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):
March 1, 2007
United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-15451
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58-2480149 |
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number) |
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| 55 Glenlake Parkway, N.E. |
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| Atlanta, Georgia
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30328 |
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| (Address of principal executive offices)
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(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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
(e)
On March 1, 2007, the Compensation Committee of the Board of Directors of United Parcel
Service, Inc. (the “Company”) approved the award of restricted stock units (“RSUs”) to be
granted as UPS 2007 Long-Term Incentive Performance Awards (“2007 LTIP”), and the related
performance and earnings criteria for 2007. Under the 2007 LTIP, RSUs representing shares of
class A common stock are awarded to executive officers, officers and certain other eligible
managers pursuant to a RSU award agreement. Target RSU award grants range in size from 50% to
250% of annual salary. The 2007 LTIP is authorized under the UPS Incentive Compensation Plan
that has previously been approved by the Company’s shareowners and filed with the SEC.
Of the total target award, 90% of the target award will be divided into three substantially
equal tranches, one for each calendar year in the three-year award cycle from 2007 to 2009. The
specific performance measures and targets for each such tranche will be determined by the
Committee either before or within the first quarter of the calendar year in which the
performance is measured. The number of RSUs earned each year will be the target number adjusted
for the percentage achievement of performance criteria targets for the year based on a matrix
developed by the Committee that will provide for 100% payment of the target RSUs for the
tranche upon 100% achievement of the performance criteria targets for the year. The matrix
also may provide for payment of a percentage less than or more than 100% of target RSUs for the
tranche based on achievement of performance criteria targets (as determined by the Committee)
at a percentage less than or more than 100%. The performance criteria approved by the Committee
for 2007 include consolidated operating return on invested capital and growth in consolidated
revenue. The performance criteria will be determined by the Committee in its discretion. The
Committee will retain the discretion to adjust the Company’s results during the award cycle to
exclude the effects of certain transactions and accounting changes for purposes of determining
achievement of the performance criteria. The award, if earned, will vest on January 31, 2010,
provided the participant is employed as of the vesting date. Special vesting rules apply to
terminations by reason of death, disability or retirement.
Of the total target award, 10% of the target award will be based upon the Company’s achievement
of adjusted earnings per share for the three-year award cycle compared to a target designated
by the Committee at the start of the award cycle. The Committee will retain the discretion to
adjust the Company’s results during the award cycle to exclude the effects of certain
transactions and accounting changes for purposes of determining achievement of this earnings
target. If the target is met (as determined by the Committee) the award will vest on January
31, 2010, provided the participant is employed as of the vesting date.
A participant’s earned RSU account will be adjusted quarterly for dividends paid on UPS class A
common stock. The RSU awards that vest will be paid in the form of UPS class A shares on March
12, 2010 (or earlier in the event of death).
The form of Restricted Stock Unit Award Agreement for the 2007 LTIP is attached hereto as
Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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10.1
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Form of Restricted Stock Unit Award Agreement for the 2007 Long-Term Incentive Performance
(LTIP) Awards |
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