8-KShareholder Matters

UNITED PARCEL SERVICE INC 8-K Report, Shareholder Vote Results (May 8, 2017)

Filed May 8, 2017For Securities:UPS

Summary

This 8-K filing from United Parcel Service, Inc. (UPS) reports the results of their annual meeting of shareowners held on May 4, 2017. The key takeaways for investors revolve around the overwhelming shareholder support for the company's board of directors and the ratification of its independent auditor. All 12 nominated directors were re-elected with significant margins, indicating strong confidence in the current leadership. Additionally, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2017 received widespread approval. The filing also details the outcomes of "Say on Pay" and "Say When on Pay" votes, both of which passed, with shareholders overwhelmingly agreeing to hold advisory votes on executive compensation every three years. Several shareowner proposals, including those related to lobbying activities, voting power of Class A stock, and specific ethical principles, were presented but did not receive majority support, indicating that the majority of shareowners sided with the company's recommendations on these matters.

Key Highlights

  • 1All 12 nominated directors were re-elected with a substantial majority of votes, demonstrating strong shareholder confidence in the company's leadership and governance.
  • 2Shareholders overwhelmingly approved the "Say on Pay" proposal, with over 1.48 billion votes in favor of the advisory resolution on executive compensation.
  • 3The company's shareholders decided, by advisory vote, to hold future advisory votes on executive compensation "Say When on Pay" on a triennial (three-year) basis.
  • 4The appointment of Deloitte & Touche LLP as UPS's independent registered public accounting firm for the fiscal year ending December 31, 2017, was ratified by a significant margin.
  • 5Several shareowner proposals, including those concerning lobbying activities, Class A stock voting power, and specific ethical principles, were voted down by a considerable majority of shareholders.
  • 6The high number of broker non-votes (over 117 million across all proposals) suggests a significant portion of shares held in "street name" did not have voting instructions from beneficial owners on specific matters.

Frequently Asked Questions

All 12 nominated directors were re-elected for terms expiring in 2018. Each director received significantly more 'for' votes than 'against' votes, indicating strong shareholder approval of the current board.

Shareholders approved, on an advisory basis, the executive compensation. The proposal received approximately 1.49 billion 'for' votes, compared to about 138.5 million 'against' votes.

Shareholders voted to hold future advisory votes on executive compensation every three years (triennially). This received strong support, with over 1.02 billion votes in favor of a three-year frequency.

Yes, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2017, was approved by shareholders with a substantial majority of over 1.74 billion 'for' votes.

No, none of the shareowner proposals presented at the meeting passed. These proposals addressed issues such as lobbying activities, voting power of Class A stock, and adopting specific ethical principles, all of which were rejected by a majority of the shareholders.