FedEx Corporation Employee Stock Purchase Plan

Transcription

1 FedEx Corporation Employee Stock Purchase Plan Account Information Contact: Computershare Trust Co., Inc Plan Information Contact: See page 10 (Employer Contact List)

2 Questions and Answers 2

3 1. What is the Employee Stock Purchase Plan? The FedEx Corporation Employee Stock Purchase Plan (the Plan ) offers eligible employees of FedEx Corporation (the Company ) and its subsidiaries (each a Subsidiary and collectively the Subsidiaries ) the opportunity to purchase shares of the Company s common stock through regular payroll deductions. Payroll deductions for the Plan are made on an after-tax basis. Participation in the Plan is entirely voluntary. 2. Who is eligible to participate? You are eligible to participate in the Plan if you have attained the age of majority in the state in which you reside and you have completed three consecutive months of full-time or permanent part-time employment with the Company or a Subsidiary and you are not a managing director (or its equivalent) or officer of the Company or a Subsidiary or a member of the Company s Board of Directors. Employees who reside in a foreign country, the laws of which make participation impracticable, are not eligible to participate in the Plan. 3. How does the Plan work? Once you decide on the percentage of your pay that you would like to invest each pay period, your employer (the Company or one of its Subsidiaries) will regularly deduct such amount from your pay (on an after-tax basis). The funds will be combined with the money deducted from other participating employees and then forwarded to Computershare Trust Co., Inc. ( Computershare ) on a monthly basis. Each month, as soon as practicable after funds are received, Computershare will instruct a broker to purchase the Company s common stock using the total funds deducted from your pay the previous month and update your record to reflect the purchase details. Your employer will pay all fees for your participation in the Plan, and you will not be charged for stock purchases made through your payroll deductions. You must pay any fees or commissions for purchases not made through payroll deductions or for sales. The Company reserves the right to discontinue the Plan at any time if, in its sole judgment, it deems such action to be advisable. 4. Can my account record be opened in both my name and the name of another person of legal age? Joint tenancy is no longer offered as an option for new participants who join the Plan. However, Computershare will continue to hold any joint tenancy designations for accounts that were previously opened. 3

4 5. What are the advantages of the Plan? The Plan offers you an affordable and convenient way to become a stockholder of the Company. You invest by a dollar amount instead of by the share. Your employer pays all fees for your participation in the Plan, and you are not charged for stock purchases made through your payroll deductions. The Plan encourages regular, scheduled investing and is a means of supplementing your individual investment program. 6. What are the risks of purchasing stock through the Plan? In purchasing the stock of any corporation, investors take certain risks with their money. Market prices fluctuate day-to-day based on the performance of the company, general business conditions, national and international economic and political events and other circumstances. Stock prices go down as well as up, and the Company s stock is no exception to this rule. Because of these factors, stocks offer less security of your principal than other types of investments, such as savings accounts and U.S. government securities. You are encouraged to carefully review this booklet and to thoroughly analyze your personal investment objectives and family circumstances before deciding to participate. 7. How much can I invest through the Plan? Your authorized payroll deduction must be in whole percentages. The minimum deduction is 1% of your Covered Compensation, which means gross compensation for services including overtime, shift or other regular compensatory premiums, pilots overage, management and professional incentive bonuses, salesperson s incentive compensation or commissions, and payments in substitution for base pay such as vacation, holiday and sick pay. The maximum deduction is 10% of your Covered Compensation. Payroll deductions for the Plan are made on an after-tax basis. 8. What will stock cost through the Plan? Stock prices fluctuate constantly, depending upon the price at which owners of a stock are willing to sell and how much buyers are willing to pay. Your account will be credited with shares of the Company s stock at the average market price of all the shares bought for all employees in the Plan for that purchase allocation. Purchases may be made over a period of days so as not to adversely affect the price of the Company s common stock. 9. How much stock will be bought for me through the Plan? Computershare will instruct the broker to purchase as many whole and fractional shares of the Company s stock as the funds forwarded by your employer (the Company or one of its Subsidiaries) for your account will allow. There is no limit to the number of shares you may accumulate in your account. If you wish, you may make additional purchases directly through Computershare. 4

5 10. What if the amount of money I am investing will not buy a whole number of shares or one full share of stock? Your account will be credited with a fractional share. For example, if your account invests $75.00 per month, and if stock is purchased at $47.00 per share, your account will be credited with shares. If the funds deducted from your pay buy less than one full share, your account will likewise be credited with a fractional share amount up to six decimal places (e.g., ). 11. What record of my transactions will I receive? Every quarter you will receive a summary statement detailing all activity in your account for the previous three months. It will list the total number of full and fractional shares you have accumulated, as well as the number of shares bought and the price paid for each Plan purchase during the period. You should retain each quarterly summary statement because it provides the cost basis of the shares purchased through the Plan, which is necessary to determine your gain or loss when you sell the shares. Stock certificates for the shares you own are not issued in your name unless you request delivery of a certificate and pay the applicable fee. Certificates cannot be issued for fractional shares. Additionally, if you have received at least $10.00 in gross proceeds or dividends during the year, you will receive a year-end tax reporting summary, which will include certain information necessary to file your income tax return. All statements mailed to you by Computershare should be retained in a safe place. 12. Will I receive information normally provided to stockholders? As soon as you own one full share of stock, you will be forwarded any material received by Computershare that has been distributed by the Company for the benefit of its stockholders, such as annual reports and proxy statements. When the Company distributes proxies, your full shares are voted for you in accordance with your written instructions duly delivered to Computershare. If you do not provide Computershare with written instructions on a timely basis, the voting of the shares in your account will be governed by the rules and policies of the New York Stock Exchange and the Securities and Exchange Commission then in effect. 13. Can I change my payroll deduction amount? You can increase or decrease the amount of your payroll deduction or discontinue your payroll deduction altogether by following the applicable instructions in the response to question #21. Payroll deduction changes will take effect as soon as practicable. 5

6 14. What happens if my payroll deductions stop? If you terminate your payroll deduction authorization or if the Plan is discontinued by the Company, your account with Computershare will remain open. However, at your request, Computershare will close your account and either: (a) (b) (c) sell your holdings and mail you a check for the net proceeds of the sale, less applicable transaction and handling fees, or deliver stock certificates to you for your whole shares, subject to any sale of assets necessary to satisfy any fees and charges, along with a check for the net proceeds from the sale of fractional shares, less applicable transaction and handling fees, or transfer your whole shares to a brokerage account designated by you, along with a check for the net proceeds from the sale of fractional shares, less applicable transaction and handling fees. Transaction fees or commissions on sales and other applicable charges, such as registration fees for delivering stock certificates or delivery fees for a broker-to-broker transfer, are payable by you. There will be no cash refunds for any reason. 15. If I terminate my payroll deduction authorization, may I again participate in the Plan? You will not be able to participate in the Plan before the beginning of the next pay period following withdrawal. Upon rejoining the Plan, you will be considered a new participant and must reauthorize your payroll deduction by following the applicable instructions in the response to question # What charges do I pay Computershare for buying additional shares of Company stock or for selling my shares? If you instruct Computershare to purchase additional shares of Company stock outside the Plan or to sell shares of your Company stock, you will pay a transaction fee or commission on each sale or purchase based on the total dollar value of that trade. For information regarding such transaction fees and commissions, call Computershare at How will my orders for additional shares of Company stock be handled? Orders for additional shares of Company stock are executed on an individual basis upon receipt and clearance of payment for the transaction by Computershare on behalf of the participant. Orders for additional shares of Company stock are invested by the dollar amount in whole or fractional shares. Shares purchased in the open market may be purchased over a period of time. In this case, your cost will be the average price of all shares purchased over that period. 18. Can my account be used for any other transactions? 6

7 The Plan only allows purchases and sales of the Company s common stock. 19. What happens if my employment by the Company or a Subsidiary is terminated? If your employment by the Company or one of its Subsidiaries is terminated for any reason, you will still have an account with Computershare. However, after Computershare is notified of your termination, you will have 60 calendar days to close your account as explained in the response to question #14. If you do not make an election within that period, you will receive stock certificates for your whole shares, subject to any sale of assets necessary to satisfy any fees and charges, along with a check for the net proceeds from the sale of fractional shares, less applicable transaction and handling fees. 20. Does a hardship withdrawal from the FedEx Corporation Retirement Savings Plan (RSP) affect my participation in the Plan? If you receive a hardship withdrawal from the RSP, your payroll deductions for the Plan will be suspended (and you will be prohibited from participating in the Plan) for a period of six months thereafter. 21. How do I join or withdraw from the Plan, or change my payroll deduction percentage? The answer depends upon who your employer is. If you are employed by FedEx Corporation, Federal Express Corporation, FedEx Corporate Services, Inc., FedEx Freight Corporation, FedEx Kinko s Office and Print Services, Inc., FedEx Trade Networks, Inc., FedEx Trade Networks Trade Services, Inc., FedEx Trade Networks Transport & Brokerage, Inc., or World Tariff, Limited, you should contact Computershare either (i) on-line, at or (ii) by phone, through Computershare s Interactive Voice Response ( IVR ) system, at You will need your social security number and Personal Identification Number ( PIN ) to access either automated system. If you do not have a PIN, your PIN will initially be set as the last five digits of your social security number. If you do not remember your PIN, please call Computershare at to reset your number. If you are employed by FedEx Custom Critical, Inc., FedEx Freight East, Inc., FedEx Freight System, Inc., FedEx Freight West, Inc., FedEx Ground Package System, Inc. or FedEx Supply Chain Services, Inc., you should (i) complete a Payroll Deduction Authorization Form (which you may obtain from your employer), and (ii) return the completed form to your employer at the address provided in the Employer Contact List on page 10. When joining the Plan, you will be asked to (i) agree to Computershare s terms and conditions, and (ii) complete a W-9 certification for tax purposes. 7

8 If your payroll deductions do not stop, start or change as requested, you are not entitled to repayments or catch-up deductions, as the case may be. It is your responsibility to notify your employer (see the Employer Contact List on page 10) that your payroll deductions did not stop, start or change as requested. 22. How do I find out how many shares are in my account, or sell Company stock? To obtain the current share balance in your account, or to sell shares of your Company stock, you should contact Computershare either (i) on-line, at or (ii) by phone, though Computershare s IVR system, at You will need your social security number and PIN to access either automated system. If you do not yet have a PIN, your PIN will initially be set as the last five digits of your social security number. If you do not remember your PIN, please call Computershare at to reset your number. 23. How do I purchase additional stock? You can purchase additional shares of Company stock outside the Plan by calling Computershare at Monday through Friday between 8 a.m. and 7 p.m. (ET). 24. What if the Company pays a dividend on its stock? Cash dividends are automatically reinvested through the Plan in additional shares of the Company s common stock. The Company pays all fees for any such dividend reinvestment. Stock dividends or stock splits are automatically applied to your account in the form of whole and fractional shares, without charge to you. 25. What are my options when selling shares? Computershare accommodates the following three types of sale orders: Market Order This order is processed at the next available sale price as soon as market conditions allow. Day Limit Order This order allows you to specify a price at which you want your sale to be processed. If during the trading day, the stock price equals or exceeds the minimum price specified by you, your order will be executed at the next available trade as soon as market conditions allow. If the stock price does not reach or exceed the specified price during such trading day, your order will be canceled. Good Until Canceled Order (GTC) This order also allows you to indicate a price at which you want your sale transaction to be placed. Your order instructions will be effective for a maximum of 30 days and will be executed when the stock price equals or exceeds the minimum price specified by you as soon as market conditions allow. If the stock price does not meet or exceed the specified price within the 30-day period, your order will be canceled. 8

9 For each of these order types, you can choose to sell (i) all your available shares; (ii) a specific number of shares on a First In-First Out (FIFO) basis, with the oldest shares being sold first; or (iii) a specific number of shares by specific share lot, as described below: Sale by Specific Share Lot This on-line option allows you to select shares to be sold from specific share lots (shares are grouped into lots based upon when they were purchased). When selecting this option, you will be able to view the cost at which each share lot was purchased and the length of time the shares have been held. Participants not selecting the specific share lot option will have shares sold on a First In-First Out (FIFO) basis, with the oldest shares being sold first. 26. What protection do I have if Computershare goes out of business? The securities held in your account are protected by the Securities Investor Protection Corporation (SIPC) up to $500,000, including up to $100,000 in cash, in the event Computershare goes out of business. Computershare has also purchased an insurance policy that provides additional protection up to the full net equity position of your account. You are not protected, however, against losses caused by the rise and fall in the market value of the Company s stock. 27. What if I have additional questions regarding my account or the Plan? If you have questions regarding your account, you should call Computershare at Monday through Friday between 8 a.m. and 7 p.m. (ET). If you have questions regarding the Plan, you should contact your employer at the applicable telephone number provided in the Employer Contact List on page 10. 9

10 Employer Contact List If Your Employer Is: FedEx Corporation Federal Express Corporation FedEx Corporate Services, Inc. FedEx Freight Corporation FedEx Trade Networks, Inc. FedEx Trade Networks Trade Services, Inc. FedEx Trade Networks Transport & Brokerage, Inc. World Tariff, Limited... FedEx Custom Critical, Inc.... FedEx Freight East, Inc. FedEx Freight System, Inc.... FedEx Freight West, Inc.... FedEx Ground Package System, Inc.... FedEx Kinko s Office and Print Services, Inc. FedEx Supply Chain Services, Inc.... Contact: FedEx Corporation Attn: ESPP 942 South Shady Grove Road, Third Floor Memphis, Tennessee Comail: MEM/TN/ Phone: (901) FedEx Custom Critical, Inc. Finance Department, Attn: Payroll 2088 South Arlington Road Akron, Ohio Phone: (330) FedEx Freight East, Inc. Payroll Department Delivery Code 2248, P.O. Box 840 Harrison, Arkansas Phone: (870) or (800) Fax: (870) FedEx Freight West, Inc. Human Resources Department 6411 Guadalupe Mines Road San Jose, California Phone: (408) x2409 or (800) x2409 FedEx Ground Package System, Inc. Human Resources Department 1000 FedEx Drive Moon Township, Pennsylvania Phone: (866) , or (866) 60-GROUND FedEx Kinko s Office and Print Services, Inc. Benefits Department Noel Road Suite 1600 Dallas, TX Phone: (866) Benefits.fedexkinkos.com FedEx Supply Chain Services, Inc. 10

11 Human Resources Department Attn: Your Employee Benefits Team 5455 Darrow Road Hudson, Ohio Phone: (888) (option 9) 11

12 PLAN TERMS AND CONDITIONS I understand that unless other Terms and Conditions are specifically made applicable, the following Terms and Conditions shall govern all transactions in my Employee Stock Purchase Plan ("Plan") account ("Account") with Computershare Trust Co., Inc. ("Computershare"). 1. I warrant that I have attained the age of majority in the state or country in which I reside. 2. This agreement, including the Terms and Conditions, shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its choice of law or conflict of laws principles, and you hereby consent to the exclusive jurisdiction of courts in Illinois (whether state or federal) over all matters relating herein. 3. Commissions, fees, or other charges on any transaction in my Account, or for any service for my Account, will be in accordance with the rates in effect at the time of the transaction or the provision of the service. Transaction fees will be deducted from the total amount of my purchase or the proceeds of my sale. Computershare may deduct from my Account any such fees, tax reimbursements, or expenses owed to Computershare. If sufficient cash is not available in my Account, Computershare reserves the right to sell any assets in my Account to cover amounts due to Computershare. 4. Computershare will acquire or sell securities as agent for the Plan. 5. On receipt by Computershare or its legal representative of advice of my legal incapacity or death, securities in my Account shall be held pending receipt of proper authorization and instructions. 6. I will have the right to vote full shares and Computershare will solicit instructions concerning the voting of full shares held in my Plan Account. 7. Orders to purchase securities are subject to certain minimum dollar requirements, which are subject to change. Voluntary contributions to my Plan Account, if permitted by the Plan, may be made by forwarding to Computershare a check or money order with a designation to purchase additional shares of my Plan sponsor's stock. Each acceptable payment, less standard charges, will be applied to the purchase of full shares and/or a fractional interest. 8. Payments for a Payroll Deduction Plan will periodically be made through payroll deductions by my employer. Each such payment may be commingled with other participants' funds and additional funds, if any, forwarded by my employer to purchase shares and fractional interest in shares. If shares for the Plan are purchased in the open market, they may be purchased over a period of time, and the weighted average price of shares purchased shall be the price per share allocable to me. If shares are purchased directly from my employer, the Plan Document will state the investment date and purchase price formula to be used. 9. A statement of all activity in my Plan Account, including numbers of shares purchased or sold, the price per share, the transaction date, stock splits, dividends paid, and the total number of shares in my Account will be sent to me at least once each calendar year. Confirmation of dividend reinvestments will 12

13 be contained in this statement. Other statements will be sent as required by law or regulation. Information on dividends paid on the shares held in my Plan Account will be sent to the Internal Revenue Service and to me. 10. You agree that Computershare shall not be liable for any action taken or omitted to be taken in connection with the services that Computershare provides, except that Computershare shall be liable for direct losses incurred by you arising out of Computershare's willful misconduct. Under no circumstances shall Computershare be liable for any special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if Computershare has been advised of the possibility of such loss or damage 11. Computershare shall have the right to amend these Terms and Conditions by modifying or rescinding any of its existing provisions or by adding a new provision. Any such amendment shall be effective as of a date to be established by Computershare. 12. Unless I indicate nonacquiescence in writing, this agreement shall inure to the benefit of the successors of Computershare by merger, consolidation, or otherwise, and its assigns, and Computershare is authorized to transfer my Plan Account to any such successors and assigns. 13. Computershare shall not accept nor act on any instructions to sell securities sent by me via facsimile. 14. For plans that provide batch trading facilities, Computershare may combine orders to sell securities with all other such orders received on a daily basis from other participants. Orders are generally executed on the first business day following Computershare's acceptance of my order or as soon as practicable thereafter in accordance with procedures Computershare may announce from time to time. 15. For plans that provide real time trading facilities, sales of securities requested by me in my Account will be executed according to the order method available through Computershare's real-time order placement service. Computershare will accept the following order types: (i) Market, (ii) Day Limit and (iii) Good Until Canceled ("GTC") Orders for sales of stock during the hours when the appropriate exchange on which the Company's security trades ("Exchange") is open. (i) Market Orders are executed as market conditions allow at the prevailing price on the Exchange at the time my order is received on the Exchange. (ii) Day Limit Orders are executed at the next available trade as soon as market conditions allow when the price of the security equals or exceeds a minimum price specified by me in my order ("Limit Price"). Day Limit Orders will be in effect for the remainder of the trading day (9:30 a.m. - 4:00 p.m. Eastern Time on days the Exchange is open) from the time of receipt and cannot be canceled. If the Day Limit Order is not executed by the close of the Exchange on the day it is entered, the order is automatically canceled. (iii) GTC Orders are effective for a maximum of 30 days and are executed, as soon as practicable, at the Limit Price or better. If the GTC Order is not executed within 30 days, the order is automatically canceled. I may cancel my GTC Order at any time during this 30-day period provided such order has not been executed prior to Computershare's receipt and completion of such cancellation request 13