Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 4, 2023, as part of its periodic review of corporate governance matters, the Board of Directors of United Parcel Service, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately. The Bylaws were amended to:
•Modify the provisions relating to the availability of lists of shareholders entitled to vote at stockholder meetings to reflect recent amendments to the Delaware General Corporation Law;
•Updated the disclosure, notification, and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended;
•Require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and
•Make other ministerial and clarifying changes.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Bylaws as amended. The Bylaws as amended, and a copy marked to show changes from the Bylaws prior thereto are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 4, 2023. The following matters were submitted to a vote of the shareholders.
Election of Directors:
Votes regarding the election of 12 directors for a term expiring at the Company’s 2024 annual meeting of shareholders, or until their earlier resignation, removal or retirement, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
NAME | | FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
Carol B. Tomé | | 1,230,251,244 | | 30,322,342 | | 5,909,125 | | 110,666,525 |
Rodney C. Adkins | | 1,172,077,861 | | 81,696,922 | | 12,707,928 | | 110,666,525 |
Eva C. Boratto | | 1,224,471,752 | | 32,148,478 | | 9,862,481 | | 110,666,525 |
Michael J. Burns | | 1,213,902,081 | | 43,794,296 | | 8,786,334 | | 110,666,525 |
Wayne M. Hewett | | 1,226,154,302 | | 31,334,478 | | 8,993,931 | | 110,666,525 |
Angela Hwang | | 1,223,317,413 | | 33,792,535 | | 9,372,763 | | 110,666,525 |
Kate E. Johnson | | 1,115,300,920 | | 142,334,052 | | 8,847,739 | | 110,666,525 |
William R. Johnson | | 1,093,998,107 | | 162,779,158 | | 9,705,446 | | 110,666,525 |
Franck J. Moison | | 1,110,962,355 | | 142,896,988 | | 12,623,368 | | 110,666,525 |
Christiana Smith Shi | | 1,214,119,930 | | 41,881,977 | | 10,480,804 | | 110,666,525 |
Russell Stokes | | 1,111,985,366 | | 145,407,727 | | 9,089,618 | | 110,666,525 |
Kevin M. Warsh | | 1,102,178,227 | | 155,687,350 | | 8,617,134 | | 110,666,525 |
Under the Company’s Bylaws, each of the director nominees was elected.
Approval, on an Advisory Basis, of Named Executive Officer Compensation:
Votes regarding the approval, on an advisory basis, of the compensation of the Company’s named executive officers were as follows:
| | | | | | | | | | | | | | | | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
1,158,204,619 | | 78,048,618 | | 30,229,474 | | 110,666,525 |
The proposal passed.
Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on Named Executive Officer Compensation:
Votes regarding the approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation were as follows:
| | | | | | | | | | | | | | | | | | | | |
ONE YEAR | | TWO YEARS | | THREE YEARS | | ABSTAIN |
1,207,832,270 | | 16,305,502 | | 22,716,187 | | 19,628,752 |
Shareowners approved, on an advisory basis, a frequency of "one year" for future advisory votes on named executive officer compensation. Future advisory votes on named executive officer compensation will be held every year.
Ratification of Accountants:
Votes regarding the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 were as follows:
| | | | | | | | | | | | | | |
FOR | | AGAINST | | ABSTAIN |
1,329,345,484 | | 39,679,177 | | 8,124,575 |
The proposal passed.
Shareowner Proposals:
Votes on a shareowner proposal to reduce the voting power of UPS class A stock from 10 votes per share to one vote per share were as follows:
| | | | | | | | | | | | | | | | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
415,252,029 | | 844,068,862 | | 7,161,820 | | 110,666,525 |
The proposal did not pass.
Votes on a shareowner proposal requesting the Company adopt independently verified science-based greenhouse gas ("GHG") emission reduction targets were as follows:
| | | | | | | | | | | | | | | | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
250,956,166 | | 979,014,516 | | 36,512,029 | | 110,666,525 |
The proposal did not pass.
Votes on a shareowner proposal requesting the Company prepare a report on integrating GHG emission reduction targets into executive compensation were as follows:
| | | | | | | | | | | | | | | | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
224,447,026 | | 1,024,685,662 | | 17,350,023 | | 110,666,525 |
The proposal did not pass.
Votes on a shareowner proposal requesting the Company prepare a report addressing the impact of its climate-change strategy on relevant stakeholders consistent with the "Just Transition" guidelines were as follows:
| | | | | | | | | | | | | | | | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
298,441,658 | | 944,154,671 | | 23,886,382 | | 110,666,525 |
The proposal did not pass.
Votes on a shareowner proposal requesting the Company prepare a report on risks or costs caused by state policies restricting reproductive rights were as follows:
| | | | | | | | | | | | | | | | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
110,131,859 | | 1,133,943,640 | | 22,407,212 | | 110,666,525 |
The proposal did not pass.
Votes on a shareowner proposal requesting the Company prepare a report on the impact of the Company's diversity, equity and inclusion policies on civil rights, non-discrimination and returns to merit, and the Company's business were as follows:
| | | | | | | | | | | | | | | | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
70,313,644 | | 1,177,389,993 | | 18,779,074 | | 110,666,525 |
The proposal did not pass.
Votes on a shareowner proposal requesting the Board prepare an annual report on the effectiveness of the Company's diversity, equity and inclusion efforts were as follows:
| | | | | | | | | | | | | | | | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
310,232,700 | | 932,852,147 | | 23,397,864 | | 110,666,525 |
The proposal did not pass.