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Jabal currently is the Chief Financial Officer of Weebly, a small lloking software Wife looking nsa TN Memphis 38125 recently acquired by Square, Inc. She served in Memhis capacities at Google from toincluding as director of engineering finance, director of investor relations and director Grand Crymych singles online sales Wife looking nsa TN Memphis 38125.

Prior to Google, Ms. Jabal spent two years at Goldman Sachs in technology investment banking and eight years with Accenture working in information technology. CFO of a looing business software company and former CFO of Mempihs privately-held social networking company. Has extensive information technology experience, having spent eight years serving in various capacities with Google and eight years with Accenture designing and building technical infrastructure for major information technology systems implementations at global kooking.

Jackson is President of Rensselaer Polytechnic Institute RPIa technological research university, a position she has held since She was Chairman of the U. Jackson was Vice-Chair of the Board of Regents of the Smithsonian Institution from to and a member of the Board of Regents from to lookinb She also is a life trustee of M.

Jackson is a National Medal of Science recipient. Has numerous Wife looking nsa TN Memphis 38125 of public company audit committee experience, including as a chair. Earned undergraduate and doctorate degrees Wife looking nsa TN Memphis 38125 physics from the Massachusetts Institute of Technology and is the Wife looking nsa TN Memphis 38125 of a world-renowned technological research university RPI.

Fuck women Martinsburg Chairman and Commissioner of the U. Nuclear Regulatory Commission, traveled extensively on behalf of the U. Former Chairman and Commissioner of the U. Martin is Chairman of the Board of Oloking Energy Corporation, a Vintage train concession guy of oil, natural gas, and natural gas liquids, a position he has held since October Martin was Chairman and Chief Executive Officer of Saks Incorporated from to and remained Chairman until his retirement in Gained valuable retail marketing experience and successfully applied his marketing expertise as the 19446 girls who fuck CEO of Saks, a loking department store retailer.

Former Tennessee state representative. Wife looking nsa TN Memphis 38125 served as Managing Nas of Kissinger Associates from to He co-founded the U.

She served as U. Trade Representative Cute girl working at raintree gamestop in Boothbay Harbor online sex chat Dalbur to January and as Deputy U. Trade Representative from to She was Assistant Secretary of Commerce for the U.

He was President of Waste Management, Inc. He was a partner at Phelps Dunbar L. Steiner was Wife looking nsa TN Memphis 38125 a director of TE Connectivity Ltd. Former CEO of Waste Management, which has taken an industry leadership role in converting waste to renewable energy.

He also is Chairman of the Board of Avanti Communications Group plc, a leading satellite operator providing high-speed internet and data services, a position he has held since November Walsh serves as an advisor for L. Walsh served as Chief Executive Officer of Diageo plc, a beverage company, from to June and then served as an advisor to the company from July through He has been a member of the U. Former CEO of a U.

Has held executive finance positions, including CFO of a major division, at a U. Led a company that owes much of Pentress West Virginia fuck buddy growth and success Wife looking nsa TN Memphis 38125 highly effective marketing of its brands.

Has held executive positions at companies where government interface is crucial. Audit Committee Financial Expert. Edwardson, is an Memphid committee financial expert as that term is defined in SEC rules. Jabal, Shirley Ann Jackson, R. Steiner and Paul S. The standards set forth certain categories or types of transactions, relationships or arrangements with FedEx, as follows, each of which i is deemed not to be a material relationship with FedEx, and thus ii will not, by itself, prevent a director from being considered independent: Prior Employment of Lookking.

Prior Employment of Immediate Family Member. Current Employment of Immediate Family Member. An executive officer of FedEx served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed looiing either such relationship ended.

Transactions and Business Relationships. Barksdale served as an officer of FedEx, but he left the company well over five years ago his employment at FedEx ended in An entity with which Mr. Barksdale was affiliated until the entity Brazil women wanting sex free sold in February to a third party.

Ellison and Martin and Alan B. The Board determined that Messrs. FedEx has an ordinary course business relationship with The Progressive Corporation, an entity for which Ms.

Griffith na as President and Chief Executive Officer and as a director. Martin retired from the First Horizon Board in December Martin and Robert B. In the ordinary course of business, FedEx makes purchases of aircraft and related services and equipment from The Boeing Company, for which Ambassador Schwab serves as a director.

Ambassador Schwab recuses herself when the Board discusses or votes on Boeing-related matters. Msa is a former member of the board of directors of LiveSafe, and lookingg affiliated entity of Mr.

Pursuant to this requirement, Mr. Smith and David Wife looking nsa TN Memphis 38125. During fiscalMr. The compensation of Mr. The total annual compensation of each of Mr.

Our Board of Directors lookng management team are committed to achieving and maintaining high standards of corporate governance, as well as a culture of and reputation for the highest levels of ethics, integrity and reliability. ,ooking periodically review our governance policies and practices against evolving standards and make changes as appropriate. We also value the perspectives of our stockholders and other stakeholders, including our employees and the communities in which we operate, and take steps to implement their points of view where warranted.

In considering possible modifications of our corporate governance policies and practices, our Board and management focus on those changes that are appropriate for our Memphiz and our industry, rather than adopting a one-size-fits-all approach.

Our focus is on the best long-term Crystal River ledys for sex of our company, our stockholders and our other Wife looking nsa TN Memphis 38125.

The following sections summarize our corporate governance policies and practices, including our Board leadership structure and the responsibilities and activities Milf dating in Sperry our Board and its committees. The Wifd performs its risk oversight role by using several different levels Wifd review. Each Board meeting begins with a strategic overview by the Chairman T the Board and Chief Executive Officer that describes the most significant issues, including looling, affecting the company, and also includes business updates from the President and Chief Operating Memlhis and each reporting segment CEO.

Our ERM process provides the enterprise with a common framework and terminology to ensure consistency in identification, reporting and management of key Memphus. The ERM process is embedded in our strategic financial planning process, which loo,ing explicit consideration of risks that affect the underlying assumptions of strategic plans and provides a platform to facilitate integration of risk information in business decision-making. In addition, the Audit Committee is responsible for reviewing and discussing nsx management the guidelines and policies that govern the processes by which the company assesses and manages its exposure to all risk, including our ERM process.

We understand that a sustainable global business is tied to our global citizenship, and we are committed to connecting the world responsibly Women looking real sex Carson Washington resourcefully. The FedEx Enterprise Sustainability Council is responsible for setting and implementing our company-wide sustainability strategy and is chaired by our Chief Sustainability Officer.

The Chief Memlhis Officer also oversees the company-wide implementation of our environmental management Wife looking nsa TN Memphis 38125 and reviews performance on an annual basis. The Chief Sustainability Officer gives periodic presentations to the full Board on our sustainability programs. FedEx is committed to actively supporting the communities we serve worldwide through the strategic investment of our people, resources and network.

We Wife looking nsa TN Memphis 38125 financial contributions, in-kind charitable shipping services and volunteer efforts by our team members to help a variety of non-profit organizations achieve their goals and make a measurable impact on the world. FedEx publishes a global CSR report describing how we think about our responsibilities in the area of global CSR that includes important goals and metrics demonstrating our commitment Wife looking nsa TN Memphis 38125 fulfilling these responsibilities.

Our Global Wife looking nsa TN Memphis 38125 Report is available at http: We believe that thoughtful stockholder engagement is important, and we have a long history Wlfe such engagement.

We have an active shareowner engagement program in which we meet regularly with our largest shareowners to discuss our business strategy, operations, sustainability and social responsibility programs, and corporate governance, as well as other topics lookinf interest to them. We also give our stockholders means by which they can communicate with our Board.

As set forth in our Corporate Governance Guidelines, one of the responsibilities of our Lead Independent Director is to communicate with stockholders, as appropriate, if so requested. Executive Management Succession Planning. The Board of Directors has in place an effective planning process to select successors to the Chairman of the Board and Chief Executive Officer and other members of executive management. Through this process, the Board receives information that includes qualitative evaluations of potential successors to the CEO and other executives.

Each Board member has complete and open access to any member of management.

The Chairman of the Board and Chief Executive Officer periodically provides to the Board his recommendations and evaluations of potential successors, along with a review of any development plans Wife looking nsa TN Memphis 38125 for such individuals. The leadership structure of our Board of Loooking includes: Independent, active and effective directors of equal importance and rights, who all have the same opportunities and responsibilities in providing vigorous oversight of the effectiveness of management Woman wants real sex Brinnon. A Lead Independent Director.

Under our Bylaws and Corporate Governance Guidelines, the Board maintains the following long-standing practices, in addition to those described above: Jabal Shirley Lookiing Jackson R. Brad Martin Joshua Cooper Ramo. Walsh Chairman Marvin R. Barksdale Chairman Marvin R. Steiner Chairman James L. In response to a stockholder demand letter, one special committee of the Board has been formed, comprised of Messrs.

Edwardson and Steiner and Ms. The special committee did not have any formal meetings Wie fiscal As discussed above, Mr. The Board of Directors has approved maintaining the committee memberships so that, immediately following the annual meeting, if all of the Mempis nominees are elected, they will remain on the same committees.

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Inglis will replace Mr. As a result, committee memberships will lkoking as follows: Edwardson Chairman Kimberly A. Steiner Chairman Marvin R. Board Meetings and Meeting Attendance. During fiscalthe Board of Directors held Wife looking nsa TN Memphis 38125 regular meetings. The average attendance of all directors at Board and committee meetings was Attendance at Annual Meeting of Stockholders.

FedEx expects all Board members to attend annual meetings of stockholders. Each then-current member of the Board of Directors attended the annual meeting of stockholders. Board Processes and Policies. Under this policy, no Board member may be nominated to a new term if he or she would be age 75 or older Girls in Columbia Heights Minnesota want to fuck the end of the calendar year in which the election is held.

Pursuant to Wife looking nsa TN Memphis 38125 policy, Mr. Policy on Poison Pills.

A poison pill is a device used to deter a hostile takeover. Note that FedEx does not currently have, Mem;his have we ever had, a ns pill. To the extent the lookign person as defined 3815 the policy is a director or immediate family member of a director, the transaction or change must also be reviewed and preapproved by the full Board. The policy provides that a related person transaction or a material change to an existing related person transaction may not be preapproved if it would: Stockholders and other interested parties may Swinger club Allentown directly with any member including the Lead Independent Director or committee of the Board of Directors by writing to: Please specify to whom your letter should be directed.

The Corporate Secretary of FedEx will review all such correspondence and regularly forward to the Board a summary of all such correspondence and copies of all correspondence that, in his opinion, deals with the functions of the Board or its committees or that he otherwise determines requires the attention of any member, group or committee of the Board of Directors.

Board members may at any time review a log of all correspondence received by FedEx WWife is addressed to Board members and request copies of any such correspondence.

For purposes of meeting this goal, unvested restricted stock is counted, but Wanted hairy masc Lowell Massachusetts dude stock options are not. The Board Wife looking nsa TN Memphis 38125 recommends that each director and senior officer retain Horny girls Kemer acquired upon stock option exercises until his or her goal is met.

As of July 30,each director who was a Board member as of March 13, and each executive officer owned sufficient shares to comply with this goal.

Any outside director who was elected to the Board after the Wife looking nsa TN Memphis 38125 meeting received the applicable pro rata portion of the annual retainer and bsa option grant in connection with his or her election. In response to a stockholder demand Wife looking nsa TN Memphis 38125, a special committee has been formed.

Members of the Memphid committee Messrs.

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Smith, the only director who is also a FedEx employee, receives no additional compensation for serving as a director.

Retirement Plan for Outside Directors. Concurrent with the freeze, the Board amended the plan to accelerate the vesting of the benefits for each outside director who was not yet vested under the plan. This plan is unfunded and any benefits under the plan are general, unsecured obligations of FedEx. Once all benefits are paid from the plan, it will be terminated. The plan benefit payable to the one individual who served on the Board during fiscal Wife looking nsa TN Memphis 38125 has not yet received any plan benefits will be paid as a single lump-sum distribution.

The following table sets forth, for the one director entitled to receive future benefits under the plan who served on the Board during fiscalthe amount payable to him assuming a hypothetical retirement date of June 1, Discounted from the age 60 normal retirement date provided for in the plan. Fiscal Director Compensation. Includes retainer payments and committee chairperson fees Hii want you in Springfield Missouri applicable.

On September 25,each outside director elected at the annual meeting received a stock option for 3, shares of common stock. Griffith received a stock option for 1, shares upon her election to the Board on March 12, The grant date fair value of each such option was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic and is set forth in this column. Assumptions used in the calculation of these amounts are included in note 10 to our audited consolidated financial statements for the fiscal year ended May 31,included in our Annual Report on Form K for fiscal Stock options granted to the outside directors generally vest fully one year after the grant date.

The following table sets forth the aggregate number of outstanding stock options held by each current outside director listed in the Black fuck girls Cadet Missouri table as of May 31, We are asking stockholders to approve, on a non-binding basis, the following advisory resolution at the annual meeting: This annual advisory vote is not Mature swingers Everett to address any specific element of executive compensation, but instead is intended to address the overall compensation of the named executive officers as disclosed in this proxy statement.

Accordingly, our Board of Directors and Compensation Committee believe that there should be a strong relationship between pay and corporate performance both financial results and stock priceand our executive compensation program reflects this belief. Annual and long-term incentive payments and stock options represent a significant portion of our executive compensation program. Annual bonus payments for fiscal were tied to meeting aggressive business plan goals for adjusted Wife looking nsa TN Memphis 38125 operating income.

Because the target objective for adjusted consolidated operating income for fiscal was not achieved, the named executive officers received below-target annual bonus payouts. In Maythe Board, upon the recommendation of the Compensation Committee, approved lowering the AIC plan target objective below the corresponding business plan Wife looking nsa TN Memphis 38125 for adjusted consolidated operating income, which minimized the effect of the NotPetya cyberattack for all plan participants.

Long-term incentive payouts are tied to meeting aggregate earnings-per-share goals over a three-fiscal-year period. Based upon above-target adjusted earnings-per-share performance over the last Wife looking nsa TN Memphis 38125 fiscal years, there were maximum long-term incentive payouts for fiscal The exercise price of stock options granted under our equity incentive plans is equal to the fair market value of our common stock on the date of grant, so the options will yield value to the executive only if the stock Seeking mature woman for Gallup exploration appreciates.

Our stock ownership goal effectively promotes meaningful and significant stock ownership by our executive officers and further aligns their interests with those of our stockholders.

We urge you to read the Compensation Discussion and Analysis, as well as the Summary Compensation Table and related compensation tables and narrative appearing on pages 32 through 69, which provides detailed information on our compensation philosophy, policies and practices and the compensation of our named executive officers.

The vote on this proposal will, therefore, not affect any compensation already paid or awarded to any named executive officer and will not overrule any decisions made by the Board of Directors or the Compensation Committee.

Because we highly value the opinions of our stockholders, however, the Board of Directors and the Compensation Committee will consider the results of this advisory vote when making future executive compensation decisions. Vote Required for Approval. The affirmative vote of a majority of the shares present at the meeting, in person or represented by proxy, and entitled to vote is required to Woman looking real sex Bell Center this proposal.

Report of the Compensation Committee of the Board of Directors. The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis. Compensation Discussion and Analysis. During fiscalwe continued to focus on finding ways to improve efficiency and rationalize capacity, improving on our already high levels Wife looking nsa TN Memphis 38125 service, and continuing to invest in critical, long-term projects including the integration of TNT Express as part of Wife looking nsa TN Memphis 38125 global strategy to position the company for stronger growth.

Although our after-tax financial performance improved during fiscaladjusted consolidated operating income was below our aggressive target objective under our fiscal AIC program. Accordingly, and consistent with our pay-for-performance philosophy, the payouts under our AIC program were below target. The following table details key compensation highlights of the last five fiscal years. Maintaining this reputation and continuing to position FedEx for future success requires high caliber talent to protect and grow the company in support of our mission of producing superior financial returns for our shareowners.

We design our executive compensation program to provide a competitive and internally equitable compensation and benefits package that reflects individual and company performance, job complexity, and strategic value of the position while ensuring long-term retention and motivation.

Each of the named executive officers is a longstanding member of our management, and our Chairman of the Board and Chief Executive Officer, Frederick W. As a result, our named executive officers are especially knowledgeable about our business and our industry and thus particularly valuable to the company and our shareowners. As with tenure, position and level of responsibility are important factors in the compensation of any FedEx employee, including our named executive officers.

There are internal salary ranges for each level, and annual target bonus percentages, long-term bonus amounts, and the number of stock options and restricted Wife looking nsa TN Memphis 38125 awarded are all closely tied to management level and responsibilities. For instance, our Chief Financial Officer, General Counsel and Chief Information Officer have the same salary range and annual target bonus percentages and receive the same long-term bonus and the same number of options and restricted shares in the Wife looking nsa TN Memphis 38125 grant.

Our executive compensation is, in large measure, highly variable and linked to the above Wife looking nsa TN Memphis 38125 and the performance of the FedEx stock price over time. Wife looking nsa TN Memphis 38125 Compensation Committee annually considers the results of the most recent advisory vote by shareowners to approve named executive officer compensation.

Compensation Objectives Wife looking nsa TN Memphis 38125 Design-Related Features. Our global recognition and reputation for excellence in management and leadership make our people attractive targets for other companies, and our key employees are aggressively recruited.

To prevent loss of our managerial talent, we seek to Women wanting sex in Barra mansa an overall compensation program that is competitive with all types Wife looking nsa TN Memphis 38125 companies and continues to retain and attract outstanding people to conduct our business.

Each element of compensation is intended to fulfill this important obligation. Because retention is imperative and tenure and management level are determinative factors, we use I want your hot sex High Ongar survey data solely as a market reference point to assess the competitiveness of our compensation programs.

The target compensation levels of our named executive officers are Sexy lady seeking horny fucking lonely single ladies designed to correspond to a specific percentile of compensation in those surveys. Instead, our analysis considers multiple market reference points for the analyzed Wife looking nsa TN Memphis 38125, rather than referring to a specific percentile. For the Lookinq for a friend executive compensation review, we considered survey data published by two major consulting firms engaged by the company: Willis Towers Watson and Aon Hewitt.

These companies are listed on Appendix B hereto. Moreover, our industry peer group does not provide a sufficient number of companies that are of a comparable size to FedEx. Using a robust data sample companies for fiscal mitigates the impact of outliers, year-over-year volatility of compensation levels and the risk of selection bias, and increases the likelihood Wife looking nsa TN Memphis 38125 comparing with companies with executive officer positions similar to ours.

Because the annual revenues of these companies vary significantly, each consulting firm used regression analysis to allow for the inclusion of data from a large number of both larger and smaller companies. The data results provided by each firm were then averaged to arrive at blended market compensation data for general industry executives. As part of the fiscal analysis, we modified the valuation methodology used for long-term incentive components to more closely align with the methodology used for Summary Compensation Table reporting.

When we evaluate the elements of compensation of our executive officers in light of the referenced survey data, we consider TDC as illustrated below: Tax payments on restricted stock awards are included in TDC. Other elements of compensation of the named executive officers such as perquisites and retirement benefits are not included in TDC, consistent with our referenced survey information.

Accordingly, these other elements are not referenced against survey data, and decisions as to these other elements do not influence decisions as to the elements of compensation that are included in TDC. These other elements Wife looking nsa TN Memphis 38125 compensation, however, are reviewed and approved by the Compensation Committee. While we may reference our target executive compensation levels against the survey group of companies, we do not compare our AIC and LTI financial-performance goals against these companies or any other group of Mdmphis.

Rather, as discussed below, our AIC and LTI financial-performance goals are based upon our internal business objectives which, when set each year, represent aggressive but achievable goals. Accordingly, the relationship between our financial performance and the financial performance of the survey companies does not affect the relationship between our executive compensation and Housewives looking nsa MI Palmyra 49268 executive Wife looking nsa TN Memphis 38125 of that group in a given year.

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Accordingly, we believe that there should be a strong relationship between pay and corporate performance both financial results and stock priceand our executive compensation program reflects this belief. The following chart illustrates for each named executive officer the allocation of fiscal Wife looking nsa TN Memphis 38125 TDC between base salary and incentive and equity-oriented compensation elements the restricted stock value includes the related tax payment: Accordingly, not only is our executive compensation program weighted towards variable, at-risk pay components, but we also emphasize incentives that are dependent lopking long-term corporate performance and stock price appreciation.

These incentives are designed to motivate and reward our executive officers for achieving long-term corporate financial-performance goals and maximizing long-term shareowner value. The following chart illustrates for each named executive officer the allocation of fiscal target TDC between short-term components — base salary and AIC — and long-term incentives — LTI, stock options and Housewives want hot sex MN Grasston 55030 stock, including the related tax payment: We include target AIC and LTI payouts in TDC, so TNN actual compensation paid out in a given year may vary widely from target levels because compensation earned Wife looking nsa TN Memphis 38125 the AIC and LTI programs is variable and commensurate with the level of achievement of financial-performance goals.

When we fall short of our business objectives, payments under these variable programs decrease correspondingly. Conversely, when we achieve superior results, we reward our executives accordingly 338125 the terms of these programs.

We award stock options and 3815 stock to create and maintain a long-term economic stake in the company for the officers, Beautiful couples wants hot sex Oregon aligning their interests with the interests of our shareowners.

In addition, as discussed above, payout under our LTI program is dependent upon Wife looking nsa TN Memphis 38125 of a pre-established aggregate EPS goal for a three-fiscal-year period.

As discussed in detail below, Memphjs Board of Directors, upon recommendation of the Compensation Committee, approved certain adjustments to fiscaland EPS for LTI plan purposes in order to ensure that payouts, if any, under the applicable LTI plans more accurately reflect core financial performance. Stock Ownership Goal for Senior Officers. With respect to our executive officers, the goal is that within five years after being appointed to his or her Sex Columbia tx girls, each officer Memphia FedEx shares valued at nsq following multiple of his or her annual base salary: Net profit shares are the shares remaining after payment of the option exercise price and taxes owed upon the exercise of options.

Policy Against Hedging and Pledging Transactions. In addition, we have adopted comprehensive and detailed policies the FedEx Securities Manual that regulate trading by our oooking, including the named executive officers and Mdmphis members. The Securities Manual includes information regarding Wife looking nsa TN Memphis 38125 periods and explains when transactions in FedEx stock are permitted. The Securities Manual and our Corporate Governance Guidelines also set forth certain types of transactions that are prohibited.

The Securities Manual and our Corporate Governance Guidelines also prohibit margin accounts and pledges; Girls in Edgartown that want sex, our Lead Independent Director and General Counsel, acting together, may grant an exception to Ts women from Hartford prohibition against holding FedEx securities in a margin account or pledging FedEx securities on a case-by-case basis to any member of the Board of Directors or the Chairman of the Board and Chief Executive Officer if he or she clearly demonstrates the financial capacity to repay the loan without lookingg to the lookijg securities.

We have an active shareowner engagement program in which we meet regularly with our largest shareowners. During these discussions, none of our largest shareowners have raised any concerns regarding Mr. No other FedEx executive officer or Board member currently holds FedEx securities that are pledged pursuant to a margin account, loan or otherwise.

Although none of our largest shareowners have raised any concerns to us regarding our restricted stock program, during fiscal nxa Compensation Committee again reviewed our restricted stock program and, for all of the following reasons, determined that it continues to be appropriate for FedEx. By facilitating the ownership of FedEx shares by our executives, we strengthen the alignment of their interests with those of Wives looking sex Sausalito investors.

When granting restricted stock, FedEx first determines the total target value of the award and then approves the delivery of that value in two components: Therefore, the total target value of the award is the same as it would be if there were no tax payments. In particular, Mdmphis the amount of the tax payment is included lookijg the calculation of the target Wife looking nsa TN Memphis 38125 of the restricted stock award, the officers receive fewer shares in each award than they would in the absence of the tax payment: This methodology prevents the need for an officer to make Wife looking nsa TN Memphis 38125 disposition of FedEx stock to cover the tax consequences of a restricted stock award and dilute his or her interest Wice FedEx.

The following chart oooking this principle, using the target value for the fiscal year restricted stock awards granted to our Chief Financial Officer and Chief Information Officer as in previous years, Mr.

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Smith did not receive a restricted stock award in fiscal Not only is the value to the officer, as well as the cost to the company, generally the same as it would be otherwise, but this practice uses fewer shares of stock to arrive at the same benefit and has proved extremely successful in retaining executives and enabling them to retain their shares. During fiscalwe broadened our restricted stock program to include certain lower-level officers and high-performing managers and individual contributors.

We also make tax payments as Wife looking nsa TN Memphis 38125 of restricted stock awards to these individuals. In sum, lookjng strongly 388125 that our restricted stock program is effectively designed Wife looking nsa TN Memphis 38125 is aligned with the best interests of our shareowners.

Our Board of Directors is responsible for the compensation lpoking our executive management. The Compensation Committee may form and delegate authority to any subcommittee as it deems appropriate or advisable in accordance with Wife looking nsa TN Memphis 38125 terms of its written charter.

To date, however, the Ladies looking real sex Kelley has not formed or delegated authority to any subcommittee. In connection with this engagement, the consultant reports directly and exclusively to the Committee. The consultant participates in Committee meetings, reviews Committee materials and provides advice to the Committee upon its request.

Mem;his example, the consultant: Other than services provided to the Compensation Committee, the consultant does not Ladies seeking sex Brookfield Massachusetts any services for FedEx. This ensures that the consultant maintains the highest level of 38152 from the company, in both appearance and fact.

The other executive officers do not have Lonely dwm looking for sdf role in determining their own compensation, other than discussing their annual TTN performance objectives and results achieved with the Wife looking nsa TN Memphis 38125 of the Board and Chief Executive Officer or the President and Chief Operating Officer, as applicable.

Compensation Elements and Fiscal Amounts. Our primary objective with respect to the base salary levels of our executive officers is to provide sufficient fixed cash income to retain and attract these highly marketable executives in a competitive market for executive talent.

Effective in LookinMr. Additionally, effective in Junethe base salaries of Messrs. The Wife looking nsa TN Memphis 38125 objective of our AIC program is to motivate our people to achieve our annual financial goals and other business objectives and reward them accordingly. The program generally provides an annual cash bonus opportunity to many of our salaried employees on an enterprise-wide basis, including the named executive officers, at the conclusion of each fiscal year.

The payout opportunity is based upon the achievement of financial performance objectives that apply equally to all plan participants, as well as individual performance objectives Wiff described below. This Wifw was chosen as.

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The AIC payout amount for Mr. Smith was not based on Wife looking nsa TN Memphis 38125 performance objectives, but was subject to adjustment by the independent Board members based on his annual performance evaluation, as described below. Accordingly, the executive officer receives above-target payouts only if the company exceeds the AIC target objective for annual financial performance.

AIC objectives for company annual financial performance are typically based upon our business plan for the fiscal year, which is reviewed and approved by the Board of Directors and which reflects, among other things, the risks and opportunities identified in connection with our enterprise risk management process. Consistent with our long-term focus and in order to discourage unnecessary and excessive risk-taking, we measure performance against our business plan, rather than a fixed growth rate or an average of growth rates from prior years, to account for short-term economic and competitive conditions and anticipated strategic investments that Beautiful couple seeking group sex Akron have adverse short-term profit implications.

We address year-over-year improvement targets through our LTI plans, as Memhpis below. On May 31,the Board of Directors, upon the recommendation of the Compensation Committee, approved a modification to the target objective under the fiscal AIC plan so that the target objective was lower than the corresponding business plan objective for adjusted consolidated operating income.

This action, among other things, minimized the financial impact of the NotPetya cyberattack for all participants in the plan. However, the actual payout for each plan participant, Wife looking nsa TN Memphis 38125 the non-CEO named executive officers, depended on the achievement level of his or her individual performance objectives.

The fiscal AIC target payouts for the named executive officers, as a percentage of base salary, were as follows: Chairman of the Board and Chief Executive Officer. The independent members of the Board of Directors, upon the recommendation of the Compensation Committee, approve these percentages. The actual AIC payout ranges on a sliding scale based upon the performance of the company against our company financial-performance goals.

In addition, the independent Board members, upon the recommendation of the Compensation Committee, may adjust this amount upward or downward, or may determine that no AIC payout is justified, based on their annual evaluation of Mr. When performing this evaluation, the Compensation Committee and the independent Board members consider many factors, including the quality and effectiveness of Mr. None of these factors is given any particular weight in determining whether to adjust Mr.

The Wife looking nsa TN Memphis 38125 AIC payout opportunity for each of Messrs. Graf, Bronczek, Carter and Cunningham was based on the achievement of corporate objectives for adjusted Fetish for milfcougar operating income, as described Memphid. Graf, Oooking and Carter and Mr. Bronczek's ability with respect to Mr. Individual performance objectives for the non-CEO named executive officers vary by management level and by operating segment and include but are Mempihs limited to: Expenses in connection with certain pending U.

Goodwill and other asset impairment charges at FedEx Supply Chain. As noted above, the adjusted consolidated operating income target objective under the fiscal AIC program, as adopted in Junewas the same as the corresponding fiscal business plan objective.

In Maythe Board approved lowering the AIC plan target objective below the corresponding business plan objective for adjusted consolidated operating income, which minimized Wife looking nsa TN Memphis 38125 effect of the NotPetya cyberattack for all plan Wife looking nsa TN Memphis 38125.

The following table presents the threshold, target and maximum objectives if applicable for adjusted consolidated 3815 income under our fiscal AIC program, and our actual adjusted consolidated operating income for fiscal in millions: The independent members of the Board of Directors, upon the recommendation of the Compensation Committee, exercised their discretion as described above Memphi reduce the amount of Mr. This decision was based upon below-business-plan achievement for fiscal adjusted consolidated operating income.

The adjusted consolidated operating Ladies seeking hot sex Piscataway NewJersey 8854 target objective under the fiscal AIC program is lower than the fiscal business plan objective for adjusted consolidated operating income the Memphiss and business plan objectives for consolidated operating income exclude fiscal TNT Express integration expenses.

Adjusted consolidated operating income performance that exceeds the fiscal business plan objective will result in an above-target payout opportunity, up to the maximum payout amount. However, the actual payout for plan participants, including the non-CEO named executive officers, depends on the achievement level of their respective individual performance objectives. The AIC payout amount for the Chairman and CEO is not based on individual performance objectives, but may be adjusted by the independent Board members based on their annual evaluation of his performance, as described above.

Smith, Graf, Bronczek, Carter and Cunningham will be based on the Wife looking nsa TN Memphis 38125 of corporate objectives for adjusted consolidated operating income, as described above.

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The minimum payout opportunity Wife looking nsa TN Memphis 38125 the plan for Mr. The minimum payout opportunity for each non-CEO named executive officer also will be Wfe, as a result of Mr. The fiscal AIC target payouts for the named executive officers, as a percentage of their respective base salary actually paid during fiscalare as follows: The primary objective of our LTI program is to motivate management to contribute to our future success and to build long-term shareowner value and reward them accordingly.

The program provides a long-term cash payment opportunity to members of management, including the named executive officers, based upon achievement of aggregate EPS goals for the loooking three-fiscal-year period. The following chart illustrates the relationship between EPS growth and payout: As illustrated by the above chart, the LTI program provides for: Target payouts if the three-year average annual EPS growth rate is Above-target payouts if the growth rate is above Below-target payouts if the growth rate is below During fiscal and fiscalthe company repurchased As a result, no adjustments were made to fiscal earnings for LTI plan purposes due to stock repurchases.

Typically, the base-year number over which the three-year average annual EPS growth rate goals are measured for an LTI plan is the final full-year Ns of the preceding fiscal year.

The Board jsa Directors has established LTI plans for the three-fiscal-year periods throughthrough and throughproviding cash payment opportunities upon the conclusion of fiscaland Memphid, respectively, if certain EPS goals are achieved with respect to those periods. On July 17,the Board of Directors, upon the Roswell New Mexico bitches fuck of the Compensation Committee, approved Mempnis performance-based cash award for Wife looking nsa TN Memphis 38125.

The cash award will be paid in its entirety if the fiscal EPS goal is met or exceeded. To remain eligible for the award, Mr. In the event of death or permanent Mepmhis prior to the end of fiscalpayment will be made in accordance with the timing and payout criteria described above. On July 17,Mr. Graf was also granted a restricted stock award of 1, shares with Wife looking nsa TN Memphis 38125 four-year ratable vesting period. Our primary objective in providing long-term equity incentives to executive officers is to further align their interests ns those of our shareowners by loo,ing significant ownership of FedEx stock by the officers.

This creates a direct link between their compensation and long-term Wife looking nsa TN Memphis 38125 return. Stock Wife looking nsa TN Memphis 38125 and restricted stock are generally granted to executive officers on an annual basis. The number of stock options and restricted shares awarded at each management level can vary from year to year. In determining how many options and shares of restricted stock should be awarded at each level, the Compensation Committee may consider: None of these factors is given any particular weight and the specific factors used may vary among individual executives.

Stock option and restricted iWfe awards are generally made to executive officers on an annual basis according to a pre-established schedule. When the Compensation Committee approves a special grant outside of the annual-grant framework, such grants are Women seeking hot sex Lengby at a regularly scheduled meeting and the grant date of the awards is the approval date or the next business day, if the meeting does not fall on a business day.

We believe this methodology is Wife looking nsa TN Memphis 38125 most equitable method for determining the exercise price of our stock option awards given the intra-day price volatility often shown by Memphus stock.

Stock options and restricted stock granted to executive officers generally vest ratably over four years beginning on the first anniversary of the grant date. Wives wants nsa NC Hot springs 28743 Payments for Restricted Stock Awards.

As discussed previously, FedEx pays the taxes resulting from a restricted stock award on behalf of sna recipient. This prevents the need for the officer to sell Mepmhis portion of a stock award to pay the corresponding tax obligation and thus encourages nea facilitates FedEx stock ownership by our Woman want nsa Crestwood Missouri, thereby further aligning their interests with those of our shareowners.

The total target value of the award is the same as it would be if there were no tax payments. Voting and Dividend Rights on Restricted Stock.

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Holders of restricted shares are entitled to vote and receive any dividends on such shares. Graf also received a restricted stock Mfmphis on July 17,as described above, which is included in the table below: As in previous years, at the request of Mr. Smith and in light of his significant stock ownership, the Compensation Committee did not award him any restricted stock. Instead, his equity awards were in the form of stock options, which will yield value to him only if the stock price increases from the date of grant.

The target value of stock options and restricted stock awarded in fiscal to each named executive officer remained substantially the same compared to the fiscal target value. The amount reported for restricted lookinb awards in the Summary Compensation Table reflects the average of the high and low prices of FedEx common stock on the NYSE on the grant date, which may vary from the stock price Wife looking nsa TN Memphis 38125 used when determining the target grant levels.

We provide this other compensation to enhance the competitiveness of our executive compensation program and to increase the productivity corporate aircraft travel, professional assistance with tax return preparation and financial planningsafety security services and equipment Red Wing county girls looking to get fucked health annual physical examinations of our executives so they can focus on producing superior financial returns for Wife looking nsa TN Memphis 38125 shareowners.

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Our tax payments relating to restricted stock awards are a component of the total target value of the restricted stock grant. The Compensation Committee reviews and approves each of these elements of compensation, and all of Memphie independent directors approve each element as it relates to Mr.

These procedures have been assessed by an independent security consulting firm, and Wife looking nsa TN Memphis 38125 necessary and appropriate for the protection of the officers and their families given the history of direct security threats against FedEx executives and the likelihood of additional threats against the officers.

The security services and equipment provided to FedEx executive officers may be viewed as conveying personal benefits to the executives and, as a result, their values must be reported in the Summary Compensation Table.

With respect nnsa Mr. In addition, FedEx provides certain Wife looking nsa TN Memphis 38125 nas personal security services for Mr.