FedEx Corp. Board of Directors to Propose Charter and Bylaw Amendments to Eliminate Supermajority Voting Provisions.MEMPHIS Memphis, city, ancient Egypt Memphis (mĕm`fĭs), ancient city of Egypt, capital of the Old Kingdom (c.3100–c.2258 B.C.), at the apex of the Nile delta and 12 mi (18 km) from Cairo. , Tenn. -- The Board of Directors of FedEx Corporation (NYSE NYSE See: New York Stock Exchange : FDX See full-duplex. fdx - full-duplex ) will submit to stockholders a proposal to amend FedEx's certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. and bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an to remove all supermajority Supermajority A corporate amendment in a company's charter requiring a large majority (anywhere from 67%-90%) of shareholders to approve important changes, such as a merger. voting requirements. FedEx's charter and bylaws currently require an 80% supermajority vote of outstanding shares for the following actions: --Approving certain business combinations, including certain mergers, unless the transaction is approved by the Board of Directors or offers a "fair price" to the stockholders (the "fair price provision"); --Amending or repealing the fair price provision or the requirements in FedEx's certificate of incorporation and bylaws that (i) stockholder action be taken at a duly called annual or special meeting, and (ii) special meetings be called only by the Board of Directors; and --Dividing the Board into classes with staggered terms. If the Board's proposal is adopted, the stockholder approval threshold for these actions will be reduced to a simple majority of outstanding shares. Stockholders will vote on the Board's simple majority vote proposal at FedEx's annual meeting in September 2006. Approval of the proposed charter and bylaw by·law n. 1. A law or rule governing the internal affairs of an organization. 2. A secondary law. [Middle English bilawe, body of local regulations; akin to Danish amendments will require an 80% supermajority stockholder vote. A full description of the proposal will be contained in FedEx's proxy statement for the annual meeting. About FedEx FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $32 billion, the company offers integrated business applications through operating companies competing collectively and managed collaboratively, under the respected FedEx brand. Consistently ranked among the world's most admired and trusted employers, FedEx inspires its more than 260,000 employees and contractors to remain "absolutely, positively" focused on safety, the highest ethical and professional standards and the needs of their customers and communities. For more information, visit www.fedex.com. |
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