8-KShareholder MattersCorporate ChangesExhibits & Filings

UNITED PARCEL SERVICE INC 8-K Report, Bylaw Amendment (May 12, 2010)

Filed May 12, 2010For Securities:UPS

Summary

United Parcel Service, Inc. (UPS) filed an 8-K on May 11, 2010, reporting on key corporate governance changes and shareholder voting outcomes from its annual meeting on May 6, 2010. The most significant development is the amendment to the company's Bylaws to adopt a majority voting standard for uncontested director elections. This change, approved by the Board of Directors, will require director nominees to receive a majority of the votes cast in uncontested elections, enhancing shareholder influence. Shareholder votes also overwhelmingly ratified the appointment of Deloitte & Touche LLP as the independent registered public accountants for fiscal year 2010, indicating strong confidence in their oversight. Additionally, the filing details the voting results for the election of ten directors, all of whom received substantial support, as well as the vote to remove the voting standard from the certificate of incorporation to enable the board's adoption of majority voting. These actions reflect UPS's commitment to evolving corporate governance practices.

Key Highlights

  • 1UPS amended its Bylaws to implement a majority voting standard for uncontested director elections, effective May 6, 2010.
  • 2The company's annual meeting of shareholders took place on May 6, 2010.
  • 3Shareholders overwhelmingly ratified the appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2010.
  • 4Ten directors were elected for terms expiring in 2011, with all nominees receiving significant 'FOR' votes.
  • 5A proposal to remove the voting standard from the certificate of incorporation to facilitate majority voting passed with substantial shareholder approval.
  • 6The filing includes exhibits detailing the Amended and Restated Bylaws and the Restated Certificate of Incorporation.

Frequently Asked Questions

The most significant corporate governance change is the amendment and restatement of UPS's Bylaws to adopt a majority voting standard for uncontested director elections. This means that director nominees will need to receive more 'FOR' votes than 'AGAINST' votes in uncontested elections to be elected.

All ten director nominees up for election at the May 6, 2010 annual meeting received a very high number of 'FOR' votes, significantly exceeding 'WITHHELD' votes, indicating strong shareholder support for the current board.

Shareholders overwhelmingly voted to ratify the appointment of Deloitte & Touche LLP as UPS's independent registered public accountants for the fiscal year ending December 31, 2010, demonstrating confidence in the firm's auditing services.

This proposal was necessary to enable the Board of Directors to implement the majority voting standard in uncontested director elections. By removing the previous standard, the board could then adopt the new majority voting rules through the Amended Bylaws.