------
The signer hereby revokes all proxies heretofore given by
the signer to vote at said meeting or any adjournments
thereof.
NOTE: Please sign exactly as name appears on this card.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
- ------------------------------------------------------------
- ------------------------------------------------------------
SIGNATURE(S) DATE
