The FedEx board has announced changes to its voting rules for the election of directors, which itsays will ensure “the highest standards” of corporate governance in the corporation.
It has amended the company’s bylaws so that directors standing in uncontested elections haveto receive a majority vote. Those failing to do so must resign, the new rules stipulate.
Under the new majority-voting standard, a director nominee will be elected only if the numberof votes cast “for” the nominee exceeds the number of votes cast “against” the nominee. Previously “plurality” voting was used, where candidates receiving the most votes were electedregardless of whether those votes constituted a majority.
The bylaw amendments are effective immediately and will apply to all future elections ofdirectors. Plurality voting will continue to apply in contested elections.
“The board’s decision reflects our continued commitment to the highest standards of corporategovernance and accountability to our shareowners,” said chairman Frederick Smith.
