FedEx Annual Shareowner's Meeting

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Good morning, ladies and gentlemen, and welcome to the Annual Stockholders Meeting of FedEx Corporation. It's 10 a.m. on the 23rd of September 2013.

I'm Frederick W. Smith, Chairman of the Board and Chief Executive Officer of FedEx, and we appreciate the interest of the stockholders who have come to the meeting, and we thank you for being here. This meeting is being webcast live. I also would like to welcome our stockholders who have joined us via that webcast.

I'll begin by introducing the other members of our Board of Directors. As I call your name I'd appreciate each of you standing and being recognized. Jim Barksdale, John Edwardson, Doctor Shirley Jackson, Steve Loranger, Gary Loveman, Brad Martin, Joshua Ramo, Ambassador Susan Schwab, Doctor Joshua Smith, David Steiner, Paul Walsh. As you may know, Doctor Joshua Smith, who has been a member of our Board of Directors since 1989, is retiring from the Board effective today.

We thank Doctor Smith for his service and dedication to FedEx over his 24 years of outstanding service on our Board, and we wish him well in his retirement. I think the alarm clock went off. You can just unplug it there. Just unplug it. There it is.

Joining me on the stage -- thank you by the way, Dave -- joining me on the stage are Christine Richards, our Executive Vice President, General Counsel, and Corporate Secretary, who will act as Secretary of the meeting, and John Ruocco, Relationship Manager of Computershare Trust Company, our transfer agent, who has been appointed and duly sworn as Inspector of Election. Representatives of Ernst & Young are also present and available to answer appropriate questions that you may have of them as auditors of the Company's fiscal year 2013 financial statements.

As each of you entered the meeting room this morning, you were given a copy of the Agenda and the Annual Meeting Guidelines. The meeting will be conducted in accordance with that Agenda and the Guidelines. If you have not received copies of the Agenda and the Guidelines, please raise your hand, and copies will be brought to you.

I'll now call the meeting to order. Ms. Richards will report on the giving of notice for the meeting and the presence of a quorum.

Christine P. Richards
Executive Vice President, General Counsel and Secretary, FedEx Corp.

Mr. Chairman, I have a complete list of the holders of record of the Company's common stock at the close of business on July 29, 2013, who are entitled to vote at this meeting. The list is arranged in alphabetical order and indicates the number of shares held by each stockholder. It was prepared and certified by Computershare Trust Company, the Company's transfer agent for the common stock.

I have also received an affidavit of a representative of Computershare, which states that on August 13, 2013, the Notice of Annual Meeting, the Proxy Statement, the proxy, the 2013 Annual Report, and a postage prepaid return envelope were mailed to the stockholders of record as of July 29, 2013. A tabulation of the proxies received from shareholders indicates that a majority of the shares outstanding on the record date are represented at this meeting, and a quorum is present.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Thank you, Ms. Richards. A copy of the affidavit will be filed with the records of this meeting. The polls for each proposal are now open at 8.03 a.m. Central Time 23 September 2013.

The proposals to be considered today are listed on the Agenda and in the proxy materials previously distributed. If you have already submitted your proxy, your shares will be voted accordingly. If there is any stockholder present who has not yet voted and wishes to do so, please hold up your hand so we may distribute ballots.

If you have previously voted by proxy, please do not fill out a ballot unless you wish to change your proxy vote. Are there anybody here that needs a ballot? Apparently, there are not.

If you're voting by -- well, that's not -- we can skip that, right Chris? Thank you. The first matter to be taken up is the election of Directors. Eleven Directors are to be elected today. A nominee will be elected to the Board of Directors if the number of votes cast for such nominee's election exceeds the number of votes cast against such nominee's election. If elected, each nominee will serve as a director until the 2014 Annual Meeting and until his or her successor is duly elected and qualified.

The nominees for election today are as follows -- James L. Barksdale, John A. Edwardson, Shirley Ann Jackson, Steven R. Loranger, Gary W. Loveman, R. Brad Martin, Joshua Cooper Ramo, Susan C. Schwab, Frederick W. Smith, David P. Steiner, and Paul S. Walsh.

The next item of business is the proposal to approve on a non-binding basis an advisory resolution on named executive officer compensation as follows: Resolved that the compensation paid to FedEx's named executive officers, as disclosed in the Company's Proxy Statement for the 2013 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the accompanying compensation tables and the approved narrative discussions is hereby approved.

The third item of business is the proposal to approve an amendment to the Company's 2010 Omnibus Stock Incentive Plan to increase the number of shares issuable under the plan.

The next item of business is the ratification of the appointment of Ernst & Young, LLP as the Independent Registered Public Accounting Firm of the Company for the fiscal year ending May 31, 2014.

The fifth item of business is the consideration of a stockholder proposal regarding an independent Board Chairman. I'll now ask a qualified representative of the proponent to present the proposal. Please limit the presentation of your proposal to no more than three minutes. First, please identify yourself and provide the number of shares you represent.

Dan Willett
International Brotherhood of Teamsters

Good morning. I'm Dan Willett, representing the Teamsters General Fund, owner of 176 shares. We propose that our Company adopt a policy that the Board's Chairman be an independent director.

The resolution allows the Board to implement in a way that does not violate any contractual obligation, calls for a succession plan if an independent Chair ceases to be independent between meetings, and excuses the requirement if no independent director is willing to serve. Even with their Company's pending change of lead independent director, an independent Chair is still needed. Please vote for Proposal 5. Thank you.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Next item of business is the consideration of a stockholder proposal regarding proxy access for stockholders. I will now ask a qualified representative of the proponent to present the proposal. Please limit the presentation of the proposal to no more than three minutes, and please identify yourself and provide the number of shares you represent.

Dan Willett
International Brotherhood of Teamsters

My name is Dan Willett, and I have been designated by Myra K. Young to present her proposal. She owns 50 shares. We propose a method which shareholders may form groups to nominate board directors. We believe that our proposal is modest, and will be beneficial to our Company.

Our proposal gives two ways that shareholders may group together to name nominees, either by (1), shareholders owning between 1% and 5% of shares, or (2), groups of at least 50 shareholders owning shares worth at least $2,000, and between one half of 1% and 5% of shares. We urge your support to allow shareowners to nominate directors for our Company's current annual elections. Please vote to protect shareholder value. Please vote for Proposal 6.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Next item of business is consideration of a stockholder proposal regarding limited accelerated vesting of equity awards upon a change in control. I will now ask a qualified representative of the proponent to present the proposal. Again, please limit it to less than three minutes, and identify yourself, and provide the number of shares you represent.

Dan Willett
International Brotherhood of Teamsters

My name is Dan Willett and I'm representing John Chevedden, owner of 100 shares in presenting his proposal. Our proposal relates to executive compensation in the special circumstance of a change in control. We propose that any equity award not be allowed to vest on an accelerated schedule. We also propose that our Board's Compensation Committee may provide a plan for any unvested award to vest on a partial pro rata basis. Please vote for Proposal 7 to eliminate accelerated executive pay. Thank you.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Kind of a won't die there will it? The next item of business is the consideration of a stockholder proposal regarding a hedging and pledging policy. I'll now ask a qualified representative of the proponent to present the proposal. Limit the presentation to three minutes or less, and please identify yourself, and provide the number of shares you represent.

Con Hitchcock
Shareowner

Thank you, Mr. Chairman, Con Hitchcock for Amalgamated Bank LongView Funds. We own approximately 67,000 shares of FedEx stock. I won't read the proposal. It's in the Proxy. It does seek a prohibition on hedging and pledging of Company stock. The reason for it primarily is that it can increase volatility if you have margin accounts that are subject to a margin call. There was a problem several years ago with another company, Chesapeake Energy, where the Chair and CEO had to dispose of a significant amount of stock in a very short period of time to meet a margin call.

Now you may ask, well, why offer this proposal at FedEx? Last year The Wall Street Journal had an article indicating that the Chairman was, in its words, quote the most exposed unquote CEO in terms of the amount of stock being pledged. Now the Company manual does allow -- does have a general prohibition, but it does come with exceptions on a case by case basis, which have been made in Mr. Smith's case here.

In our view, however, the policy should be made clear, unequivocal, across the board, and with no exceptions. The -- allowing pledging can lead to unintended consequences, and we think that our proposal could enhance the Company's current policy. So, move adoption of Proposal 8.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

The ninth item of business is a consideration of a stockholder proposal regarding a political contributions report. I'll now ask a qualified representative of the proponent to present the proposal. Same rules apply, please less than three minutes, identify yourself and the number of shares being represented.

Con Hitchcock
Shareowner

Thank you Mr. Chairman. Con Hitchcock, the New York City Pension Funds, and Comptroller, John Liu, currently have 893,000 shares of FedEx stock. I've been asked to read a brief statement in support of the proposal for greater disclosure of political contributions. Without detailed disclosure in a system of accountability, the concern is that Company assets could be used for policy objectives posing long-term risks to shareholders.

The Supreme Court's 2010 Citizens United ruling overruled two legislative precedents that restricted corporate spending. The result was an unleashing of money for influence in the recent election cycle with the rise of Super Pacs, and to support a proposed legislation, such as the Healthcare Affordability Act. The ability to disproportionately influence elections and issues can corrode democracy. The lack of transparency also poses financial and reputational risks to companies.

Target, for instance, faced a backlash of protests and boycotts after donating to a politician opposing same-sex marriage. These types of issues make disclosure all the more imperative and some federal agencies are pushing for greater transparency. The FCC ruled in 2012 that TV broadcasters are now required to post advertising expenditures on the FCC website.

Some groups, including law professors, are urging the FCC to address the issue, and the FCC announced recently that it's considering rulemaking on the issue. According to FCC Commissioner Aguilar, quote it is one of the FCC's core functions to identify gaps in information that shareholders require, and then to close the gap as quickly as possible.

These developments are compelling reasons, in our view, why FedEx, in its best interest and that of the shareholders, should be proactive and establish the proposed good governance practice before legislation mandating full disclosure is enacted. Over 100 companies have agreed to do so already. FedEx's disclosure falls short of best practices in a number of ways, for example, by not disclosing a policy on trade association activity, or disclosure of full trade association membership. We are in support for the proposal. Thank you, Mr. Chairman.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Next item of business is the consideration of a stockholder proposal regarding congruency between corporate values and political contributions. I'll now ask a qualified representative of the proponent to present the proposal. Please limit the presentation of your proposal to three minutes or less, and please identify yourself and provide the number of shares you represent.

Christine Jantz
Shareowner

Good morning. My name is Christine Jantz from North Star Asset Management in Boston. North Star is the beneficial owner of 25,816 shares of FedEx Corporation stock. I'm here to ask for your support of resolution number 10. Our Company needs a policy to ensure congruency between what we stand for and what our funds support. The FedEx brand is one of our Company's most significant global assets.

Our public commitments to diversity and environmental stewardship exemplify FedEx values and priorities. These values are the cornerstone of our business decisions, and are the foundation of our success in the industry.

Why then do our political contributions conflict with Company values? FedEx website states that we remain focused on sourcing environmental solutions that will lessen our footprint while serving as an example to our peers.

Yet in the past three years, FedEx PAC gave almost $1 million to politicians that voted in ways that undermine FedEx priorities, contributing hundreds of thousands of dollars to 31 of the 55 Congressmen and Senators who have gone so far in attacking the environment that they have a 0% record of voting to protect clean air, clean water, and the general safety of the environment in America and around the world.

Our Company prohibits discrimination against any applicant or employee on the basis of many attributes, including sexual orientation. And in 2009 when a North Star shareholder proposal raised concerns about FedEx lack of health insurance for domestic partners and married same-sex employees, FedEx created and implemented a consistent healthcare insurance benefit for all employees. Yet, the FedEx PAC made over $1.4 million of contributions to candidates that voted to limit the rights and freedoms of gay Americans.

There is a policy hole at the Company regarding political contributions. FedEx is placing itself at risk by failing to police political spending. We do not seek to prohibit or restrict contributions, and we recognize that not all political spending can be aligned with Company goals. We request that management methodically incorporate Company business objectives and values when supporting candidates or causes, and when incongruities exist, disclose their rationale so that the brand is not negatively impacted.

At FedEx, our stated Company values emphasize and underscore our broader commitments. We insist that management reflect FedEx vision and values in electioneering contributions to avoid harm to the FedEx brand. We ask you to vote yes for resolution 10.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Next item of business is the consideration of a stockholder proposal regarding vote counting to exclude abstentions. I'll now ask a qualified representative of the proponent to present the proposal. Same rules, three minutes, name, shares.

Paul Perret
Shareowner

Thank you, Mr. Chairman, and good morning. My name is Paul Perret. I'm President and Founder of Perret Financial of Birmingham, and I'm representing today Investor Voice of Seattle holding 57 shares. When, as a shareholder you look at your ballot, you can see obvious choices for each resolution -- for, against, or abstain. Now, it may come to you as a surprise to you to know that FedEx has two distinct vote counting formulas, both of which tend to favor management.

For example, on Proposal 1, the director election, an abstained vote does not count in the vote, therefore, showing a higher support tally for the management choices. In contrast, on shareholder number 11, which an abstain vote would be changed to an against vote, therefore, reducing the tally of votes in favor of the proposal, and helping management to suppress shareholder resolutions.

Now in a place where we value the shareholder's vote, it's important that we give their choice of vote -- give their choice a action -- sorry. How can any company, it seems unusual for a company to expect that they have the right to change an investor's vote on a proxy. So, we feel that this is deplorable and that FedEx should change its policy immediately. So, please vote in favor of Proposal number 11, and please also remember that if you vote to abstain, you are in essence voting against the proposal. Thank you.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

That concludes the presentation of the formal agenda items for the meeting. Finally, as discussed in the Proxy Statement, a group of stockholders has notified us of their intent to make a Floor Proposal at this meeting relating to FedEx's sponsorship of FedEx Field. I will now ask a qualified representative of the proponents to present their Floor Proposal.

Please limit the presentation of your proposal to three minutes or less. Before you begin the presentation of the Floor Proposal, please identify yourself, each of the stockholder proponents, and the number of FedEx shares each stockholder proponent owns.

Susan White
Shareowner

Good morning. My name is Susan White, and I'm with the Oneida in Wisconsin. The Oneida Trust owns 66 shares of FedEx. The Mashantucket Trust owns 55 shares of FedEx. Mercy Investment Services combined portfolio has 3,157 shares; and Calvert Enhanced Equity, 31,852 shares; Calvert Social Index, 7,250; Calvert VP S&P 500 Index, 6,266; Calvert Balanced Profit, 21,152 shares.

Good morning, Mr. Chairman, members of the Board, and fellow shareholders. Good morning, I'm Susan White, Oneida People of the Standing Stone is where I live. I'm Wolf Clan. I thank our Creator now for peace in our thoughts and feelings. The Oneida Tribe of Indians of Wisconsin is a federally recognized tribe west of Green Bay, Wisconsin with over 16,000 registered tribal members. I'm here today to hereby present and move for a vote of shareholder Floor Proposal as follows:

The shareholders request the FedEx Board to initiate a review of the Company's involvement in any actions or business relationships that denigrate, discriminate, or propagandize against people on the basis of gender, race, ethnicity, nation, religion, or culture.

In particular, the Board shall review the implications of FedEx continuing its marketing or other business relationships with the Washington professional football team named the Washington Redskins, as well as the impact of ending that relationship. As part of this review, the Company shall engage meaningful consultation with Native Americans and others. The review shall be completed by June 2014, and made publicly available.

We introduce this proposal in light of the mounting controversy surrounding the name of the Washington, D.C. NFL franchise, and FedEx's association with a controversy through FedEx's naming rights for the team stadium, and FedEx's marketing partnership with the franchise. FedEx's association has been regularly raised in the media, and was criticized publicly this year at the National Museum of the American Indian Symposium Racist Stereotypes and Cultural Appropriation in American Sports.

The Washington D.C. franchise's name, Redskins, is a dehumanizing word with hateful connotations for Native American peoples and others concerned about human rights. In fact, we consider the Washington team name a racial slur, tracing back to colonial times when bounties were paid on a sliding scale for the skins of Native men, women, and children, and traded like animal hides. The term did not describe actions that honored Indian peoples then, and it still represents racism and genocide today for Native peoples.

We strongly believe the Washington D.C. NFL football franchise will stop using the term for its name. Many mainstream commentators and leaders share our concerns, including the Mayor of Washington D.C., writers from Buffalo News, CBS Sports, Sports Illustrated, Philadelphia Daily News, Washington Post Editorial Board, and USA Today. Earlier this month, ESPN ran a piece entitled -- Tradition Versus Racism, covering the controversy. The number of journalists and commentators who stopped using the name is growing.

In August and the CEO and President of the Green Bay Packers validated the concern that the name is very derogatory to a lot of people. In May, ten members of Congress sent letters to the owner of the team and FedEx pointing out that Native Americans throughout the country consider the R-word a racial derogatory slur like the N-word among African Americans.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Ma'am, your three minutes are up. Sorry, it wouldn't be fair to the other proponents of the other proposals to let you continue. Thank you.

Susan White
Shareowner

Thank you.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

If there is a registered stockholder or a stockholder who brought a legal proxy with them to the meeting who wishes to vote on the Floor Proposal, please raise your hand so we may distribute a separate ballot for this proposal.

If you previously voted by proxy, the proxy holders have discretionary voting authority with respect to this Floor Proposal, and will use such discretion to vote against the Floor Proposal as described in the Proxy Statement. If you submitted a proxy, you do not need to complete a separate ballot for the Floor Proposal unless you wish to cast a different vote. No one?

All right then. I'd like to open the floor to any discussion regarding these proposals. Any questions or comments relating to any of the proposals should be made at this time, not during the general question and answer period following the conclusion of the meeting. Identify yourself, please ma'am.

Sister Valerie Heinonen
Shareowner

Good morning. I am Sister Valerie Heinonen, speaking on behalf of the Dominican Sisters of Hope and Mercy Investment Services, both of which are FedEx investors holding a combined total of more than 3,000 shares. Mercy is a co-sponsor of the resolution moved by Susan White of the Oneida Trust. Both Mercy and the Dominicans believe the language we use, even subconsciously or with all good intentions, can be hurtful, or may make people proud of themselves.

We Americans often think we know best, but it isn't up to us to tell other nations how to govern themselves, or as white people, to tell people of other races that the vocabulary we use to describe them really shouldn't bother them.

A few years ago, Mercy and other investors entered into a dialogue on equal employment and diversity. All proceeded commonly and FedEx not had only developed its policy, but reported on its implementation. As I recall, we also asked on how implementation of the policies and practices were carried on globally, which I admit would be rather difficult to do because there are different kinds of discrimination.

They vary from country to country, perhaps trying in one of the Asian or African countries would have led to better understanding of what we're raising through this resolution. As you know, many have contributed to its building fund, the Smithsonian National Museum of African American History and Culture is in process.

There are similarities between that campaign, and why we religious orders struggle in concert with the United Trust. I'll leave the quote from their recent letter, fund-raising letter, and just end with -- I'm sure that there are prosperous American Indians, as there were likely prosperous African Americans, people who didn't want their comfortable life to disappear. But we are not talking about a popularity contest.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Sister, my apologies, but your time has run out. So please conclude your thought, okay?

Sister Valerie Heinonen
Shareowner

I just have one sentence. It is a matter of human dignity and justice, no matter how unpopular those kinds of values may be in our current rather mean and vindictive US society. Thank you for your attention.

Christine Jantz
Shareowner

Christine Jantz --

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

I should make the point, which I didn't before, if there are questions that don't relate to these proposals, we will have another question and answer period after the brief remarks. So, and the comments or questions in this period should be limited to two minutes. Go right ahead.

Christine Jantz
Shareowner

Yes, Christine Jantz. Just a point of clarification about the Floor Proposal. I would like to get a voting proxy to vote in favor of that Floor Proposal if I may?

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Can you give him -- give her a ballot? Any other comments or questions on these proposals? Seeing none, I believe that concludes the discussion on the proposals. We'll now have the Inspector of Election give a report on the preliminary voting results.

First, have all stockholders who received ballots, and I think that's the only one, please raise your hand, and we'll pick them up. There's one. One in the middle. Okay, we now have all the ballots. I hereby declare the polls closed at 8:29 a.m. Central Time on 23 September 2013. I will now ask the Inspector of Election to report on the preliminary voting results for each of the proposals.

John Ruocco
Computershare Trust Company

Mr. Chairman, there are present at this meeting in person or by proxy 279,812,855 shares of the Company's common stock out of a total 316,117,338 shares outstanding and entitled to vote.

With respect to Proposal 1, the Election of Directors, each director nominee received more votes cast for such nominee's election than against such nominee's election.

With respect to Proposal number 2, the advisory resolution to approve the named executive officer compensation, 241,554,279 shares have been voted in favor of this proposal; 10,328,710 shares have been voted against the proposal; and 1,204,279 shares have abstained.

With respect to Proposal 3, the approval of the amendment to the 2010 Omnibus Stock Incentive Plan, 237,780,941 have voted in favor of this proposal; 14,239,750 shares have voted against the proposal; and 1,066,195 shares have abstained.

With respect to Proposal number 4, the ratification of appointment of the Independent Registered Public Accounting Firm, 277,114,778 shares have voted in favor of this proposal; 1,697,609 shares have voted against the proposal; and 1,000,468 have abstained.

With respect to Proposal 5, the stockholder proposal regarding an independent Board Chairman, 72,114,674 shares have voted in favor of this proposal; 179,680,807 shares have voted against the proposal; and 1,291,805 shares have abstained.

With respect to Proposal 6, the stockholder proposal regarding proxy access for shareholders, 15,891,445 shares have voted in favor of this proposal; 235,744,262 shares have voted against the proposal; and 1,451,560 shares have abstained.

With respect to Proposal 7, the stockholder proposal regarding limiting accelerated vesting of equity awards upon change of control, 82,799,834 shares have voted in favor of this proposal; 168,836,241 shares have voted against the proposal; and 1,451,211 shares have abstained.

With respect to Proposal 8, the stockholder proposal regarding the hedging and pledging policy, 73,179,209 shares have voted against -- I'm sorry, 73,179,209 shares have voted in favor of this proposal; 177,776,280 shares have voted against the proposal; and 2,113,778 shares have abstained.

With respect to Proposal 9, the stockholder proposal regarding a political contributions report, 51,604,721 shares have voted in favor of this proposal; 151,449,147 shares have voted against the proposal; and 50,033,418 shares have abstained.

With respect to Proposal 10, the stockholder proposal regarding congruency between corporate values and political contributions, 8,981,027 shares have voted in favor of this proposal; 203,728,572 shares have voted against the proposal; and 40,377,668 shares have abstained.

With respect to Proposal 11, the stockholder proposal regarding vote counting to exclude abstentions, 18,965,477 shares have voted in favor of this proposal; 232,402,812 shares have voted against the proposal; and 1,718,997 shares have abstained.

With respect to the stockholder Floor Proposal regarding FedEx's sponsor of FedEx Field, 221 shares have voted in favor of this proposal; and 253,087,286 shares have voted against the proposal; and no shares have abstained.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Mr. Ruocco, will you reread the results on Proposal number 8. The General Counsel thinks, based on the preliminary numbers, you may have misstated them.

John Ruocco
Computershare Trust Company

On number 8, with respect to the shareholder proposal on hedging and pledging, 73,179,209 shares have voted in favor of this proposal; 177,776,280 shares have voted against the proposal; and 2,113,778 have abstained. Okay?

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Thank you, Mr. Ruocco. To summarize the voting results, each of the director nominees has been duly elected to serve as a Director of the Company. The advisory resolution to approve named executive officer compensation has been approved. The amendment to the 2010 Omnibus Stock Incentive Plan has been approved. The appointment of Ernst & Young, LLP as the Independent Registered Public Accounting Firm of the Company for fiscal year 2014 has been ratified, and no stockholder proposal has been adopted.

Please note that the voting results announced by Mr. Ruocco are preliminary. Final voting results will be included in a Form 8-K filed with the Securities and Exchange Commission following this meeting.

Now, ladies and gentlemen, that concludes the official portion of the meeting. There being no further business, the meeting is hereby adjourned. I will conclude with some brief remarks and a brief corporate overview, followed by any general questions and answers that you might have.

Whatever direction our planes and trucks travel, FedEx is always moving forward, and that was true in FY2013, our fortieth year of operations. We took major steps to boost profitability and better align our global networks with customer demand in a slow growth world economy.

We announced profit improvement programs in October 2012 with a goal of saving $1.6 billion at FedEx Express by the end of FY '16 through a multi-pronged approach that included a voluntary buyout program, which several thousand team members took advantage of. We remain focused on these initiatives, and FedEx Express is committed to achieving its improvement target. These initiatives are expected to increase margins, improve cash flow, and returns on investment, and to increase our competitiveness.

At FedEx Express we made great strides in our fleet modernization strategy, which has begun to pay off in the delivery of our first 767-300 Freighter from Boeing earlier this month. This aircraft is more affordable to operate, and has lower carbon emissions because of better fuel efficiency.

The acquisitions we made in Poland, France, Brazil, and Mexico are on course to deliver solid returns. FedEx Express also signed a new seven-year contract with the United States Postal Service, a testament to the strong relationship we built during the past decade.

This progress, though, did not offset the effect of lower international yields due to customer's increased use of slower, less expensive international shipping services, as this chart illustrates.

Air express has been growing, but commodity airfreight has been leveling off. Now the mix of freight, higher cost, and better shipping technology is favoring maritime freight over commodity air cargo in many instances.

Here is another chart that concentrates just on the supply-and-demand within the airfreight market. You can see that in the last couple of years capacity has been higher than demand for airfreight. FedEx is tackling these challenges head-on, and we're confident our plans will position us for profitable long-term growth.

For example, in our FedEx Express U.S. network, we're closing and realigning some facilities, and streamlining pickup and delivery operations while maintaining outstanding service levels.

Our international profit improvement plans are focused on increasing efficiencies as we build scale within our recently expanded European footprint. We're optimizing our networks where appropriate by using other lift alternatives to move economy traffic, and by making better use of capacity within the FedEx Express international network for our priority services.

FedEx Ground clearly has an outstanding business model as evidenced by its growth and industry-leading margins, even in a time of low economic growth. Our speed advantage gives customers greater flexibility in their supply chain, and makes inventory management more efficient. Since 2003, we have increased the speed of more than 89,000 lanes by at least a full day, and we're not done yet. A thousand more lanes are being accelerated this fiscal year.

FedEx Home Delivery is unique compared to the competition in its standard offering of Saturday, evening, and by appointment delivery. FedEx Ground also continues to benefit from dramatic double-digit e-commerce growth, which led to a 22% increase in FedEx Smart Shipments during fiscal year '13.

As I mentioned earlier, rising fuel costs have had a dramatic effect on everyone from individual households to global supply chains. This chart shows just how dramatic. The cost of a barrel of oil is over 500% higher today than it was in 1973. As a result, both FedEx Freight and FedEx Trade Networks are using rail more frequently, putting our multi-modal trailers on trains for more cost-effective transportation.

Speaking of FedEx Freight, customers are clearly embracing the way our operating company has simplified less-than-truckload shipping. About 87% of customers use both our priority and economy services through a single, unique pickup and delivery network. Our strategy was validated by a recent survey in Logistics Management Magazine, which ranked FedEx Freight as Best-in-Class in both the multi-regional and national LTL sectors.

To improve performance, automated systems are helping FedEx Freight determine the most efficient routing for shipments. About 17% of FedEx Freight's line haul miles have now been moved to rail, a decision that has lowered our cost without sacrificing services.

FedEx Trade Networks, as a fast-growing air and ocean freight forwarding arm, will also add to our profitability as it continues to grow. We recently opened new offices in Latin America, Europe and Asia, expanded our alliances with regional service providers, and launched new freight forwarding service options.

In addition to all the progress our operating companies have made, we continue to keep FedEx fresh through constant innovation. At FedEx Express and FedEx Ground, we rolled out FedEx Delivery Manager. It allows customers to request delivery dates, times, and locations according to their needs and schedules.

In 2008 we set a goal to improve the overall fuel efficiency of the FedEx Express global vehicle fleet, 20% by 2020. Due to advances in technology and operations, we reached that goal in less than 5 years. In fiscal '13, FedEx Express set a new target of 30% improvement in fuel efficiency for its global vehicle fleet by 2020. That's a 50% increase over the original goal, of course.

FedEx Custom Critical launched a new monitoring service called Shipment Watch. With it, FedEx Custom Critical manages SenseAware devices, which we developed, to track customer shipments in regard to location, temperature, light exposure, humidity, g-forces, and barometric pressure.

Our success would certainly not be possible without the personal dedication of over 300,000 FedEx team members worldwide. They earn the trust of our customers every day by delivering on our Purple Promise that says simply -- I will make every FedEx experience outstanding. The commitment of these team members is strong because we have and always operate on the basis of our People-Service-Profit philosophy. As evidence, once again, we were honored this year by Fortune Magazine as one of the world's 10 Most Admired companies.

In conclusion, you can count on FedEx to do what's right for our shareowners, customers, team members, and community. We're dedicated to connecting people and possibilities around the world. Thank you very much. Now I'll entertain any questions that you might have.

Sister Valerie Heinonen
Shareowner

Valerie Heinonen, Dominican Sisters of Hope. I have a couple of questions. Why aren't there photographs of the members of the Board of Directors in the Proxy Statement?

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Now, you know, we just made the decision some years ago to cut cost, and our Annual Report tries to put the focus on the team members and the services we provide. Sister, I believe that the Board of Directors' photographs are on our website, Investor Relations. You can go to fedex.com and you can pull them up with the bios. But that's basically the reason we hadn't done it. You can see them all down here, of course.

Sister Valerie Heinonen
Shareowner

Well, I suppose I could hike down and look, but since there's no rail, my balance is shaky; it's not such a good idea.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

We'll look at putting a rail in there. That's a good point.

Sister Valerie Heinonen
Shareowner

Yes, you learn a lot when you become disabled. I still think the photographs should be in the Proxy Statement, and I vote a large number of proxies, and I think the ability to vote easily is important. I have another question related to the auditors and policy. I just briefly met your sustainability person, so, and I didn't realize that you had one.

I’ve been caught up in with respect to the work we've been trying to do with the American Indians’ issue, but the question relates to the auditing of policies like sustainability, environmental, mix of races or religions in the case of India, that sort of thing. How do the auditors help you understand how those policies, those more social and environmental policies, are implemented?

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Well, of course our outside auditors, Ernst & Young, are primarily focused on making sure that the financial reports of FedEx are accurate and complete.

Sister Valerie Heinonen
Shareowner

Right. Right.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

The Board of Directors monitors the things that you were talking about through regular reports from the various staff functions inside FedEx, including from the Sustainability Office that you just mentioned, on the various initiatives that we have underway there. In the case of number of females, minorities, and so forth in management, in percentages of the workforce, and things of that nature, we have reports on that regularly, which are made to the Board of Directors. They receive a report each week, not just at 4 or 5 times a year, and we have specific criteria and monitor that very closely. So, even though it's not the external auditors, we are monitoring and managing those aspects of the business.

Sister Valerie Heinonen
Shareowner

Good, thank you.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Right. Other questions?

Alyss Frick
Shareowner

Hi. Hi, I'm Alyss Frick, and I'm a proud shareholder of FedEx stock, and I'm a housewife and I rely on FedEx Office, mainly the one in Memphis, Tennessee, on Union Avenue. And the last couple of years you haven't really said anything about FedEx Office. I was just wondering, what are your plans with it? Please tell me you will keep it.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

Well, you have no fear of that. FedEx Office is an integral part of the FedEx portfolio. It is a key ingredient to small and local customers like you, and let me express on behalf of all 300,000 of us, we very much appreciate your business. We are –

Alyss Frick
Shareowner

I just use the copy machine, actually.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.

We're rolling out some new concepts in FedEx Office, and some of them will be here in Memphis in the near future, a service called Pack Plus, and our FedEx Print Online, which is a service of FedEx Office, has been dramatically improved in the last year. So, next year we'll talk a little more about FedEx Office. How about that? That's a good suggestion.

Alyss Frick
Shareowner

Thank you.

Frederick W. Smith
Chairman, President & CEO, FedEx Corp.