Summary
United Parcel Service, Inc. (UPS) filed an 8-K report on May 6, 2013, detailing the outcomes of its annual shareowner meeting held on May 2, 2013. The primary focus of the filing is the voting results on key corporate governance matters. All incumbent directors seeking re-election were overwhelmingly approved, indicating strong shareowner confidence in the current board leadership. Additionally, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2013, was overwhelmingly ratified.
Key Highlights
- 1All 12 incumbent directors were re-elected with a significant majority of votes cast in their favor, reflecting strong shareowner support.
- 2The appointment of Deloitte & Touche LLP as UPS's independent registered public accounting firm for the fiscal year ending December 31, 2013, was ratified with substantial shareowner approval.
- 3A shareowner proposal requesting disclosure of lobbying activities failed to pass, receiving a majority of votes against it.
- 4Another shareowner proposal seeking to reduce the voting power of Class A stock from ten votes per share to one vote per share also failed to pass, with a significant majority voting against it.
- 5The filing indicates a high level of shareowner participation, with a substantial number of broker non-votes across various proposals, particularly on the shareowner proposals.
- 6The election of directors and the ratification of the accounting firm saw very high 'For' votes, in the range of 1.9 to 2.08 billion votes.
- 7The board's decisions and the company's auditor appointment remain firmly under shareowner endorsement.
Frequently Asked Questions
Yes, all 12 directors proposed for election were re-elected. Each director received a substantially higher number of 'For' votes compared to 'Against' votes, indicating strong shareowner confidence in the current board.
Yes, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2013, was overwhelmingly ratified by shareowners. The proposal received over 2 billion 'For' votes.
No, neither of the two shareowner proposals presented at the meeting passed. A proposal on lobbying disclosure and a proposal to reduce the voting power of Class A stock both failed to gain majority approval from shareowners.
Broker non-votes occur when a broker holding shares in 'street name' for a client does not have discretionary authority to vote on a particular proposal and has not received voting instructions from the client. The significant number of broker non-votes, particularly on the shareowner proposals, suggests that while the directors and auditor had strong support, these specific shareowner initiatives did not garner widespread direction from beneficial owners, or that brokers were restricted from voting on them.