Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2018


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United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
 

 
 
 
 
 
 
Delaware
 
001-15451
 
58-2480149
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
55 Glenlake Parkway, N.E., Atlanta, Georgia
 
30328
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (404) 828-6000
Not Applicable
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act.o





Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 10, 2018, United Parcel Service, Inc. held its annual meeting of shareowners. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934 and are described in detail in the Company’s definitive proxy statement that was filed with the Securities and Exchange Commission on Schedule 14A. The following matters were submitted to a vote of the shareowners.

Election of Directors:

Votes regarding the election of 13 directors for a term expiring in 2019 were as follows:

NAME
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
David P. Abney
 
1,539,065,656

 
99,738,621

 
37,226,685

 
123,756,588

Rodney C. Adkins
 
1,499,422,563

 
136,157,025

 
40,451,374

 
123,756,588

Michael J. Burns
 
1,577,590,412

 
58,181,600

 
40,258,950

 
123,756,588

William R. Johnson
 
1,532,288,181

 
101,947,088

 
41,795,693

 
123,756,588

Candace Kendle
 
1,578,931,558

 
59,244,970

 
37,854,434

 
123,756,588

Ann M. Livermore
 
1,555,872,058

 
79,476,699

 
40,682,235

 
123,756,588

Rudy H.P. Markham
 
1,580,948,941

 
55,562,626

 
39,519,395

 
123,756,588

Franck J. Moison
 
1,573,570,138

 
60,207,040

 
42,253,784

 
123,756,588

Clark T. Randt Jr.
 
1,558,372,129

 
76,260,020

 
41,398,813

 
123,756,588

Christiana Smith Shi
 
1,578,135,551

 
57,071,168

 
40,824,243

 
123,756,588

John T. Stankey
 
1,572,925,766

 
60,814,290

 
42,290,906

 
123,756,588

Carol B. Tomé
 
1,570,778,052

 
67,777,708

 
37,475,202

 
123,756,588

Kevin M. Warsh
 
1,573,279,782

 
61,500,933

 
41,250,247

 
123,756,588


Under our Bylaws, each of the directors was elected, having received more votes “for” than “against.”
Ratification of 2018 Omnibus Incentive Compensation Plan
Votes on a proposal to approve the 2018 Omnibus Incentive Compensation Plan including the reservation of 26,000,000 shares available for issuance thereunder were as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON- VOTES
1,490,480,613
 
120,697,687
 
64,852,662
 
123,756,588
The proposal passed.
Ratification of Accountants:
Votes regarding the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2018 were as follows:
FOR
 
AGAINST
 
ABSTAIN
1,732,887,446
 
51,169,094
 
15,731,010
The proposal passed.











Shareowner Proposals:
Votes on a shareowner proposal to prepare an annual report on lobbying activities were as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON- VOTES
315,706,788
 
1,299,432,500
 
60,891,674
 
123,756,588
The proposal did not pass.

Votes on a shareowner proposal to reduce the voting power of class A stock from 10 votes per share to one vote per share were as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON- VOTES
464,908,312
 
1,162,623,664
 
48,498,986
 
123,756,588

The proposal did not pass.
Votes on a shareowner proposal to integrate sustainability metrics into executive compensation were as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON- VOTES
213,782,590
 
1,391,280,194
 
70,968,178
 
123,756,588

The proposal did not pass.




 







Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
 
 
 
 
 
 
UNITED PARCEL SERVICE, INC.
Date:
May 14, 2018
 
 
 
By:
 
/S/    NORMAN M. BROTHERS, JR.
 
 
 
 
 
 
 
Norman M. Brothers, Jr.
 
 
 
 
 
 
 
Senior Vice President, General Counsel and Corporate Secretary