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UNITED PARCEL SERVICE INC 8-K Report, Bylaw Amendment (May 9, 2023)

Filed May 9, 2023For Securities:UPS

Summary

United Parcel Service, Inc. (UPS) filed an 8-K on May 8, 2023, reporting on corporate governance changes and the outcomes of its Annual Meeting of Shareholders held on May 4, 2023. The Board of Directors approved amendments to the company's Bylaws, effective immediately, to align with recent changes in Delaware corporate law, update proxy solicitation and director nomination requirements (including compliance with Rule 14a-19), and introduce a requirement for non-white proxy card colors in solicitations. These changes aim to enhance corporate governance and shareholder engagement practices. The Annual Meeting saw the overwhelming re-election of all 12 director nominees, with substantial support from shareholders. Advisory votes on executive compensation were also approved, with shareholders favoring an annual vote frequency. Additionally, the appointment of Deloitte & Touche LLP as the independent auditor for 2023 was ratified. Notably, several shareholder proposals concerning topics like declassifying stock voting power, climate change targets, executive compensation integration, 'Just Transition' principles, reproductive rights, and diversity, equity, and inclusion initiatives did not pass.

Key Highlights

  • 1UPS Board of Directors approved amendments to the company's Bylaws, effective May 4, 2023, to update corporate governance and shareholder communication protocols.
  • 2Bylaw amendments include modifications related to shareholder list availability, director nomination and proxy solicitation requirements (aligning with Rule 14a-19), and a requirement for non-white proxy card colors.
  • 3All 12 director nominees were overwhelmingly elected at the Annual Meeting of Shareholders held on May 4, 2023.
  • 4Shareholders approved, on an advisory basis, the compensation of named executive officers.
  • 5Shareholders voted in favor of holding advisory votes on executive compensation on a 'one year' frequency.
  • 6Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2023.
  • 7All shareholder proposals presented at the meeting, covering areas such as stock voting power, climate initiatives, and DEI policies, failed to gain majority support.

Frequently Asked Questions

The Bylaws were amended to reflect recent changes in Delaware law regarding shareholder lists, update requirements for director nominations and proxy solicitations (including compliance with SEC Rule 14a-19), and mandate the use of non-white proxy card colors for shareholder solicitations. These are primarily procedural and governance-related updates.

Shareholders provided overwhelming support for all 12 director nominees, with 'FOR' votes significantly outnumbering 'AGAINST' votes and abstentions for each nominee. This indicates strong confidence in the current board composition.

The advisory vote on the compensation of UPS's named executive officers was approved by shareholders. Furthermore, shareholders expressed a preference for holding these advisory votes on an annual basis ('one year' frequency).

No, all shareholder proposals presented at the meeting, which covered a range of topics including stock voting power, climate change targets, executive compensation linkage to ESG, and diversity and inclusion policies, did not receive majority approval from shareholders.