UNITED PARCEL SERVICE INC

(UPS)
  Report
Delayed Nyse  -  05/19 04:03:15 pm EDT
167.39 USD   -2.81%
05:01aFullcast Holdings Ups Interim Dividend as Q1 Profit Rises 64% on Public Project Acquisitions
MT
05/18Packaging Corp of America Ups Quarterly Dividend to $1.25/Share From $1/Share, Payable July 15 to Shareholders of Record on June 15
MT
05/18Shoe Carnival Posts Lower Q1 Results, Ups 2022 Earnings Outlook; Shares Fall
MT
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

UNITED PARCEL SERVICE INC : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/10/2022 | 06:04am EDT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On May 4, 2022, the Compensation and Human Capital Committee of the Board of
Directors (the "Committee") of United Parcel Service, Inc. (the "Company")
approved the United 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 $30,000.


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 May 5, 2022, the following matters were submitted to a vote of the shareholders.

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.


--------------------------------------------------------------------------------

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 UPS class A stock from 10 votes per share to one vote per share were as follows:

      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.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number                                                   Description

10.1                      United Parcel Service, Inc. Key Employee Severance Plan
104                     The cover page from this Current Report on Form

8-K, formatted in Inline XBRL

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about UNITED PARCEL SERVICE INC
05:01aFullcast Holdings Ups Interim Dividend as Q1 Profit Rises 64% on Public Project Acquisi..
MT
05/18Packaging Corp of America Ups Quarterly Dividend to $1.25/Share From $1/Share, Payable ..
MT
05/18Shoe Carnival Posts Lower Q1 Results, Ups 2022 Earnings Outlook; Shares Fall
MT
05/18Premier Foods Logs Lower FY22 Profit, Revenue, Ups Final Dividend
MT
05/18Premier Foods Logs Lower FY22 Profit, Dividend, Ups Final Dividend
MT
05/17REE Automotive to hold customer tests of electric van in Detroit
RE
05/17Lulu's Fashion Lounge Swings to Q1 Profit As Revenue Jumps, Ups Guidance -- Stock Rises..
MT
05/17Leggett & Platt Ups Quarterly Dividend 4.8% to $0.44 Per Share; Payable on July 15 to S..
MT
05/17Caixabank ups profitability target, unveils $1.9 billion share buy-back
RE
05/17Credit Suisse Group rating downgraded by S&P
RE
More news
Analyst Recommendations on UNITED PARCEL SERVICE INC
More recommendations