U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
FEDEX CORPORATION
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2. Name of the person relying on exemption:
AMALGAMATED BANK LONGVIEW FUNDS
_______________________________________________________________________________
3. Address of the person relying on exemption:
275 SEVENTH AVENUE, NEW YORK, NY 10001
_______________________________________________________________________________
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a6(g)(1):
(AMALGAMATED BANK LOGO) (MEMBER FDIC LOGO)
PRESS RELEASE
FOR IMMEDIATE RELEASE Contact: Taylor Maxwell, 646-200-5330
September 9, 2013 taylor.maxwell@berlinrosen.com
LEADING PROXY ADVISORY FIRM ISS BACKS PROPOSAL TO PREVENT INSIDERS' MISUSE OF
FEDEX STOCK
Vote Set for September 23 FedEx Shareholder Meeting in Memphis;
FedEx Among Most Exposed Companies to Margin Call Risk
New York, NY- Influential proxy advisory firm Institutional Shareholder Services
(ISS) has announced its support for Amalgamated Bank's LongView Funds'
shareholder proposal asking FedEx Corporation (NYSE: FDX) to prohibit company
insiders from hedging or pledging company stock obtained through future grants
of stock options and share awards as collateral for personal loans or margin
accounts. The proposal is designed to discourage senior executives from using
company stock in ways that could create risks of conflicts of interest and
share price volatility that would be harmful to investors. A vote on the
proposal (#8) will take place at the company's annual shareholder meeting on
September 23 in Memphis, Tennessee.
"Investors want executives to have skin in the game, but not at the risk of
creating volatility with their ownership stake," said Scott Zdrazil, Director
of Corporate Governance at Amalgamated Bank. "Speculating with company stock by
pledging shares to undisclosed personal financial arrangements can create
conflicts of interest between an insider and outside shareholders."
The Wall Street Journal called FedEx Corporation's Chair and Chief Executive
Frederick W. Smith "The Most Exposed" executive or director for companies
reporting insiders who have pledged company stock ("Margin Call: The Most
Exposed," http://blogs.wsj.com/cfo/2012/05/15/margin-call-the-most-exposed/).
mith has over $500 million of FedEx shares tied up in personal financial
arrangements. The company's 2013 proxy statement reports that Smith had
pledged 4,344,000 shares to personal margin accounts or as collateral for
loans, as the Wall Street Journal reported, and an additional 399,000 pledged
shares at a family trust.
Pledging company stock creates risk for shareholders. Corporate insiders use
margin accounts to pledge shares as collateral in order to borrow additional
money from a bank for an outside investment. When executives pledge shares as
collateral for loans or margin accounts, a financial institution can call in
the pledged shares if the value of the shares violates the terms of the loan.
For example, if a declining share price prompts a violation of the terms of a
personal loan or margin, a resulting collateral call or "margin call" can
force the insider to suddenly dump a significant number of shares on the
market, which could further depress the share price. Moreover, executives
might face conflicts of interest when the terms of pledging- which are not
disclosed to shareholders- force a sudden fire sale. In such a situation, an
executive could make business decisions aimed at protecting his or her
personal interests above those of the company.
"Investors need executives to fully align their interests in the company's
long-term success with those of shareholders," added Zdrazil. "It is simply
prudent risk management for FedEx to prohibit insiders from speculating with
FedEx stock."
ISS, in its recommendation that investors vote for the proposal, writes that
"Most investors believe that pledging a significant amount of company stock
as collateral for a loan (e.g., a margin loan) may have detrimental impact on
shareholders if there is a forced sale of company stock to meet the margin
call or other collateral requirement. The forced sale of significant company
stock
may have an additional depressive effect on the company's stock price,
which will directly hurt investors' holdings at the company, and indicates
poor of board stewardship [sic] . . . a prohibition on pledging, without
exception, could ensure that shareholders are protected from the unintended
consequences of pledging on the company's stock price in the future."
The risks inherent in margin calls were dramatically demonstrated in October
2008, when margin calls forced Chesapeake Energy Chair and CEO Aubrey
McClendon to sell nearly all of his 5 percent stake in the company, amid share
price volatility. By comparison, FedEx's Smith holds 6.7 percent of FedEx's
company shares, of which he has pledged about a quarter, or 24 percent, for
personal financial arrangements. Amalgamated Bank pioneered the first
shareholder resolution addressing hedging and pledging by filing a proposal
at Chesapeake Energy's 2009 shareholder meeting. Chesapeake has subsequently
adopted a full prohibition on all speculative transactions by insiders in
company stock, including hedging and pledging.
Amalgamated Bank's LongView Funds hold 67,408 shares of FedEx Corporation.
About Amalgamated Bank
various institutional investors, primarily employee benefit funds. The Bank
works to enhance shareholder value through corporate governance reforms at
portfolio companies and is a founding signatory to the United Nations
Principles for Responsible Investment. Visit www.amalgamatedbank.com.