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): November 6, 2008
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 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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| 55 Glenlake Parkway, N.E., Atlanta, Georgia |
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30328 |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 6, 2008, the Board of Directors of United Parcel Service, Inc. (the “Company”)
approved an amendment and restatement of the Company’s By-laws (the “Amended Bylaws”). The
following is a summary of the changes, qualified by reference to the Amended Bylaws, together with
a copy marked to show changes from the prior By-laws, each of which is attached as Exhibit 3.1 and
3.2, respectively, and incorporated by reference herein.
Article II, Section 10, Notice of Stockholder Business and Nominations
The changes are primarily intended to enhance the advance notice provisions of the Company’s
Amended Bylaws to ensure that such provisions are clear and unambiguous in light of recent
developments in Delaware law. The changes clarify the procedures for stockholders seeking to
nominate directors and to propose other business at a meeting of stockholders, and will become
effective at the time of the Company’s 2009 annual meeting of shareowners, which is scheduled to be
held on May 7, 2009. The Amended Bylaws provide that the notice procedures set forth in Article
II apply to all director nominations and other proposals of business and are the exclusive means
for a stockholder to submit such business (other than proposals governed by Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, which provides its own procedural requirements). The
Amended Bylaws expand the required disclosure in the stockholder’s advance notice to include:
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as to each person whom the stockholder proposes to nominate as a
director, all such information as would be required to be disclosed under the
Security and Exchange Commission’s proxy rules for the election of such nominees as
directors and such person’s written consent to serve as a director of the Company,
if elected; |
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a brief description of proposed business, which business must be a
proper matter for stockholder action under Delaware law, the reasons for conducting
such business at the meeting of stockholders and any material interest in such
business of such stockholder or beneficial owner, if any, on whose behalf the
proposal is made; |
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the name and address of such stockholder and any beneficial owner on
whose behalf the nomination or proposal is being made (each, a “Party”); |
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detailed information regarding the Company’s securities or interests
held or owned by each such Party, including derivative positions; |
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any other information relating to each Party that would be required to
be disclosed in a proxy statement or other filing required to be made in connection
with solicitations of proxies for the proposal of business and/or the election of
directors; and |
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a statement as to whether or not each such Party will deliver a proxy
statement and form of proxy to holders of at least the percentage of voting power
of all the shares of the Company’s capital stock required to carry the business
proposal(s) or elect such nominee(s), as the case may be. |
Other Changes in the Amended Bylaws
In addition to the changes described above, the Amended Bylaws include non-substantive changes
to clarify or update certain provisions to be consistent with the Company’s Certificate of
Incorporation or Delaware law and to make the provisions gender neutral. These changes to the
Amended Bylaws became effective upon approval of the Board on November 6, 2008.
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