8-KCorporate ChangesExhibits & Filings

UNITED PARCEL SERVICE INC 8-K Report, Bylaw Amendment (Nov 12, 2008)

Filed November 12, 2008For Securities:UPS

Summary

United Parcel Service, Inc. (UPS) filed an 8-K on November 11, 2008, detailing amendments to its By-laws, approved by the Board of Directors on November 6, 2008. The primary focus of these amendments is to enhance the advance notice provisions for stockholders wishing to nominate directors or propose business at shareholder meetings. These changes are designed to provide greater clarity and align with recent developments in Delaware law. The updated By-laws require more comprehensive disclosure from stockholders submitting nominations or proposals, including detailed information about the nominees and the proposed business, as well as disclosures related to the stockholder's ownership and interests in UPS securities. These enhanced provisions will become effective at the time of the Company's 2009 annual meeting of shareowners, scheduled for May 7, 2009. Other minor, non-substantive changes were also made for consistency and clarity.

Key Highlights

  • 1UPS Board of Directors approved amendments to the Company's By-laws on November 6, 2008.
  • 2The amendments primarily enhance the advance notice provisions for stockholder nominations and business proposals.
  • 3New provisions aim to ensure clarity and comply with recent Delaware law developments.
  • 4Stockholders must provide more extensive disclosures regarding nominees and proposed business.
  • 5Required disclosures include information on nominees' qualifications, the nature of proposed business, and the stockholder's interest in UPS securities.
  • 6These enhanced By-law provisions will take effect at the 2009 annual meeting on May 7, 2009.
  • 7Minor, non-substantive updates were made for consistency with the Company's Certificate of Incorporation and Delaware law.

Frequently Asked Questions

The main purpose of the By-laws amendment is to strengthen and clarify the advance notice requirements for stockholders who wish to nominate directors or bring business proposals before shareholder meetings. This aims to ensure a more orderly and transparent process.

The enhanced advance notice provisions will become effective at UPS's 2009 annual meeting of shareowners, which is scheduled for May 7, 2009.

Stockholders must provide more comprehensive disclosures, including detailed information about each proposed nominee (as required by SEC proxy rules), a description of the proposed business and its alignment with Delaware law, the stockholder's and beneficial owner's names and addresses, details of their holdings and interests in UPS securities (including derivative positions), and a statement about their intent to deliver a proxy statement.

The filing mentions other non-substantive changes to clarify or update certain provisions to ensure consistency with the Company's Certificate of Incorporation and Delaware law, and to make the language gender-neutral. These were effective immediately upon Board approval on November 6, 2008.