SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2020
United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
|(State or other Jurisdiction|
|(Commission File Number)||(IRS Employer|
|55 Glenlake Parkway N.E.,|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code (404) 828-6000
(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):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol||Name of Each Exchange on Which Registered|
|Class B common stock, par value $0.01 per share||UPS||New York Stock Exchange|
|Floating-Rate Senior Notes Due 2020||UPS20A||New York Stock Exchange|
|1.625% Senior Notes Due 2025||UPS25||New York Stock Exchange|
|1% Senior Notes due 2028||UPS28||New York Stock Exchange|
|0.375% Senior Notes due 2023||UPS23A||New York Stock Exchange|
|1.500% Senior Notes due 2032||UPS32||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined by 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. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 13, 2020, the Board of Directors (the “Board”) of United Parcel Service, Inc. (“UPS”), upon recommendation of the Board’s Nominating and Corporate Governance Committee, increased the size of the Board to thirteen members and elected Angela Hwang to the Board. The Board also appointed Ms. Hwang to the Audit Committee of the Board.
Ms. Hwang will receive compensation as a non-employee director in accordance with UPS’s director compensation practices described in its 2020 Proxy Statement, filed with the Securities and Exchange Commission on March 20, 2020. Other than this standard compensation arrangement, there are no arrangements or understandings between Ms. Hwang and any other person pursuant to which Ms. Hwang was selected as a director.
Ms. Hwang is not a party to any transaction with UPS that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01 - Regulation FD Disclosure.
The press release issued on July 13, 2020 announcing Ms. Hwang's election to the Board is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 - Financial Statements and Exhibits.
The information in Items 7.01 and 9.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of UPS under the Securities Act of 1933, as amended, regardless of any general incorporation language in those filings.
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: ||July 13, 2020||By:|
/s/ NORMAN M. BROTHERS, JR.
|Norman M. Brothers, Jr. |
|Senior Vice President, General Counsel and Corporate Secretary|
For Immediate Release
|Contact:||UPS Media Relations|
UPS NAMES ANGELA HWANG TO BOARD OF DIRECTORS
ATLANTA, July 13, 2020 – UPS (NYSE:UPS) today announced that its board of directors has appointed Angela Hwang to the board, effective immediately.
Hwang, age 54, is a member of Pfizer’s Executive Team and is Group President of the Pfizer Biopharmaceuticals Group, which comprises approximately 80% of Pfizer’s revenues. In this role, she leads more than 26,000 global colleagues and has responsibility for bringing over 600 innovative medicines and products to patients around the world.
“The UPS Board engaged in a thorough search and evaluation to find the right candidate for this role,” said UPS Executive Chairman of the Board David Abney. “Angela’s expertise in the healthcare sector will bring added talent to our Board as we oversee the company’s strategic growth efforts in this area.”
Hwang oversees seven commercial business units, which in 2019 generated nearly $40 billion in revenues, and impacted the lives of over 434 million patients across 125 countries. Together, these businesses strive to deliver transformational medicines that address major global health priorities in cancer, rare disease, inflammation & immunology, primary care, infectious diseases, and preventative care with vaccines.
“Angela is an outstanding, proven leader who brings added healthcare and global management experience to our Board,” said UPS Chief Executive Officer Carol Tomé. “We couldn’t be more thrilled to welcome Angela to the UPS Board of Directors during this time when UPS continues to expand its leadership in the healthcare logistics space, launching new healthcare services for UPS customers.”
Hwang is a 23-year veteran of Pfizer, and has held numerous leadership roles within the company. Prior to leading the Pfizer Biopharmaceuticals Group, she held more than 10 different positions in the company, spanning strategy, product development, marketing, sales, and general management. She is known as a transformational leader who drives for innovation and outstanding business performance and her experience covers a wide array of therapeutic areas and medicines in all lifecycle stages, as well as geographical breadth in both developed and emerging markets.
Hwang also sits on the boards of EFPIA (European Federation of Pharmaceutical Industries and Associations), as well as the Pfizer Foundation, a charitable organization that addresses global health challenges. She has been active in industry groups such as BIO (the Biotechnology Innovation Organization), where she previously co-chaired the Vaccines Policy Committee. In 2019, she was named to Crain’s Notable Women in Healthcare list.
Her appointment brings the total number of directors to 13. She is joining the Board’s Audit Committee.
Hwang received a Bachelor of Science in Microbiology and Biochemistry from the University of Cape Town, and an MBA from Cornell University.
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UPS (NYSE: UPS) is a global leader in logistics, offering a broad range of solutions including transporting packages and freight; facilitating international trade, and deploying advanced technology to more efficiently manage the world of business. Headquartered in Atlanta, UPS serves more than 220 countries and territories worldwide. UPS was awarded America’s Best Customer Service company for Shipping and Delivery services by Newsweek magazine; Forbes Most Valuable Brand in Transportation; and top rankings on the JUST 100 list for social responsibility, the Dow Jones Sustainability World Index, and the Harris Poll Reputation Quotient, among other prestigious rankings and awards. The company can be found on the web at ups.com or pressroom.ups.com and its corporate blog can be found at ups.com/longitudes The company’s sustainability eNewsletter, UPS Horizons, can be found at ups.com/sustainabilitynewsletter. To get UPS news direct, follow @UPS_News on Twitter. To ship with UPS, visit ups.com/ship.