This excerpt taken from the FDX 10-Q filed Mar 18, 2005.
Poison Pill Policy
As part of its annual review of our Corporate Governance Guidelines, our Board of Directors adopted a shareholder rights plan ("poison pill") policy on March 14, 2005. Under the terms of the policy, the Board must obtain stockholder approval prior to adopting a poison pill unless the Board, including a majority of the independent members of the Board, in the exercise of its fiduciary responsibilities, determines that, under the circumstances then existing, it would be in the best interests of FedEx and its stockholders to adopt a poison pill without prior stockholder approval. If a poison pill is adopted by the Board without prior stockholder approval, the poison pill must provide that it will expire within one year of adoption unless ratified by stockholders.
The poison pill policy has been incorporated into FedEx's Corporate Governance Guidelines, which are available in the corporate governance section of the Investor Relations page of our Web site at http://www.fedex.com/us/investorrelations. The information on our Web site, however, does not form part of this Report.