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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 2, 2024

g795027a09.jpg
United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware001-1545158-2480149
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)

55 Glenlake Parkway,N.E., Atlanta,Georgia30328
  (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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Class B common stock, par value $0.01 per shareUPSNew York Stock Exchange
1.625% Senior Notes due 2025UPS25New York Stock Exchange
1% Senior Notes due 2028UPS28New York Stock Exchange
1.500% Senior Notes due 2032UPS32New York Stock Exchange

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2024, United Parcel Service, Inc. (the “Company”) announced that Brian O. Newman will depart as the Company’s Executive Vice President and Chief Financial Officer, effective June 1, 2024. The Company and Mr. Newman intend to enter into a separation agreement memorializing the terms of his departure from the Company (the “Separation Agreement”). The Separation Agreement requires a general release of claims in favor of the Company and contains certain customary protective covenants in favor of the Company, including certain confidentiality, employee and customer non-solicitation, non-competition, and non-disparagement provisions. The Separation Agreement also provides, subject to Mr. Newman’s timely execution and non-revocation of a supplemental release of claims in favor of the Company, for compensation to be paid consistent with the terms and conditions of the previously approved UPS Key Employee Severance Plan (the “KESP”) as follows: (1) a cash payment of $1,830,471 representing one times his annual base salary, one times his target Management Incentive Program (“MIP”) award for 2024, and the cost difference between his current medical coverage and COBRA coverage for 18 months; (2) a cash payment of the MIP award he would have earned based on actual performance during the year ending December 31, 2024, prorated for the portion of the year Mr. Newman was employed by the Company; (3) vesting of the 35,166 restricted performance units (including any applicable dividend equivalent units, the “RPUs”) previously granted to him under the Company’s 2022, 2023 and 2024 Long-Term Incentive Performance programs, which awards will be paid following the completion of each applicable performance period, and with payments based on actual performance achievement, which awards have been prorated based on the number of months Mr. Newman was employed by the Company during each performance period; and (4) career counseling services valued at up to $20,000. In addition, Mr. Newman will have one year from June 1, 2024 to exercise his 38,931 vested option awards. Mr. Newman’s unvested option awards will be forfeited.
Item 5.07.    Submission of Matters to a Vote of Security Holders.    
The Company held its Annual Meeting of Shareholders on May 2, 2024. 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 2025 annual meeting of shareholders, or until their earlier resignation, removal or retirement, were as follows:

NAMEFORAGAINSTABSTAINBROKER NON-VOTES
Carol B. Tomé1,100,943,40992,651,25613,455,372118,161,107
Rodney C. Adkins1,080,010,278113,313,11813,726,641118,161,107
Eva C. Boratto1,122,128,26371,264,67913,657,095118,161,107
Michael J. Burns1,108,621,29384,231,06714,197,677118,161,107
Wayne M. Hewett1,125,856,12767,122,45814,071,452118,161,107
Angela Hwang1,125,495,51168,020,89413,533,632118,161,107
Kate E. Johnson1,024,297,470157,523,90625,228,661118,161,107
William R. Johnson980,295,595211,282,52315,471,919118,161,107
Franck J. Moison1,029,740,128161,915,94915,393,960118,161,107
Christiana Smith Shi1,107,781,26785,007,62414,261,146118,161,107
Russell Stokes1,027,006,671163,070,54416,972,822118,161,107
Kevin M. Warsh1,027,635,391163,982,30615,432,340118,161,107
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:

FORAGAINSTABSTAINBROKER NON-VOTES
1,051,455,683119,179,03736,415,317118,161,107
The proposal passed.
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, 2024 were as follows:

FORAGAINSTABSTAIN
1,267,812,79248,400,4168,997,936
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:

FORAGAINSTABSTAINBROKER NON-VOTES
437,389,007761,864,2067,796,824118,161,107
The proposal did not pass.
Votes on a shareowner proposal requesting the Company prepare a report on risks arising from voluntary carbon-reduction commitments:

FORAGAINSTABSTAINBROKER NON-VOTES
95,501,5511,091,465,17320,083,313118,161,107
The proposal did not pass.
Votes on a shareowner proposal requesting the Company prepare an annual report on the effectiveness of the Company's diversity, equity and inclusion efforts were as follows:

FORAGAINSTABSTAINBROKER NON-VOTES
268,753,475921,850,63316,445,929118,161,107
The proposal did not pass.



Item 7.01    Regulation FD Disclosure.
A press release issued by the Company on May 6, 2024 announcing Mr. Newman’s departure from the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein to this Item 7.01 by reference.
The information under this Item 7.01, including the referenced press release, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit  
Number Description
   
99.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



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 6, 2024By:/s/ Norman M. Brothers, Jr.
Name: Norman M. Brothers, Jr.
Title: Executive Vice President, Chief Legal and Compliance Officer



Exhibit 99.1

Contact:
UPS Media Relations: pr@ups.com
UPS Investor Relations: investor@ups.com

UPS Chief Financial Officer Brian Newman to Depart
Newman to focus on personal health; Company is initiating search for new
Chief Financial Officer

ATLANTA, May 6, 2024 – UPS (NYSE: UPS) announced today that Brian Newman, executive vice president and chief financial officer, will leave the company on June 1. UPS will evaluate internal and external CFO candidates to identify Newman’s successor.

“On behalf of the company and the entire Board of Directors, I thank Brian for his significant contributions to UPS,” said Carol Tomé, UPS chief executive officer. “Brian has been a great partner, having guided the company through unprecedented economic conditions. He is leaving us well-positioned for future growth as we execute our 1+2 strategy and continue to deliver on our purpose. We affirm our full year guidance as previously shared in the last earnings call.”

“I am honored to have served as CFO of such a storied company with so many great leaders around the world,” said Newman. “I am confident in the company’s continued success and growth trajectory. My near-term priority is to focus on my health.”

# # #

About UPS
UPS (NYSE: UPS) is one of the world’s largest companies, with 2023 revenue of $91.0 billion, and provides a broad range of integrated logistics solutions for customers in more than 200 countries and territories. Focused on its purpose statement, “Moving our world forward by delivering what matters,” the company’s approximately 500,000 employees embrace a strategy that is simply stated and powerfully executed: Customer First. People Led. Innovation Driven. UPS is committed to reducing its impact on the environment and supporting the communities we serve around the world. UPS also takes an unwavering stance in support of diversity, equity and inclusion. More information can be found at ups.com, about.ups.com and investors.ups.com.

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Cover
May 02, 2024
Entity Information  
Document Type 8-K
Document Period End Date May 02, 2024
Entity Registrant Name United Parcel Service, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-15451
Entity Tax Identification Number 58-2480149
Entity Address, City N.E., Atlanta,
Entity Address, State GA
Entity Address, Postal Zip Code 30328
City Area Code 404
Local Phone Number 828-6000
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Soliciting Material false
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Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001090727
Amendment Flag false
Entity Address, Street 55 Glenlake Parkway,
New York Stock Exchange  
Entity Information  
Title of Each Class Class B common stock, par value $0.01 per share
Trading Symbol UPS
Name of Each Exchange on Which Registered NYSE
New York Stock Exchange | 1.625% Senior Notes due 2025  
Entity Information  
Title of Each Class 1.625% Senior Notes due 2025
Trading Symbol UPS25
Name of Each Exchange on Which Registered NYSE
New York Stock Exchange | 1% Senior Notes due 2028  
Entity Information  
Title of Each Class 1% Senior Notes due 2028
Trading Symbol UPS28
Name of Each Exchange on Which Registered NYSE
New York Stock Exchange | 1.500% Senior Notes due 2032  
Entity Information  
Title of Each Class 1.500% Senior Notes due 2032
Trading Symbol UPS32
Name of Each Exchange on Which Registered NYSE
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