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 6, 2010

United Parcel Service, Inc.

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))

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 6, 2010, the Board of Directors of United Parcel Service, Inc. (“we” or “our”) approved an amendment and restatement of our Bylaws (the “Amended Bylaws”). Article II, Section 9 was amended to provide for majority voting in uncontested director elections. The Amended Bylaws and a copy marked to show changes are attached as Exhibits 3.1 and 3.2 and incorporated by reference herein.

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

On May 6, 2010, we held our annual meeting of shareowners. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The following matters were submitted to a vote of our shareowners.

Votes regarding the election of ten directors for a term expiring in 2011 were as follows:

										BROKER
NAME		FOR				WITHHELD				NON-VOTES
F. Duane Ackerman			2,233,452,434				121,437,804				108,962,281
Michael J. Burns			2,265,640,936				89,249,302				108,962,281
D. Scott Davis			2,238,030,734				116,859,504				108,962,281
Stuart E. Eizenstat			2,250,993,539				103,896,699				108,962,281
Michael L. Eskew			2,271,626,430				83,263,808				108,962,281
William R. Johnson			2,248,790,022				106,100,216				108,962,281
Ann M. Livermore			2,019,687,458				335,202,780				108,962,281
Rudy Markham			2,280,117,000				74,773,238				108,962,281
John W. Thompson			2,258,747,072				96,143,166				108,962,281
Carol B. Tomé			2,258,560,597				96,329,641				108,962,281

Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the year ending December 31, 2010 were as follows:

FOR				AGAINST				ABSTENTIONS				BROKER NON-VOTES
	2,395,562,307				48,723,509				19,566,703				—

Votes on a proposal to remove the voting standard from our certificate of incorporation so that the board may provide for majority voting in uncontested director elections were as follows:

FOR				AGAINST				ABSTENTIONS				BROKER NON-VOTES
	2,157,242,793				243,712,515				62,897,211				—

A copy of our Restated Certificate of Incorporation as filed with the Delaware Secretary of State is attached as Exhibit 3.3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1		Amended and Restated Bylaws of United Parcel Service, Inc. (May 6, 2010)
3.2		Marked Amended and Restated Bylaws of United Parcel Service, Inc.
3.3		Restated Certificate of Incorporation (May 6, 2010)

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.