Current Report Filing (8-k)
May 18 2020 - 5:05PM
Edgar (US Regulatory)
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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 14, 2020
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 No.)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Class B common stock, par value $0.01 per share
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UPS
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New York Stock Exchange
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Floating-Rate Senior Notes Due 2020
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UPS20A
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New York Stock Exchange
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1.625% Senior Notes Due 2025
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UPS25
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New York Stock Exchange
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1% Senior Notes due 2028
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UPS28
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New York Stock Exchange
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0.375% Senior Notes due 2023
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UPS23A
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New York Stock Exchange
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1.500% Senior Notes due 2032
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UPS32
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New York Stock Exchange
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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 — 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2020, United Parcel Service, Inc. held its annual meeting of shareowners. 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 our 2021 annual meeting of shareholders, or until their earlier resignation, removal or retirement, were as follows:
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NAME
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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David P. Abney
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1,357,266,951
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130,424,282
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19,280,988
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123,533,686
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Rodney C. Adkins
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1,391,543,904
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93,378,331
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22,049,986
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123,533,686
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Michael J. Burns
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1,402,730,569
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82,678,812
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21,562,840
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123,533,686
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William R. Johnson
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1,398,664,601
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86,101,286
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22,206,334
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123,533,686
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Ann M. Livermore
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1,389,376,959
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95,917,581
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21,677,681
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123,533,686
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Rudy H.P. Markham
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1,400,728,321
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82,387,059
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23,856,841
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123,533,686
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Franck J. Moison
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1,421,649,082
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62,432,232
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22,890,907
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123,533,686
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Clark T. Randt, Jr.
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1,397,164,646
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87,120,409
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22,687,166
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123,533,686
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Christiana Smith Shi
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1,415,272,960
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70,397,828
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21,301,433
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123,533,686
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John T. Stankey
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1,419,950,636
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65,195,076
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21,826,509
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123,533,686
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Carol B. Tomé
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1,418,412,400
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68,386,831
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20,172,990
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123,533,686
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Kevin M. Warsh
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1,418,556,004
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66,361,945
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22,054,272
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123,533,686
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Under our Bylaws, each of the director nominees was elected, having received more votes “for” than “against.”
Approval of an Advisory Resolution on Executive Compensation:
Votes regarding the approval, on an advisory basis, of the compensation of our executive officers were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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1,328,508,870
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140,618,635
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37,844,716
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123,533,686
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The proposal passed.
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, 2020 were as follows:
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FOR
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AGAINST
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ABSTAIN
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1,563,332,104
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55,169,271
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12,004,532
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The proposal passed.
Shareowner Proposals:
Votes on a shareowner proposal requesting the Board prepare an annual report on lobbying activities were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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346,730,819
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1,126,568,203
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33,673,199
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123,533,686
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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:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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436,039,652
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1,046,418,798
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24,513,771
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123,533,686
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The proposal did not pass.
Votes on a shareowner proposal requesting the Company prepare a report on how it plans to reduce its total contribution to climate change were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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434,171,443
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1,032,702,196
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40,098,582
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123,533,686
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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.
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UNITED PARCEL SERVICE, INC.
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Date:
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May 15, 2020
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By:
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/s/ Norman M. Brothers, Jr.
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Name: Norman M. Brothers, Jr.
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Title: Senior Vice President, General Counsel and Corporate Secretary
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