UNITED PARCEL SERVICE INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnMay 4, 2022 , theCompensation and Human Capital Committee of the Board of Directors (the "Committee") ofUnited Parcel Service, Inc. (the "Company") approved theUnited Parcel Service, Inc. Key Employee Severance Plan (the "Plan"). The following description of the Plan relates only to our principal executive officer, principal financial officer, and other currently employed named executive officers (collectively, the "NEOs"), each of whom is eligible to participate in the Plan, and is qualified in its entirety by reference to the Plan, which is incorporated herein by reference to Exhibit 10.1 to this Current Report on Form 8-K. Capitalized terms used but not defined in this description have the meanings in the Plan. In general, the Plan will be administered by the Committee. The Plan provides for severance compensation and benefits upon certain terminations of employment of key employees of the Company, including the NEOs. The severance protections under the Plan replace cash severance benefits (if any) to which an NEO would have otherwise been entitled under their protective covenant agreements as previously disclosed. The Plan in general provides that if the Company terminates the employment of an NEO other than due to "Cause," "Disability Termination," or death (a "Qualifying Termination"), the Company will pay: •an amount in cash equal to a pro-rata portion of the NEO's annual performance incentive award under our Management Incentive Program ("MIP Performance Award") that would have been earned for the year of termination, based on actual performance for the full performance period, with the pro-rata portion calculated based on the number of months during which the NEO was employed by the Company during the applicable year;
•an amount in cash equal to one times (or, for the CEO, two times) the sum of the NEO's annual base salary plus the NEO's target MIP Performance Award in effect as of the termination date;
•if the NEO timely and properly elects continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), payment of the
portion of the NEO's monthly COBRA premium for the NEO and the NEO's dependents
that exceeds the premiums paid by the NEO for such coverage immediately prior to
termination for up to 18 months following termination, or, in certain
circumstances, an equivalent benefit (subject to certain tax-based limitations);
and
•reasonable career counseling services up to
In addition, with respect to restricted performance units ("RPUs") granted under
the Company's Management Incentive Program ("MIP") or the Company's Long-Term
Incentive Performance Program ("LTIP"), in each case granted on or after the
effective date of the Plan, an NEO who experiences a Qualifying Termination will
generally be entitled to the same treatment that would apply in the event of
"retirement" under the terms of such awards. Under the terms of the most
recently granted awards, in the event of "retirement," a grantee is entitled to
(1) full vesting for MIP RPUs, and (2) if the "retirement" occurs at least six
months after the grant date, pro-rata vesting (based on actual performance for
the full performance period) for LTIP RPUs. With respect to stock options
granted to an NEO on or after the effective date of the Plan, such stock options
(to the extent vested as of the date of the Qualifying Termination) will remain
exercisable until the earlier of the first anniversary of the termination date
and the original expiration date of the stock options.
As a condition to receiving the severance compensation and benefits described
above, a participant will be generally required to timely sign and not revoke a
customary release of claims in favor of the Company and its affiliates and
comply with the terms of the Plan, including customary confidentiality,
non-competition, and non-solicitation provisions. The Plan may be amended or
terminated at any time by the Committee.
--------------------------------------------------------------------------------Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company's Annual Meeting of Shareholders held on
Election of Directors:
Votes regarding the election of 13 directors for a term expiring at the Company's 2023 annual meeting of shareholders, or until their earlier resignation, removal or retirement, were as follows:
NAME FOR AGAINST ABSTAIN BROKER NON-VOTES Carol B Tomé 1,287,006,926 32,554,989 6,263,128 108,263,053 Rodney C. Adkins 1,227,107,080 84,129,401 14,588,562 108,263,053 Eva C. Boratto 1,275,975,932 38,708,043 11,141,068 108,263,053 Michael J. Burns 1,261,687,642 52,441,036 11,696,365 108,263,053 Wayne M. Hewett 1,275,872,904 38,787,470 11,164,669 108,263,053 Angela Hwang 1,274,850,022 40,373,756 10,601,265 108,263,053 Kate E. Johnson 1,276,589,797 38,692,703 10,542,543 108,263,053 William R. Johnson 1,256,175,259 58,147,034 11,502,750 108,263,053 Ann M. Livermore 1,239,699,512 73,356,027 12,769,504 108,263,053 Franck J. Moison 1,277,916,159 35,521,499 12,387,385 108,263,053 Christiana Smith Shi 1,272,868,016 41,732,403 11,224,624 108,263,053 Russell Stokes 1,276,854,485 37,501,192 11,469,366 108,263,053 Kevin M. Warsh 1,274,538,398 40,337,103 10,949,542 108,263,053
Under the Company's Bylaws, each of the director nominees was elected.
Approval of an Advisory Resolution on Named Executive Officer Compensation:
Votes regarding the approval, on an advisory basis, of the compensation of the Company's named executive officers were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
1,217,704,491 87,312,193 20,808,359 108,263,053
The proposal passed.
Ratification of Accountants:
Votes regarding the ratification of the appointment of Deloitte & Touche LLP as
the Company's independent registered public accounting firm for the year ending
December 31, 2022 were as follows:
FOR AGAINST ABSTAIN
1,380,869,445 47,334,447 5,884,204
The proposal passed.
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Shareowner Proposals:
Votes on a shareowner proposal requesting the Board prepare an annual report on lobbying activities were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
387,300,075 923,245,560 15,279,408 108,263,053
The proposal did not pass.
Votes on a shareowner proposal requesting the Board prepare a report on the
alignment of lobbying activities with the Paris Climate Agreement were as
follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
432,987,745 869,820,738 23,016,560 108,263,053
The proposal did not pass.
Votes on a shareowner proposal to reduce the voting power of
FOR AGAINST ABSTAIN BROKER NON-VOTES
430,772,738 886,650,970 8,401,335 108,263,053
The proposal did not pass.
Votes on a shareowner proposal requesting the Company adopt independently
verified science-based greenhouse gas emissions reduction targets were as
follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
364,645,145 936,790,550 23,389,348 108,263,053
The proposal did not pass.
Votes on a shareowner proposal requesting the Board prepare a report on balancing climate measures and financial returns were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
129,029,759 1,170,300,905 26,494,379 108,263,053
The proposal did not pass.
Votes on a shareowner proposal requesting the Board prepare an annual report on diversity and inclusion efforts were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
480,040,306 825,293,692 20,491,045 108,263,053
The proposal did not pass.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1United Parcel Service, Inc. Key Employee Severance Plan 104 The cover page from this Current Report on Form
8-K, formatted in Inline XBRL
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