UPS Files 8-K: Director Changes & Compensation Updates

Ticker: UPS · Form: 8-K · Filed: 2024-05-06T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, executive-compensation, board-of-directors

Related Tickers: UPS

TL;DR

UPS 8-K dropped: board shakeup and pay plan changes filed May 6.

AI Summary

United Parcel Service, Inc. (UPS) filed an 8-K on May 6, 2024, reporting on several key events. These include the departure of a director, the election of new directors, and changes to executive compensation arrangements. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.

Why It Matters

This filing provides transparency into the governance and executive compensation structure of UPS, which can influence investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters and disclosures, with no immediate financial distress or significant operational risks indicated.

Key Players & Entities

FAQ

Who departed from the board of directors?

The filing indicates the departure of a director, but the specific name is not provided in the initial summary of the 8-K.

Were new directors elected?

Yes, the filing states that new directors were elected.

What other items are covered in the 8-K filing?

The filing also covers changes to compensatory arrangements of certain officers, submission of matters to a vote of security holders, and includes financial statements and exhibits.

What is the exact date of the report?

The report was filed on May 6, 2024.

What is the earliest event date reported?

The earliest event reported is May 2, 2024.

Filing Stats: 1,265 words · 5 min read · ~4 pages · Grade level 10.7 · Accepted 2024-05-06 17:15:01

Key Financial Figures

Filing Documents

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting of Shareholders on May 2, 2024. The following matters were submitted to a vote of the shareholders. Election of Directors: Votes regarding the election of 12 directors for a term expiring at the Company's 2025 annual meeting of shareholders, or until their earlier resignation, removal or retirement, were as follows: NAME FOR AGAINST ABSTAIN BROKER NON-VOTES Carol B. Tom 1,100,943,409 92,651,256 13,455,372 118,161,107 Rodney C. Adkins 1,080,010,278 113,313,118 13,726,641 118,161,107 Eva C. Boratto 1,122,128,263 71,264,679 13,657,095 118,161,107 Michael J. Burns 1,108,621,293 84,231,067 14,197,677 118,161,107 Wayne M. Hewett 1,125,856,127 67,122,458 14,071,452 118,161,107 Angela Hwang 1,125,495,511 68,020,894 13,533,632 118,161,107 Kate E. Johnson 1,024,297,470 157,523,906 25,228,661 118,161,107 William R. Johnson 980,295,595 211,282,523 15,471,919 118,161,107 Franck J. Moison 1,029,740,128 161,915,949 15,393,960 118,161,107 Christiana Smith Shi 1,107,781,267 85,007,624 14,261,146 118,161,107 Russell Stokes 1,027,006,671 163,070,544 16,972,822 118,161,107 Kevin M. Warsh 1,027,635,391 163,982,306 15,432,340 118,161,107 Under the Company's Bylaws, each of the director nominees was elected. Approval, on an Advisory Basis, of Named Executive Officer Compensation: Votes regarding the approval, on an advisory basis, of the compensation of the Company's named executive officers were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 1,051,455,683 119,179,037 36,415,317 118,161,107 The proposal passed. Ratification of Accountants: Votes regarding the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 were as follows: FOR AGAINST ABSTAIN 1,267,812,792 48,400,416 8,997,936 The proposal passed. Shareowner Proposals: Votes on a shareowner prop

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A press release issued by the Company on May 6, 2024 announcing Mr. Newman's departure from the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein to this Item 7.01 by reference. The information under this Item 7.01, including the referenced press release, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press release issued May 6, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED PARCEL SERVICE, INC. Date: May 6, 2024 By: /s/ Norman M. Brothers, Jr. Name: Norman M. Brothers, Jr. Title: Executive Vice President, Chief Legal and Compliance Officer

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