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 4, 2017

 

 

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):

 

☐ 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))

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    ☐

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.    ☐

 

 

 

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

On May 4, 2017, 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 12 directors for a term expiring in 2018 were as follows:

 

NAME    FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

David P. Abney

      1,583,509,954        74,962,835        33,937,197        117,492,582  

Rodney C. Adkins

      1,597,029,127        60,924,437        34,456,422        117,492,582  

Michael J. Burns

      1,601,333,067        56,925,595        34,151,324        117,492,582  

William R. Johnson

      1,561,924,916        95,613,477        34,871,593        117,492,582  

Candace Kendle

      1,599,003,781        59,994,190        33,412,015        117,492,582  

Ann M. Livermore

      1,581,028,767        78,727,781        32,653,438        117,492,582  

Rudy H.P. Markham

      1,594,229,245        62,801,620        35,379,121        117,492,582  

Franck J. Moison

      1,565,546,085        90,641,371        36,222,530        117,492,582  

Clark T. Randt, Jr.

      1,554,939,439        103,018,252        34,452,295        117,492,582  

John T. Stankey

      1,566,515,906        89,580,259        36,313,821        117,492,582  

Carol B. Tomé

      1,599,749,845        59,942,329        32,717,812        117,492,582  

Kevin M. Warsh

      1,542,489,980        113,997,410        35,922,596        117,492,582  

Under our Bylaws, each of the directors was elected, having received more votes “for” than “against.”

Say on Pay:

Votes on a proposal to approve, on an advisory basis, executive compensation were as follows:

 

FOR    AGAINST    ABSTAIN    BROKER
NON-VOTES
1,489,605,560    138,520,690    64,283,736    117,492,582

Say When on Pay:

Votes on a proposal to indicate, on an advisory basis, the frequency of future advisory votes on executive compensation were as follows:

 

THREE

YEARS

    TWO
YEARS		    ONE
YEAR		    ABSTAIN    BROKER
NON-VOTES
1,029,422,794    59,312,332    531,889,451    71,785,409    117,492,582

Future advisory votes on executive compensation will be held every three years.

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, 2017 were as follows:

 

FOR    AGAINST    ABSTAIN
1,740,129,865    42,721,059    27,051,644

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
321,781,403    1,307,630,751    62,997,832    117,492,582

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
459,218,176    1,180,503,669    52,688,141    117,492,582

The proposal did not pass.

Votes on a shareowner proposal to adopt Holy Land Principles were as follows:

 

FOR    AGAINST    ABSTAIN    BROKER
NON-VOTES
88,529,398    1,491,456,142    112,424,446    117,492,582

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 8, 2017     By:  

/s/ Norman M. Brothers, Jr.

      Name:   Norman M. Brothers, Jr.
      Senior Vice President, General Counsel and Corporate Secretary