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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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United Parcel Service, Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
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Table of Contents
Notice of 2021 Annual Meeting
of Shareowners and Proxy Statement
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| Thursday, May 13, 2021 8:00 a.m. Eastern Time |
www.virtualshareholdermeeting.com/UPS2021
Table of Contents
United Parcel Service, Inc.
55 Glenlake Parkway, N.E.
Atlanta, GA 30328
March 29, 2021
Dear Fellow Shareowners:
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It is my pleasure to invite you to join us at
UPS’s 2021 Annual Meeting of Shareowners. Since my appointment as UPS’s first independent Board Chair in late 2020,
it has been my honor to lead the Board of this 114-year-old company. UPS also celebrated, in the face of unprecedented uncertainties,
a number of other momentous “firsts” last year; none more important than the appointment of Carol Tomé as our
first female CEO, and as the first CEO who was not a UPS employee.
Carol’s appointment came following a rigorous
selection process involving both internal and external candidates. Her in-depth knowledge of UPS’s business, strategy and
people, as well as her tremendous personal attributes and capabilities, made her the clear choice to lead the Company at this important
time in its transformation. The entire Board is extremely pleased with her strong start and particularly proud of her actions around
fostering a diverse, inclusive and productive workplace.
We significantly refreshed your Board in 2020,
increasing diversity and further enhancing independent oversight. The Board appointed five new independent directors, each with
a varied set of experiences, skills and perspectives. These new members are helping to position UPS for future success and growth
as the Company executes on its strategic initiatives. At the 2021 Annual Meeting, independent directors Rudy Markham and Sandy
Randt will have reached the Board’s retirement age and will not stand for reelection. We thank Rudy and Sandy for their years
of service to the Board and their significant contributions to the Company.
The entire Board is very proud of the efforts
of all UPSers over the past year. It’s because of our people that UPS was able to successfully adapt and execute during a
global pandemic, while at the same time remaining focused on the safety of our employees and customers. The Company’s reputation
for being a good corporate citizen and doing the right thing came shining through in 2020 as a result of these efforts.
Because of travel restrictions related to the
pandemic, the Board has not been meeting in person recently. However, thanks to technology, the Board has successfully continued
executing its oversight responsibilities and has been able to effectively communicate with the Company and with each other. We
continue to monitor developments and are eager to resume face-to-face meetings at the right time.
Finally, I want to encourage all of my fellow
shareowners to vote. This is your opportunity to share your views with the Company. We listen and take your feedback into account
as we continually seek to grow our business, improve governance and increase long-term shareowner value. We are grateful to those
shareowners who have previously shared their views. As we approach the Annual Meeting, I encourage you to contact us with any questions
or feedback at 404-828-6059.
On behalf of the entire Board of Directors, thank
you for your continued support of UPS.
William R. Johnson
UPS Board Chair
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4 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
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Notice of Annual Meeting
UNITED PARCEL SERVICE, INC.
55 Glenlake Parkway, N.E., Atlanta, Georgia 30328
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Date and Time: May 13, 2021, 8:00 a.m. Eastern Time |
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Place: The meeting will be held exclusively online via webcast at: www.virtualshareholdermeeting.com/UPS2021. |
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Record Date: March 22, 2021 |
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Distribution Date: A Notice of Internet Availability of Proxy Materials or the proxy statement is first being sent
to shareowners on or about March 29, 2021. |
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Voting: Holders of class A common stock are entitled to 10 votes per share; holders of class B common stock are
entitled to one vote per share. Your vote is important. Please vote as soon as possible through the Internet, by telephone
or by signing and returning your proxy card (if you received a paper copy of the proxy card). Your voting options are described
on the Notice of Internet Availability of Proxy Materials, voting instruction form and/or proxy card. |
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Attending the Meeting: You or your proxyholder can participate, vote, ask questions and examine our list of shareowners
at the meeting by visiting www.virtualshareholdermeeting.com/UPS2021 and using your 16-digit control number found on your
proxy card, voting instruction form or Notice of Internet Availability. Shareowners who do not receive a 16-digit control
number should consult their voting instruction form or Notice of Internet Availability and may need to request a legal proxy
from their bank, broker or other nominee in advance of the meeting in order to participate. For more information, please see
page 90. Whether or not you plan to attend the meeting, we encourage you to vote and submit your proxy in advance of the meeting
by one of the methods described on your proxy card, voting instruction form or Notice of Internet Availability. |
Important Notice Regarding the Availability of Proxy Materials
for the Shareowner Meeting to be Held on May 13, 2021: The Proxy Statement and our 2020 Annual Report are available at www.proxyvote.com.
Questions? Call 404-828-6059 (option 2).
By order of the Board of Directors
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Norman M. Brothers, Jr. |
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Secretary |
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Atlanta, Georgia |
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March 29, 2021 |
Items of Business
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Voting
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Board Voting
Recommendations |
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Company Proposals: |
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1. Elect 13 director nominees named in the
Proxy Statement to serve until the 2022 Annual Meeting and until their respective successors are elected and qualified |
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• Vote for all nominees
• Vote against all nominees
• Vote for some nominees and against others
• Abstain from voting on one or more nominees
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FOR
EACH
NOMINEE |
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23 |
2. Approve on an advisory basis a resolution
on executive compensation |
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• Vote for the resolution
• Vote against the resolution
• Abstain from voting on the resolution
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FOR |
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3. Approve the 2021 Omnibus Incentive Compensation
Plan |
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• Vote for the plan
• Vote against the plan
• Abstain from voting on the plan
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FOR |
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4. Ratify the appointment of Deloitte &
Touche LLP as our independent registered public accounting firm for 2021 |
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• Vote for ratification
• Vote against ratification
• Abstain from voting on ratification
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FOR |
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Shareowner Proposals: |
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5. - 9. Advisory votes on 5 shareowner proposals,
only if properly presented |
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• Vote for each proposal
• Vote against each proposal
• Abstain from voting on the proposals
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AGAINST
EACH
PROPOSAL |
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Proxy Statement
UNITED PARCEL SERVICE, INC.
55 Glenlake Parkway, N.E., Atlanta, Georgia 30328
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This Proxy Statement contains important information about the
2021 Annual Meeting of Shareowners (the “Annual Meeting”). We are providing these proxy materials to you because our
Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. The Annual Meeting will be held online only
on May 13, 2021, at 8:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com/ UPS2021. Shareowners can participate, ask questions,
vote and examine our shareowner list during the meeting through this website.
All properly executed written proxies, and all properly completed
proxies submitted through the Internet or by telephone, that are delivered pursuant to this solicitation will be voted at the Annual
Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the
meeting. Only owners of record of shares of the Company’s common stock as of the close of business on March 22, 2021 (the
“Record Date”) are entitled to notice of, and to vote at, the Annual Meeting (or any adjournment or postponement of
the Annual Meeting). We are first mailing this Proxy Statement on or about March 29, 2021.
Proxy Statement Summary
This summary highlights information contained elsewhere in this
Proxy Statement.
Corporate Governance
Following are some of our key governance policies and practices:
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We maintain an independent Board; all of our directors are independent, other than our Chief Executive Officer (“CEO”), Carol Tomé; |
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We have an independent Board Chair who is highly engaged and experienced; |
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Our independent directors meet in executive sessions without management at each board meeting; |
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We hold annual elections for all directors; and we provide for majority voting in uncontested director elections; |
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The board is fully engaged in the strategic planning process, conducting an in-depth review of strategy on an annual basis and receiving regular updates throughout the year; |
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The board has a Risk Committee comprised entirely of independent board members that is responsible for assisting in overseeing management’s identification and evaluation of enterprise risks, including cyber risks; |
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We regularly evaluate our governance policies and practices, and make changes when appropriate;
for example, we recently separated the Chair and CEO roles, voluntarily provided our shareowners with an annual
say on pay vote, and adopted proxy access; |
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We regularly engage with shareowners; through our most recent shareowner engagement
efforts, management contacted holders of over 46% of our class B common stock during this proxy season to discuss environmental,
social and governance (“ESG”) matters, including our sustainability initiatives, our commitments to social justice
and executive compensation matters; |
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We maintain robust stock ownership guidelines, including a target ownership of eight
times annual salary for the CEO, five times annual salary for other executive officers and five times the annual
retainer for directors; and |
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We prohibit our executive officers and directors from hedging their ownership in UPS
stock and entering into pledges of UPS stock. |
Leadership Transition
On June 1, 2020, Carol Tomé assumed the role of Chief Executive
Officer following David Abney’s retirement. In connection with the CEO transition, the board appointed William R. Johnson
as independent Board Chair. Bill had been our independent Lead Director since 2016.
Our Board
The Board of Directors is elected annually by the shareowners
and is responsible for the strategic oversight of UPS. Having a significant majority of non-management independent directors encourages
robust debate and challenged opinions in the boardroom, while diversity - with respect to gender, age, ethnicity,
skills, experience and other factors - contributes to consideration of a wide range of perspectives. Members of our board bring
a broad range of professional skills and experiences. A mix of newer directors, who bring fresh viewpoints, and longer-tenured
directors, who have contributed to developing our strategy over time and have acquired an in-depth understanding of our global
organization, provides appropriate balance. For more information, see page 23.
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Rudy Markham and Sandy Randt will not stand for reelection at
the 2021 Annual Meeting because they have each reached the board’s retirement age. We thank Rudy and Sandy for their board
service and for their significant contributions to UPS. The following summary information about our board includes information
only relating to the director nominees.
Our directors bring a broad range of professional skills and
experiences to the boardroom
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The Nominating and Corporate Governance Committee regularly assesses
the skills and experience necessary for our board to function effectively, and considers where additional expertise may be needed.
We believe that as a group, our 13 director nominees bring
the requisite skills, experience and diversity to ensure the overall effectiveness of our board.
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Diversity in our boardroom supports UPS’s continued
success
Our CEO provides strong leadership and is supported –
and constructively challenged – by an independent board, including our independent Board Chair
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Board oversight is provided by an independent board, led by an engaged independent Board Chair. Our CEO is the only director who is not independent. |
Our board has been meaningfully refreshed; we added five new
directors in 2020
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The Nominating and Corporate Governance Committee regularly considers
the long-term make-up of our Board of Directors and how board composition changes over time. They also consider the skills needed
on our board as our business evolves.
The board consists of a combination of individuals with deep
experience and knowledge of UPS, complemented by newer directors with fresh perspectives. Together, our directors work effectively
as a team and are highly focused on UPS’s success.
The average tenure of the director nominees reflects an appropriate
balance between different perspectives brought by long-serving directors and new directors.
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Election of Directors
As a group, our 13 director nominees are appropriately skilled
and experienced to effectively oversee and constructively challenge the performance of management in the execution of our strategy.
The board recommends you vote FOR each director nominee
listed below. For more information, see page 23.
Name |
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Age |
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Director
Since |
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Occupation |
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Committee(s)(2) |
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Other Public Company Boards |
Independent Directors |
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Rodney C. Adkins |
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62 |
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2013 |
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Former Senior Vice President, International Business Machines Corporation |
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– Risk (Chair)
– Compensation
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3 |
Eva C. Boratto |
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54 |
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2020 |
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Executive Vice President and Chief Financial Officer, CVS Health Corporation |
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– Audit |
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0 |
Michael J. Burns |
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69 |
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2005 |
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Former Chairman, President and Chief Executive Officer, Dana Incorporated |
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– Audit |
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Wayne M. Hewett |
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56 |
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2020 |
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Senior Advisor to Permira, and Chairman of DiversiTech Corporation and Cambrex Corporation |
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– Audit |
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2 |
Angela Hwang |
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55 |
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2020 |
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Group President, Pfizer Biopharmaceuticals Group, Pfizer, Inc. |
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– Audit |
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Kate E. Johnson |
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53 |
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2020 |
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Corporate Vice President and President, Microsoft U.S., Microsoft Corporation |
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– Nominating and Corporate Governance
– Risk
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William R. Johnson(1) |
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72 |
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2009 |
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Former Chairman, President and Chief Executive Officer, H.J. Heinz Company |
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– Nominating and Corporate Governance (Chair)
– Executive
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Ann M. Livermore |
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62 |
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1997 |
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Former Executive Vice President, HP Inc. |
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– Compensation (Chair)
– Risk
– Executive
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2 |
Franck J. Moison |
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67 |
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2017 |
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Former Vice Chairman, Colgate-Palmolive Company |
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– Nominating and Corporate Governance
– Risk
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1 |
Christiana Smith Shi |
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61 |
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2018 |
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Former President, Direct-to-Consumer, Nike, Inc. |
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– Compensation
– Risk
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1 |
Russell Stokes |
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49 |
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2020 |
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Senior Vice President, President and Chief Executive Officer, GE Aviation Services, and President
and CEO, GE Power Portfolio, General Electric Corporation |
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– Compensation
– Nominating and Corporate Governance
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0 |
Kevin Warsh |
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50 |
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2012 |
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Former Member of the Board of Governors of the Federal Reserve System, Distinguished Visiting
Fellow, Hoover Institution, Stanford University |
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– Compensation
– Nominating and Corporate Governance
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1 |
Non-Independent Director |
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Carol B. Tomé |
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64 |
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2003 |
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Chief Executive Officer |
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– Executive (Chair) |
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(1) |
Independent Board Chair. |
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(2) |
Current Audit Committee Chair, Rudy Markham, is not standing for reelection at the Annual Meeting. The board will appoint
a new Audit Committee Chair following the Annual Meeting. |
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Executive Compensation
Compensation Practices
A significant portion of executive compensation is at-risk and
tied to Company performance. This aligns executive decision-making with the long-term interests of our shareowners. We also have
a longstanding owner-manager culture. Our compensation practices that support these principles include:
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Payments with a balanced mix of cash and equity, providing a degree
of financial certainty and appropriate incentives to retain and motivate executives; |
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Annual and long-term performance incentive awards in the form of equity grants containing
vesting requirements beyond the performance period, furthering both retention and incentive goals; |
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Annual and long-term performance incentive award payouts that are dependent upon the achievement
of multiple distinct goals, avoiding overemphasis on any one metric and mitigating excessive risk-taking; |
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Long-term performance incentive awards with a three-year performance period; |
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Stock option awards that vest over a five-year period and only provide value
if our stock price increases; |
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Incentive compensation plans that include clawback provisions that permit recovery
of awards granted to executive officers; |
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Incentive compensation plan awards require a “double trigger” — both
a change in control and a termination of employment — to accelerate vesting; and |
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No tax gross-ups on equity awards or golden parachute excise taxes. |
Key 2020 Compensation Actions
Key 2020 compensation decisions affecting our executive officers
included:
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Most total direct compensation was performance-based and considered “at risk”
(90% for the current CEO and 84% for all other currently employed named executive officers (“NEOs”) as a group).
See page 35; |
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Approval of retention agreements for certain key executives to support the CEO leadership
transition. See page 44; |
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Approval of a compensation package for our new Chief Executive Officer. See page 46; |
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Base salary increases for the other NEOs as a result of the annual salary review process.
See page 37; |
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Bifurcating the performance period for the annual incentive awards to account for the uncertainty
caused by the COVID-19 pandemic. See page 38; |
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Annual incentive awards for all NEOs were earned above target. See page 40; |
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Previously granted 2018 Long-Term Incentive Performance (“LTIP”) awards, which
had three-year performance goals ending in 2020, were earned above target. See page 43; and |
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The three-year performance period for the 2020 LTIP award was bifurcated into two tranches
because of the uncertainty caused by the COVID-19 pandemic; the first tranche was based on 2020 performance and had a 20%
weighting; the second tranche is based on 2021 and 2022 performance and has an 80% weighting. See page 42. |
For more information, see page 34.
Annual Say on Pay Vote
We maintain executive compensation programs that support the long-term
interests of our shareowners. Beginning in 2020, we determined it was appropriate to provide shareowners the opportunity to vote
annually, on an advisory basis, on the compensation of our NEOs, as described in the Compensation
Discussion and Analysis section and in the compensation tables
and accompanying narrative disclosure in this proxy statement. For more information, see page 60.
The board recommends you vote FOR the advisory vote on
executive compensation.
2021 Omnibus Incentive Compensation Plan
Annual and long-term incentive compensation and equity compensation
awards play an important part in our pay-for-performance philosophy. The ability to grant equity compensation awards also helps
us remain competitive in retaining and attracting highly qualified employees upon whom the future growth and success of UPS depend.
The 2021 Omnibus Incentive Compensation Plan (the “2021
Plan”) is intended to provide UPS flexibility to motivate, attract, and retain the services of employees and directors who
are expected to make contributions to our success, and to allow our employees and directors to share in our success.
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Approving the 2021 Plan would further these objectives by allowing
us to continue to grant annual and long-term equity incentive compensation for approximately three years based on our historic
grant rates and approximate current share price. If the 2021 Plan is not approved, we do not expect to have sufficient share authorization
to meet our anticipated long-term equity compensation needs after 2021 under our existing equity compensation plan. If the 2021
Plan is not approved, we may
be compelled to increase significantly the cash component of our
employee and director compensation, which may not necessarily align employee and director compensation interests with the investment
interests of our shareowners. Replacing equity awards with cash also would increase cash compensation expense and use cash that
might be better utilized otherwise. For more information, see page 61.
The board recommends you vote FOR the 2021 Omnibus Incentive
Compensation Plan.
Ratification of the Appointment of the Independent Registered
Public Accounting Firm
The Board of Directors has appointed Deloitte & Touche
LLP as our independent registered public accounting firm for the year ending December 31, 2021. The board recommends you vote FOR
the ratification of the appointment of Deloitte & Touche LLP. For more information, see page 73.
Shareowner Proposals
The board recommends you vote AGAINST the shareowner proposals
requesting the Company: prepare an annual report on lobbying activities; reduce the voting power of our class A stock from 10 votes
per share to one vote per share; prepare a report on reducing our total contribution to climate change; transition to a public
benefit corporation; and prepare an annual report assessing our diversity and inclusion efforts. More information about these proposals
starts on page 76.
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Corporate Governance
We are committed to maintaining robust governance practices that
benefit the long-term interests of all stakeholders. We regularly review and update our corporate governance practices in response
to the evolving needs of our business, shareowner
and other stakeholder feedback, regulatory changes, and other
corporate developments. Following is an overview of our corporate governance structure and processes, including key aspects of
our board operations.
Selecting Director Nominees
Maintaining a board of individuals independent of management,
and of the highest personal character, integrity and ethical standards, is critical to the proper functioning of the board. The
Nominating and Corporate Governance Committee also seeks to promote diversity in the boardroom with respect to gender,
age,
ethnicity, skills, experience and other factors. Our directors’
biographies highlight the skills, experiences and backgrounds that the board considered when nominating these individuals to serve
as directors.
Director Nomination Process
1 |
Review
of Board Composition
The board’s annual self-evaluation helps the Nominating
and Corporate Governance Committee identify current and expected future board needs by assessing areas where additional
expertise, skills or experience may be desired. The Nominating and Corporate Governance Committee also conducts regular
in-depth board composition reviews.
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Identification
of Candidates
The Nominating and Corporate Governance Committee uses
a variety of sources to identify a diverse pool of potential candidates. Sources include board members, members of management,
independent consultants and shareowner recommendations. Prospective candidates are evaluated based on feedback from independent
consultants, reviews of candidate backgrounds and qualifications, interviews with board members, and open discussions
between the Nominating and Corporate Governance Committee and the full board. An independent consultant screens director
candidates in consultation with the Nominating and Corporate Governance Committee. This process allows for active and
ongoing consideration of potential directors with a focus on long-term Company strategy.
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3 |
Shortlisted
Candidates
The Nominating and Corporate Governance Committee
maintains a list of potential director candidates according to desired skills, experiences and backgrounds.
The list is reviewed at each Nominating and Corporate Governance Committee meeting and updated as appropriate. Each director
candidate is carefully evaluated to ensure that existing and planned future commitments would not materially interfere
with board responsibilities.
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Recommendation,
Nomination and Annual Election
Candidates recommended by the Nominating and Corporate
Governance Committee and approved by the board are nominated for election. All directors are elected annually at
the Annual Meeting.
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Result: |
5
new independent directors added in 2020 |
Shareowner Recommendations, Nominations and Proxy Access
Shareowner recommended director candidates are considered on
the same basis as recommendations from other sources. Shareowners can recommend a candidate by writing to the following address:
UPS Corporate Secretary, 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328. Submissions must contain
the prospective candidate’s name and a detailed description
of the experience, qualifications, attributes and skills that make the individual a suitable director candidate.
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As part of our ongoing commitment to strong corporate governance
practices, we adopted a proxy access bylaw for shareowners. A single shareowner, or group of up to 20 shareowners, that has owned
at least 3 percent of UPS’s outstanding stock continuously for at least three years, may include up to 20 percent of the
board seats or two directors (whichever is greater), as director
nominees in UPS’s proxy materials for an annual meeting
of shareowners. Our Bylaws set forth the requirements for the formal shareowner nomination process for director candidates. These
requirements are described under “Other Information for Shareowners” on page 91.
Board Diversity
A wide range of perspectives is critical to effective board deliberations,
corporate governance and oversight. Diversity with respect to gender, age, ethnicity, skills, experience and other factors is
a key consideration when identifying and recommending director nominees. The Nominating and Corporate Governance Committee assesses
its diversity efforts through periodic evaluations of the board’s composition. While
the Company does not have a formal policy on board diversity,
our Corporate Governance Guidelines emphasize diversity and the Nominating and Corporate Governance Committee actively considers
diversity in recruitment and nominations of directors and also in its assessment of the board’s composition and effectiveness.
Board Refreshment and Succession Planning
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The Nominating
and Corporate Governance Committee regularly considers the long-term makeup of our Board of Directors and how board composition
changes over time. They also consider the skills needed on our board as our business evolves. The board seeks to balance the
knowledge and experience that comes from longer-term board service with new ideas and energy that can come from new directors.
We added 5 new independent directors to the board in 2020. The average tenure of the director nominees of 7.3 years reflects
an appropriate balance between different perspectives brought by long-serving directors and new directors. |
Director Independence
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Our Corporate
Governance Guidelines include director independence standards consistent with the New York Stock Exchange (“NYSE”)
listing standards, which require a majority of the directors to be independent. Our Corporate Governance Guidelines are available
on the governance section of our investor relations website at www.investors.ups.com. |
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The board has evaluated each director’s independence and
considered whether there were any relevant relationships between UPS and each director, or any member of his or her immediate
family. The board also examined whether there were any relationships between UPS and organizations where a director is or was
a partner, principal shareowner or executive officer. Specifically, the board evaluated certain ordinary course business transactions
and relationships between UPS and the organizations that currently or in the prior year employed Eva Boratto, Mike Burns, Wayne
Hewett, Angela Hwang, Kate Johnson, Russell Stokes, and John Stankey, or their immediate family members, as an executive officer.
The board also evaluated the ordinary course business transactions and relationships between UPS and any organizations where Rod
Adkins, Wayne Hewett, Christiana Smith Shi, Sandy Randt, and Kevin Warsh, or their immediate family members, were a partner or
principal shareowner. In each
case, no such transactions exceeded the thresholds in UPS’s
Corporate Governance Guidelines. The board determined that none of these transactions or relationships were material to the Company,
the individuals or the organizations with which they were associated.
The board has determined that each of the director nominees (other
than our current Chief Executive Officer, Carol Tomé), is independent. The board also determined that Rudy Markham and
Sandy Randt, who served as directors since 2020 but will not stand for reelection, are each independent. With respect to former
directors that served since 2020, the board has determined that each such director who served (other than our retired Chief Executive
Officer, David Abney), including John Stankey, was independent. All members of the Audit Committee, Compensation Committee, Nominating
and Corporate Governance Committee and Risk Committee are independent.
Board Leadership Structure
Based on the periodic evaluation and recommendation of the Nominating
and Corporate Governance Committee, the board determines the most appropriate board leadership structure, including who should
serve as Board Chair, and whether the roles of Board Chair and Chief Executive Officer should be separated or combined.
In connection with the election of Carol Tomé as our Chief
Executive Officer, the board determined that it was in the best interests of the Company to enable Carol to focus on leading the
Company, and separated the roles of Chair and Chief Executive Officer. Effective October 1, 2020, Bill Johnson, who had been serving
as our independent Lead Director, was appointed Board Chair.
Bill has served on our board since 2009 and had served as independent
Lead Director since 2016. He has deep institutional knowledge of the Company and provides strong continuity of leadership. He
devotes significant time to understanding our business and communicating with the Chief Executive Officer, and other directors,
between meetings. He draws on his
extensive knowledge of our business, industry, strategic priorities
and competitive developments to set the board’s agendas in collaboration with the Chief Executive Officer, and he seeks
to ensure that board meetings are productive and interactions with the directors facilitate a useful exchange of viewpoints. Carol
is available to all directors between meetings and meets regularly with the Board Chair, and with the directors as a group, to
receive feedback from the board. Bill’s collaboration with Carol allows the board to focus attention on the issues of greatest
importance to the Company and its shareowners and our CEO to focus primarily on leading the Company.
Furthermore, all of the members of each of the Audit Committee,
the Compensation Committee, the Nominating and Corporate Governance Committee and the Risk Committee are independent. Each committee
is led by a chairperson who sets the meeting agendas and reports to the full board on the committee’s work. Additionally,
the independent directors meet in executive session without management present at each board meeting, as described below.
Executive Sessions of Independent Directors
Directors hold executive sessions without management present
at each regular board meeting. The Board Chair determines the agenda and presides at each session. The Board Chair generally
invites the Chief Executive Officer to join a portion of the
executive session to receive feedback from the board and when deemed appropriate otherwise.
Board and Committee Evaluations
The board employs both an ongoing informal and a formal annual
process to evaluate its performance and the contributions of individual directors to the successful execution of the board’s
obligations. The Board Chair frequently considers the
performance of the board and the board’s committees, and
has informal discussions about individual director contributions to the board. The Board Chair shares feedback from these discussions
with the full board and with individual board members.
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Formal
Evaluation Process
1 |
Detailed
Formal Annual Evaluation Process
The charters of each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee require an annual performance evaluation. The Nominating and Corporate Governance Committee oversees the annual board assessment process and the implementation of the annual committee self-assessments. |
2 |
Questionnaires
All board and committee members complete a detailed confidential questionnaire each year. The questionnaire provides for quantitative ratings in key areas, including overall board effectiveness, meeting effectiveness, access to information, information format, board committee structure, access to management, succession planning, meeting dialogue, communication with the Chief Executive Officer, operational reporting, financial oversight, capital structure and financing, capital spending, long-term strategic planning, risk oversight, crisis management and time management. The questionnaire also allows directors to provide written feedback and make detailed anonymous comments. |
3 |
Review
The Chair of the Nominating and Corporate Governance Committee reviews the responses with the chairs of the other board committees. The Chair of the Nominating and Corporate Governance Committee also discusses the board evaluation results with the full board. |
4 |
Follow-up
Matters requiring follow-up are addressed by the Chair of the Nominating and Corporate Governance Committee or the chairs of the other committees as appropriate. |
Result |
Feedback from the evaluations has driven several
improvements in board operations over the last few years, including the format and delivery of board meeting materials, board
meeting agendas and recurring topics, strategic planning and oversight, director recruitment practices and orientation, and
succession planning. |
Majority Voting and Director Resignation Policy
Our Bylaws provide for majority voting in uncontested director
elections. The number of votes cast for a nominee must exceed the number of votes cast against that person. Any incumbent director
who does not receive a majority of the votes cast must offer to resign from the board.
In such an event, the Nominating and Corporate Governance Committee
will recommend to the board whether to accept or reject the director’s offer to resign after considering all relevant factors.
The board will act on the recommendation within 90 days following certification of the election results. The board will take into
account the factors considered by the Nominating
and Corporate Governance Committee and any additional relevant information.
Any director who offers to resign must recuse himself or herself
from the board vote, unless the number of independent directors who were successful incumbents is fewer than three. The board
will promptly disclose its decision regarding any director’s offer to resign, including its reasoning. If the board determines
to accept a director’s offer to resign, the Nominating and Corporate Governance Committee will recommend whether and when
to fill such vacancy or whether to reduce the size of the board.
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Risk Oversight
Board Oversight of Risk
Effective risk management is an important component of the board’s
oversight obligation. The board regularly engages in discussions of our most significant risks and how these risks are being managed.
The board reviews periodic assessments from the Company’s enterprise risk management process that are designed to identify
potential events that may affect the achievement of the Company’s objectives or have a material adverse effect on the Company.
The board also participates in the Company’s annual risk survey. As a component of exercising its risk management oversight
responsibilities, the board has delegated to its standing committees responsibilities as set out below. The board receives reports
on appropriate areas of risk management from the committees regularly.
Risk Committee |
Audit Committee |
Compensation
Committee |
Nominating and
Corporate Governance Committee |
Oversees management’s identification and
evaluation of strategic enterprise risks, including risks associated with intellectual property, operations, privacy, technology,
information security, cybersecurity and cyber incident response, and business continuity. |
Oversees policies with respect to financial risk
assessment, including guidelines to govern the process by which major financial and accounting risk assessment and management
is undertaken. |
Considers risks associated with compensation
policies and practices, with respect to both executive compensation and compensation generally. |
Considers risks related to governance matters,
including succession planning for the Chief Executive Officer and other senior officers. |
The Company’s Chief Legal and Compliance Officer, Chief
Information Officer, and the Vice President of Compliance and Internal Audit have regularly scheduled individual private meetings
with the Risk Committee.
The Risk Committee also provides an annual update to the full
board on the Company’s enterprise risk management survey and risk assessment results. The update enables the board to provide
feedback to the Company about significant enterprise risks, and to assess the Company’s identification of its most significant
risk areas. The Risk Committee also coordinates with the Audit Committee to enable the Audit Committee to perform its risk related
responsibilities.
The Audit Committee has certain statutory, regulatory and other
responsibilities with respect to oversight of risk assessment and risk management. Specifically, the Audit Committee is responsible
for overseeing policies with respect to financial risk assessment. The Chief Legal and Compliance Officer, Chief Financial Officer
and Vice President of Compliance and Internal Audit each have regularly scheduled private sessions with the Audit Committee.
In addition, the Company’s Chief Legal and Compliance Officer
reports directly to our CEO, providing visibility into the Company’s risk profile. The board believes that the work undertaken
by its committees, together with the work of the full board and the Company’s senior management, enables effective oversight
of the Company’s management of risk. For more information about the board’s committees and their responsibilities,
see page 31.
Strategic Planning and Oversight
Setting the strategic course of the Company involves a high level
of constructive engagement between management and the board. Acting directly and through each board committee, the board is fully
engaged in the Company’s strategic planning process. Management develops and prioritizes strategic plans on an annual basis.
Management then reviews these plans with the board, along with the Company’s challenges, opportunities, industry dynamics,
and legal, regulatory and governance developments, among other factors, during an annual board strategy meeting.
Management provides the board with comprehensive updates throughout
the year regarding the implementation and results of the Company’s strategic plans, as well as monthly updates
regarding the Company’s financial performance. In addition,
the CEO communicates regularly with the board on important business opportunities, financial and operational performance, risks
and other Company developments such as labor relations, customer interactions and media coverage, both during and outside the
regular board meeting cycle.
This process allows the board to leverage its substantial experience
and expertise in strategy development to execute effectively on its oversight responsibility of our corporate strategy and long-range
operating plans.
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Management Succession Planning and Development
Succession planning and talent development are important at all
levels within our organization. The board oversees management’s emergency and long-term succession plans at the executive
officer level, most importantly the CEO position. The board annually reviews succession plans for senior management including
the CEO, all in the context of the Company’s overall business strategy and with a focus on risk management. More broadly,
the board is regularly updated on key talent indicators for the overall workforce, including diversity, recruiting and development
programs.
The board’s succession planning activities are ongoing
and strategic, and are supported by board committees and independent third-party consultants as needed. In addition, the CEO annually
provides an assessment to the board of senior
leaders and their potential to succeed at key senior management
positions. As a part of this process, potential leaders interact with board members through formal presentations and during informal
events.
We have also instituted a formal director engagement program
in which directors meet with individual Executive Leadership Team members, visit Company operations, participate in employee events
and receive in-depth subject matter updates outside of the regular board meeting process. These additional engagements encourage
the ongoing exchange of ideas and information between directors and management, facilitate the board’s oversight responsibilities,
and support succession planning efforts.
Meetings and Attendance
The board held seven meetings during 2020. Also during 2020,
the Audit Committee met eleven times, the Compensation Committee met seven times, the Nominating and Corporate Governance Committee
met five times and the Risk Committee met three times. The Executive Committee did not meet in 2020. Prior to board meetings,
the Board Chair and the board’s committee chairs work with management to determine and prepare agendas for the meetings.
Board meetings generally occur over two days. Board committees generally meet on the first day of the board meeting, followed
by the board meeting. The second day typically consists of reports from each committee chair to the full board, additional presentations
by internal
business leaders or others with expertise in various subject
matters, and an executive session consisting of only independent board members. The executive sessions are chaired by our Board
Chair.
All of our independent directors attended greater than 90% of
the total number of board and any committee meetings of which he or she was a member in 2020. Our directors are expected to attend
each annual meeting, and all directors who were then members of the board attended the 2020 Annual Meeting. The independent directors
met in executive session at all of the board meetings held in 2020.
Code of Business Conduct
We are committed to conducting our business in accordance with
the highest ethical principles. Our Code of Business Conduct is applicable to anyone who represents UPS, including our
directors, executive officers and all other employees and agents
of UPS. A copy of our Code of Business Conduct is available on our investor relations website at www.investors.ups.com.
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Conflicts of Interest and Related Person Transactions
Our Audit Committee is responsible for overseeing our Code of
Business Conduct, which includes policies regarding conflicts of interest. The Code requires employees and directors to avoid
conflicts of interest, defined as situations where the person’s private interests conflict, or may appear to conflict, with
the interests of UPS.
The board has adopted a related person transactions policy that
applies to any transaction or series of transactions in which: (1) the Company or any of its subsidiaries is a participant;
(2) any “related person” (executive officer, director, greater than 5% beneficial owner of the Company’s
common stock, or an immediate family member of any of the foregoing) has or will have a material direct or indirect interest;
and (3) the aggregate amount involved since the beginning of the Company’s last completed fiscal year will exceed or may
reasonably be expected to exceed $100,000.
The policy provides that related person transactions that may
arise during the year are subject to the Audit Committee’s approval or ratification. In determining whether to approve or
ratify a transaction, the Audit Committee will consider, among other factors it deems appropriate, whether the transaction is
on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstance,
the extent of the related person’s interest in the transaction, whether the transaction would impair independence of a
non-employee director and whether there is a business reason
for UPS to enter into the transaction. A copy of the policy is available on our investor relations website at www.investors.ups.com.
The Company did not engage in any related person transactions since January 1, 2020 that required disclosure in this Proxy Statement
or under the Company’s policy.
At least annually, each director and executive officer completes
a detailed questionnaire regarding any business relationships that may give rise to a conflict of interest, including transactions
where UPS is involved and where an executive officer, a director or a related person has a direct or indirect material interest.
We also review the Company’s financial systems and related person transactions to identify potential conflicts of interest.
The Nominating and Corporate Governance Committee reviews the information from the questionnaires and our financial systems and
makes recommendations to the Board of Directors regarding the independence of each board member. We have immaterial normal course
of business transactions and relationships with companies with which our directors are associated. The Nominating and Corporate
Governance Committee reviewed the transactions and relationships that occurred since January 1, 2020 and believes they were entered
into on terms that are both reasonable and competitive and did not affect director independence. Additional transactions and relationships
of this nature may be expected to take place in the ordinary course of business in the future.
Transactions in Company Stock
We prohibit our executive officers and directors from hedging
their ownership in UPS stock. Specifically, they are prohibited from purchasing or selling derivative securities relating to UPS
stock and from purchasing financial instruments that are designed to hedge or offset any decrease in the market value
of UPS securities. We also prohibit our executive officers and
directors from entering into pledges of UPS stock. Furthermore, our employees, officers, and directors are prohibited from engaging
in short sales of UPS stock.
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Shareowner Engagement
Responsiveness to Shareowners
Shareowner engagement is an essential aspect of corporate governance.
Our management team participates in numerous investor meetings throughout the year to discuss our business, our strategy and our
financial results. These meetings include in-person, telephone and webcast conferences, as well as key site visits. Our Investor
Relations team reports to the board periodically on these interactions as well as on investor sentiment.
During this proxy season, our management team contacted holders
of over 46% of our class B common stock to discuss Environmental Social and Governance (“ESG”) matters,
including our corporate governance policies and practices, our
sustainability efforts, our commitments to social justice and executive compensation matters. We also proactively correspond with
key investors throughout the year. We inform the board about our conversations with investors through reporting to the Compensation
Committee and the Nominating and Corporate Governance Committee. The Compensation Committee also annually engages an independent
compensation consultant to review executive compensation trends that may be important to our investors.
Communicating with our Board of Directors
Shareowners or other interested parties who wish to communicate
directly with our board, with our non-management directors as a group or any specific director, may do so by writing to the UPS
Corporate Secretary, 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328. Please specify to whom your letter should be directed.
After review by the Corporate Secretary,
appropriate communications will be promptly forwarded to the
addressee. Advertisements, solicitations for business, requests for employment, requests for contributions, matters that may be
better addressed by management or other inappropriate materials will not be forwarded.
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Political Contributions and Lobbying
Overview
Our responsible participation in the U.S. political process is
important to our success and the protection of shareowner value. We participate in this process in accordance with good corporate
governance practices. Our Political Contributions and Lobbying Policy (“policy”) is available at www.investors.ups.com.
The following discussion highlights our practices and procedures regarding political contributions and lobbying:
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• |
Our policy is overseen by the Nominating and Corporate Governance Committee; |
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Our policy restricts corporate political contributions; |
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• |
Any deviations from this restriction must be approved by the Nominating and
Corporate Governance Committee and reported in UPS’s semi-annual political contribution report; and |
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We offer certain eligible employees the opportunity to make political contributions through
a Company-sponsored political action committee, called the UPS Political Action Committee, or UPSPAC. UPSPAC is organized
and operated on a strictly voluntary, nonpartisan basis and is registered with the Federal Election Commission. |
Oversight and Processes
Political contributions are made in a legal, ethical and transparent
manner that we believe best represents the interests of our shareowners. All political and lobbying activities are conducted only
with the prior approval of our Public Affairs department and in accordance with the terms of our policy. Senior management works
with Public Affairs to focus our involvement at all levels of
government on furthering our business objectives and our goals
of protecting and enhancing shareowner value. The president of our Public Affairs department reviews all political and lobbying
activities and regularly reports to the board and to the Nominating and Corporate Governance Committee.
Lobbying and Trade Associations
Our Public Affairs department is responsible for coordinating
our lobbying activities, including engagements with federal, state, and local governments. UPS is a member of a variety of trade
associations and other tax exempt organizations that engage in lobbying.
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• |
Lobbying activities are conducted only with the prior approval of our Public
Affairs department, which works with senior management to focus on furthering our business objectives and our goal of protecting
and enhancing shareowner value. |
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• |
The Nominating and Corporate Governance Committee regularly reviews UPS’s
participation in trade associations and other tax exempt organizations that engage in lobbying to determine if our involvement
is consistent with specific UPS business objectives. |
We have comprehensive policies, practices and tracking mechanisms
to support and govern our lobbying activities. These mechanisms cover compliance with laws and regulations regarding the lobbying
of government officials, the duty to track and report lobbying activities, and the obligation to treat lobbying costs and expenses
as nondeductible for tax purposes.
Political Activity Transparency
We provide meaningful transparency with respect to our political
activities. We publish a semi-annual report, which is reviewed and approved by the Company’s Nominating and Corporate Governance
Committee disclosing the following information, which is available on our investor relations website at www. investors.ups.com:
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• |
Amounts and recipients of any federal and state political contributions made by us in the United States
(if any such expenditures are made); and |
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Payments to trade associations that receive $50,000 or more from us and that use a portion of the payment for political
contributions, as reported by the trade association to us. |
We also file a publicly available federal Lobbying Disclosure
Act Report each quarter, providing information on activities associated with influencing legislation through communications with
any member or employee of a legislative body or with any covered executive branch official. The report also provides disclosure
on expenditures for the quarter, describes the specific pieces of legislation that were the topic of communications, and identifies
the individuals who lobbied on behalf of UPS. UPS files similar periodic reports with state agencies reflecting state lobbying
activities which are also publicly available.
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Sustainability
We are the world’s largest package delivery company, a
leader in the U.S. less-than-truckload industry and a premier provider of global supply chain management solutions. We operate
one of the largest airlines in the world, as well as the world’s largest private fleet of alternative-powered vehicles.
We are a global leader in logistics, serving approximately 1.7 million shipping customers and 11.8 million delivery customers
each business day in over 220 countries and territories. Our success depends on economic stability, global trade and a society
that welcomes opportunity. We understand the importance of acting responsibly as a business, an employer and a corporate citizen.
Economic, environmental and social sustainability risks and opportunities
are considered as part of our comprehensive enterprise risk management program. The board regularly reviews the effectiveness
of our risk management and due diligence processes related to material sustainability topics. In addition, the board actively
considers these factors in connection with the board’s involvement in UPS’s strategic planning process. The board
delegates authority for day-to-day management of sustainability topics to management. Our chief sustainability officer reports
directly to the Company’s Chief Executive Officer and regularly reports to the board regarding sustainability strategies,
priorities, goals and performance. In addition, the board is regularly briefed on issues of concern for customers, unions, employees,
retirees and investors. Furthermore, the board oversees efforts of management to develop our values, strategies and policies related
to economic, environmental and social impacts.
Each year we publish a corporate sustainability report showcasing
the aspirations, achievements and challenges of our commitment to balancing the social, economic and environmental aspects of
our business. The report is reviewed by the board prior to publication. Below is a list of key goals outlined in our most recent
report:
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reduce by 12% absolute greenhouse gas (“GHG”) emissions across our global ground operations
by 2025; |
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source 25% of total electricity needs from renewable sources by 2025; |
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source 40% of ground fuel from low carbon or alternative fuels by 2025; |
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25% of annual vehicle purchases by 2020 will be alternative fuel and advanced technology vehicles (achieved on schedule); |
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improve our lost time injury frequency 1 percent by 2020 (not achieved on schedule); |
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reduce the number of vehicle accidents 3 percent by 2020 (achieved one year ahead of schedule); |
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increase total annual charitable contributions to $117 million by 2020 (achieved one year ahead of schedule); |
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complete 20 million hours of global volunteerism and community service by the end of 2020 (achieved one year ahead
of schedule); and |
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plant 15 million trees by 2020 (achieved one year ahead of schedule). |
For more information, please visit www.sustainability.ups.com.
Human Capital Management
Our success is also dependent upon our people, working together
with a common purpose. We have approximately 543,000 employees (excluding temporary seasonal employees), of which 458,000 are
in the U.S. and 85,000 are located internationally. Our global workforce includes approximately 93,000 management employees (43%
of whom are part-time) and 450,000 hourly employees (51% of whom are part-time).
We believe that UPS employees are among the most motivated, highest-performing
people in the industry and they provide a meaningful competitive advantage for us. We offer competitive benefits and pay, a range
of continuous training, talent development and promotional opportunities.
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Oversight and management
We believe in creating an inclusive and equitable environment
that represents a broad spectrum of backgrounds, cultures and stakeholders. By leveraging diverse perspectives and creating inclusive
environments, we can improve organizational effectiveness, cultivate innovation, and drive growth.
Our Board of Directors and Board committees provide oversight
on human capital matters through a variety of methods and processes. These include regular updates and discussion around human
capital transformation efforts, technology initiatives impacting the workforce, health and safety matters, employee survey results
related to culture and other matters, hiring and retention, employee demographics, labor relations and contract
negotiations, compensation and benefits, succession planning
and employee training initiatives. We believe the board’s oversight of these matters helps identify and mitigate exposure
to labor and human capital management risks, and is part of the broader framework that guides how we attract, retain and develop
a workforce that aligns with our values and strategies.
In addition, in 2020, we created the role of Chief Diversity,
Equity and Inclusion Officer, a new position on the Company’s Executive Leadership Team, reporting directly to our CEO.
The creation of this role is a significant step forward for UPS to build a more inclusive and equitable environment.
Total rewards
We offer competitive compensation and benefits. In addition,
our long history of employee stock ownership aligns the interests of our management team with shareholders. In the U.S., benefits
provided to our non-union employees typically include:
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comprehensive health insurance coverage; |
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life insurance; |
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short- and long-term disability coverage; |
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child/elder care spending accounts; |
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work-life balance programs; |
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an employee assistance program; and |
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a discounted employee stock purchase plan. |
We invest in our people by offering a range of other benefits,
such as paid time off, retirement plans, and education assistance. In the U.S., these other benefits are generally provided to
non-union employees without regard to full-time or part-time status.
Transformation and human capital
As we expand and enter new markets, and seek to capture new opportunities
and pursue growth, we need employees to grow and innovate along with us. We believe that transforming the UPS employee experience
is foundational to our success. This requires a thoughtful balance between the culture we have cultivated over the years and the
new perspectives we need to take the business into the future.
We are investing in capabilities that will transform our business,
including investments in employee opportunities to support growth. Additionally, we are investing in training for 40,000 management
employees on professionalism and performance as well as unconscious bias, diversity and inclusion to ensure our actions match
our values.
Employee health and safety
We are committed to industry-leading employee health, safety,
and wellness programs across our growing workforce. We develop a culture of health and safety by:
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investing in safety training and audits; |
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promoting wellness practices which mitigate risk; and |
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offering benefits that keep employees safe in the workplace and beyond. |
Our local health and safety committees coach employees on UPS’s
safety processes and are able to share best practices across work groups. Our safety methods and procedures are increasingly focused
on the variables associated with residential delivery environments, which have become more common with the growth in e-commerce.
We monitor our performance in this area through various measurable targets including lost time injury frequency and the number
of recorded auto accidents.
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Collective bargaining
More than three-quarters of our U.S. employees are represented
by unions, primarily those employees handling or transporting packages. In addition, approximately 3,000 of our pilots are represented
by the Independent Pilots Association. Throughout our global operations, we work with many other unions, associations, and work
councils.
We bargain in good faith with the unions that represent our employees.
We frequently engage union leaders at the national level and at local chapters throughout the United States. We participate in
works councils and associations outside the U.S., which allows us to respond to emerging regional issues abroad. This work helps
our operations to build and maintain productive relationships with our employees.
Corporate Governance Guidelines and Committee
Charters
Our Corporate Governance Guidelines and the charters for each
of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee are available
on our investor relations website at www.investors.ups.com. Each committee reviews its charter annually to determine if any changes
are needed. In addition, the Nominating and Corporate Governance Committee reviews our
Corporate Governance Guidelines annually and recommends any changes
to the board for approval. When considering changes to our committee charters or Corporate Governance Guidelines, we take into
account current governance trends and best practices, changes in regulatory requirements, advice from outside sources and input
from stakeholders.
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Our Board of Directors
Proposal 1 — Director Elections
What am I voting on? Shareowners are being asked to elect each of the
13 director nominees named in this Proxy Statement to hold office until the 2022 Annual Meeting and until their respective successors
are elected and qualified.
Voting Recommendation: Our Board of Directors recommends that shareowners
vote FOR the election of each nominee.
Vote Required: A director will be elected if the number of votes cast
for that director exceeds the number of votes against that director.
The board has nominated the persons named below for election
as directors at the Annual Meeting. As previously noted, Rudy Markham and Sandy Randt are not standing for reelection because they
have reached the Board’s retirement age. We thank Rudy and Sandy for their board service and for their significant contributions
to UPS.
If elected, all nominees will serve until the next Annual
Meeting and until their respective successors are elected and qualified. All nominees, other than Eva Boratto, Wayne Hewett, Angela
Hwang, Kate Johnson and Russell Stokes, were elected by shareowners at our last Annual Meeting. These five nominees were identified
as director candidates by members of management and by the Nominating and Corporate Governance Committee’s independent director
search firm. This search firm also evaluated each candidate’s qualifications and backgrounds to determine if the individual
would be an appropriate addition to the board.
If any nominee is unable to serve as a director, which
we do not anticipate, the board may reduce the number of directors that serve on the board or choose a substitute nominee. Any
nominee who is currently a director, and for whom more votes are cast against than are cast for, must offer to resign from the
board.
Biographical information about the director nominees
appears below, including information about the experience, qualifications, attributes and skills considered by our Nominating and
Corporate Governance Committee and board in determining that the nominee should serve as a director. For additional information
about how we identify and evaluate nominees for director, see “Corporate Governance — Selecting Director Nominees”
on page 11.
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Carol B. Tomé
UPS Chief Executive Officer
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Age: 64
Director since 2003
Skills and Experience
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CEO experience |
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CFO experience |
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Consumer retail |
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Digital technology |
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Risk and compliance |
Board Committee
Career
Carol was appointed UPS’s Chief Executive
Officer effective June 1, 2020. As CEO, Carol has primary responsibility for managing the Company’s day-to-day operations,
and for developing and communicating our strategy. She was Chief Financial Officer of The Home Depot, Inc., one of the world’s
largest retailers, from 2001, and Executive Vice President – Corporate Services from 2007, until her retirement in 2019.
At The Home Depot, she provided leadership in the areas of real estate, financial services and strategic business development.
Her corporate finance duties included financial reporting and operations, financial planning and analysis, internal audit, investor
relations, treasury and tax. She previously served as Senior Vice President — Finance and Accounting / Treasurer from 2000
until 2001, and from 1995 until 2000, she served as Vice President and Treasurer.
Carol served on the Boards of Directors
of Cisco Systems, Inc. and Verizon Communications, Inc. until March 2020. She also served as a Trustee of certain Fidelity funds
in 2017.
Reasons for election to the UPS Board
Carol has a thorough understanding of our
strategies and operations as a result of serving as Chief Executive Officer, and from her extensive experience gained from serving
on the board and as Chair of the Audit Committee prior to becoming Chief Executive Officer. She has an in-depth knowledge of logistics
and has broad experience in corporate finance and risk and compliance gained throughout her career at The Home Depot. She brings
the experience of having served as Chief Financial Officer of a complex, multi-national business with a large, labor intensive
workforce. Carol also has experience with strategic business development, including e-commerce
strategy.
|
Rodney C. Adkins
Former Senior Vice President, International Business Machines Corporation |
Age: 62
Director since 2013
Skills and Experience
- |
Digital technology |
- |
Supply chain management |
- |
Risk and compliance |
- |
Technology and technology strategy |
Other Public Company Boards
- |
Avnet, Inc. |
- |
PayPal Holdings, Inc. |
- |
W.W. Grainger, Inc. |
Board Committees
- |
Risk (Chair) |
- |
Compensation |
Career
Rod is President of 3RAM Group LLC, a
private company specializing in capital investments, business consulting and property management services. Rod previously
served as IBM’s Senior Vice President of Corporate Strategy from 2013 until his retirement in 2014. During his tenure
at IBM, Rod was Senior Vice President, Systems and Technology Group, a position he held since 2009, and Senior Vice President
of STG Development and Manufacturing, a position he held since 2007. In his over 30-year career with IBM, a multinational
technology company, Rod held a number of other development and management roles, including general management positions for
the PC Company, UNIX Systems and Pervasive Computing.
Rod currently serves as non-executive Chairman
of Avnet, Inc., in addition to serving on the Boards of Directors of PayPal Holdings, Inc. and W.W. Grainger, Inc. He also served
on the Boards of Directors of Pitney Bowes, Inc. until 2013 and PPL Corporation until 2019.
Reasons for election to the UPS Board
As a senior executive of a public technology
company, Rod gained a broad range of experience, including experience in emerging technologies and services, global business operations,
and supply chain management. He is a recognized leader in technology and technology strategy. In addition, Rod has experience
serving as a director of other publicly traded companies.
24 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
|
Eva C. Boratto
Executive Vice President and Chief Financial
Officer, CVS Health Corporation
|
Age: 54
Director since 2020
Skills and Experience
- |
CFO experience |
- |
Consumer retail |
- |
Healthcare |
- |
Risk and compliance |
Board Committee
Career
Since 2018, Eva has served as Executive
Vice President and Chief Financial Officer for CVS Health Corporation, a diversified health services company. In this role, Eva
is responsible for all aspects of the company’s financial strategy and operations, including accounting and financial reporting,
investor relations, mergers and acquisitions, treasury and capital planning, investments, risk management, tax, budgeting and
planning, and procurement.
Prior to her current role, from 2017 to 2018, Eva was Executive Vice President, Controller and Chief
Accounting Officer for CVS Health. She served as Senior Vice President and Chief Accounting Officer of CVS Health from 2013 to
2017. Eva joined the company in 2010 and served as Senior Vice President for pharmacy benefit management finance until 2013.
Reasons for election to the UPS Board
Eva has extensive experience in corporate
finance gained throughout her career at CVS Health. She also brings the experience of having served as Chief Financial Officer
of a complex healthcare business with a large workforce and extensive retail presence, including deep knowledge of financial reporting
and accounting standards. Eva also has experience with strategic risk management and provides significant expertise in healthcare
matters.
|
Michael J. Burns
Former Chairman, Chief Executive Officer and
President, Dana Incorporated
|
Age: 69
Director since 2005
Skills and Experience
- |
CEO experience |
- |
Global perspective, international |
- |
Operations |
- |
Technology and technology strategy |
Board Committee
Career
Mike was the Chairman, President and Chief
Executive Officer of Dana Incorporated, a global manufacturer of technology driveline, sealing and thermal-management products,
from 2004 until his retirement in 2008. He joined Dana Incorporated in 2004 after 34 years with General Motors Company. During
his tenure at General Motors, Mike held various positions of increasing responsibility, including serving as President of General
Motors Europe AG from 1998 to 2004.
Reasons for election to the UPS Board
Mike has years of senior leadership experience
gained while managing large, complex businesses and leading an international organization that operated in a highly competitive
industry. He also has experience in design, engineering, manufacturing, and sales and distribution. Mike
also brings deep knowledge of technology and the supply of components
and services to major vehicle manufacturers.
|
25 |
Table of Contents
|
Wayne M. Hewett
Senior Advisor to Permira, and Chairman of DiversiTech Corporation and
Cambrex Corporation
|
Age: 56
Director since 2020
Skills and Experience
- |
CEO experience |
- |
Global perspective, international |
- |
Healthcare |
- |
Operations |
- |
Supply chain management |
Other Public Company Boards |
- |
The Home Depot, Inc. |
- |
Wells Fargo, Inc. |
Board Committee
Career
Since 2018, Wayne has served as a senior
advisor to Permira, a global private equity firm, and as Non-Executive Chairman of DiversiTech Corporation, a manufacturer and
supplier of HVAC equipment and a portfolio company of the Permira Funds. In addition, since 2020, Wayne has served as Non-Executive
Chairman of Cambrex Corporation, a leading contract developer and manufacturer of active pharmaceutical ingredients and a portfolio
company of Permira Funds.
From 2015 to 2017, Wayne served as Chief
Executive Officer, and as a member of the Board of Directors, of Klöckner Pentaplast Group, a leading supplier of plastic
films for pharmaceutical, medical devices, food and other specialty applications. He also served as President, and as a member
of the Board of Directors, of Platform Specialty Products during 2015, and as President, Chief Executive Officer, and as a member
of the Board of Directors of Arysta LifeScience Corporation from 2010 to 2015. Arysta was acquired in 2015 by Platform Specialty
Products Corporation.
Prior to joining Arysta, he served as a
senior consultant to GenNx360, a private equity firm focused on sponsoring buyouts of middle market companies. He also spent over
two decades at General Electric Company, serving in a variety of executive roles.
Wayne currently serves on the Board of Directors
of The Home Depot, Inc. and Wells Fargo, Inc.
Reasons for election to the UPS Board
Wayne has extensive experience in general
management, finance, supply chain, operational and international matters gained through serving in various executive roles. He
has significant experience executing company-wide initiatives across large organizations, developing proprietary products, optimizing
supply chains, and using emerging technologies to provide new products and services. He brings insights on business operations
and risk management through his senior management roles. In addition, Wayne has valuable experience serving as a director of other
publicly traded companies.
26 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
|
Angela Hwang
Group President, Pfizer Biopharmaceuticals
Group, Pfizer, Inc.
|
Age: 55
Director since 2020
Skills and Experience
- |
Global perspective, international |
- |
Healthcare |
- |
Operations |
- |
Supply chain management |
Board Committee
Career
Angela is a member of Pfizer, Inc.’s
Executive Team and is Group President of the Pfizer Biopharmaceuticals Group, a position she has held since 2019 and which comprises
80% of Pfizer’s revenues. Her organization of 26,000 colleagues is responsible for bringing over 600 innovative medicines
and products to patients. In this role, Angela leads seven commercial business units, reaching patients in more than 125 countries.
Angela has been with Pfizer since 1997, working across all geographies and therapeutic areas.
Prior to her current role, during 2018 she
served as Group President, Pfizer Essential Health, and from 2016 to 2018 she was Global President Pfizer Inflammation and Immunology.
Angela has served in various roles with increasing responsibility, including senior roles in Pfizer Vaccines, Primary Care, and
Emerging Markets.
In addition to UPS, Angela sits on the boards
of EFPIA (European Federation of Pharmaceutical Industries and Associations), as well as the Pfizer Foundation, a charitable organization
that addresses global health challenges.
Reasons for election to the UPS Board
Angela has significant expertise in the
healthcare sector and in managing large complex businesses, including supply chain management and logistics. She also has experience
in emerging markets gained through her work across many geographies. Angela is also a strong advocate for women’s leadership
and sustainable global health equity.
|
Kate E. Johnson
Corporate Vice President and President, Microsoft U.S., Microsoft Corporation
|
Age: 53
Director since 2020
Skills and Experience
- |
Consumer retail |
- |
Human capital management |
- |
Digital technology |
- |
Operations |
- |
Sales and marketing |
- |
Small and medium sized businesses |
- |
Technology and technology strategy |
Board Committees
- |
Nominating and Corporate Governance |
- |
Risk |
Career
Since 2017, Kate has served as Corporate
Vice President and President, Microsoft U.S., a division of Microsoft Corporation, a global technology company. She has responsibility
for all of Microsoft’s activities in the U.S., including growing the company’s solutions, services and support revenues.
She’s focused on driving transformation with Microsoft’s largest sales subsidiary, leading a 9,500 + person field
team.
Prior to Microsoft, she held various senior
positions with GE, including Executive Vice President and Chief Commercial Officer GE Digital, from 2016 to 2017; Chief Executive
Officer GE Intelligent Platforms Software from 2015 to 2016; and Vice President and Chief Commercial Officer, from 2013 to 2015.
Prior to GE, she held various senior leadership
roles at Oracle and various roles with increasing responsibilities at Red Hat, US Bancorp Investments and Deloitte Consulting.
Reasons for election to the UPS Board
Kate has significant experience leading
businesses within large companies undergoing transformation, large systems companies, and high growth
disruptors. She brings a strong commercial orientation, strategic experience
and technical acumen.
|
27 |
Table of Contents
|
William R. Johnson
UPS Board Chair
Former Chairman, President and Chief Executive
Officer, H.J. Heinz Company
|
Age: 72
Director since 2009
- |
Board Chair since 2020 |
- |
Lead Director 2016 – 2020 |
Skills and Experience
- |
CEO experience |
- |
Consumer retail |
- |
Global perspective, international |
- |
Human capital management |
- |
Operations |
- |
Sales and marketing |
- |
Supply chain management |
Board Committees
- |
Nominating and Corporate Governance (Chair) |
- |
Executive |
Career
Bill currently serves as UPS’s Board
Chair, and previously served as Chairman, President and Chief Executive Officer of H.J. Heinz Company, a global packaged foods
manufacturer, from 2000 until his retirement in 2013. He became President and Chief Operating Officer of H.J. Heinz in 1996, and
assumed the position of President and Chief Executive Officer in 1998.
Bill served on the Boards of Directors of
Education Management Corporation until 2014, Emerson Electric Company until 2017, H.J. Heinz until 2013 and PepsiCo, Inc. until
2020.
Reasons for election to the UPS Board
Bill has significant senior management experience
gained through over 13 years of service as the Chairman and Chief Executive Officer of H.J. Heinz, a corporation with significant
international operations and a large, labor intensive workforce. He also has deep experience in operations, marketing, brand development
and logistics. He served as our lead independent director from 2016 to 2020, and he has served as our independent Board Chair
since 2020, during which time he has gained significant knowledge and
expertise about our board functions, operations,
business and strategy.
|
Ann M. Livermore
Former Executive Vice President, Hewlett Packard
Company
|
Age: 62
Director since 1997
Skills and Experience
- |
Digital technology |
- |
Sales and marketing |
- |
Small and medium sized businesses |
- |
Technology and technology strategy |
Other Public Company Boards
- |
Hewlett Packard Enterprise Company |
- |
Qualcomm Incorporated |
Board Committees
- |
Compensation (Chair) |
- |
Risk |
- |
Executive |
Career
Ann was Executive Vice President of the
HP Enterprise Business at Hewlett Packard Company, one of the world’s largest information technology companies, until her
retirement in 2011. Ann joined HP in 1982 and held a variety of management positions in marketing, sales, research and development,
and business management before being elected a corporate vice president in 1995.
Ann serves on the Boards of Directors of
Hewlett Packard Enterprise Company, Qualcomm Incorporated, D2iQ (formerly Mesosphere, Inc.), a private software company, and Plenty
Inc., a private vertical farming company. She served on the Board of Directors of Hewlett Packard Company until 2015. Ann is also
a lecturer at the Stanford Graduate School of Business.
Reasons for election to the UPS Board
Ann has extensive operational experience
from her senior leadership positions at HP. This includes leading a complex global business organization with a large workforce.
Through her 29 years at HP, she gained knowledge and experience in technology, marketing, sales, research and development
and business management, which she is able to
leverage as a member of our board.
28 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
|
Franck J. Moison
Former Vice Chairman, Colgate-Palmolive Company
|
Age: 67
Director since 2017
Skills and Experience
- |
Consumer retail |
- |
Geopolitical risk |
- |
Global perspective, international |
- |
Operations |
- |
Sales and marketing |
- |
Supply chain management |
Other Public Company Boards
Board Committees
- |
Nominating and Corporate Governance |
- |
Risk |
Career
Franck was Vice Chairman for the Colgate-Palmolive
Company, a global consumer products company, a position he held from 2016 until his retirement in 2018. He led Colgate-Palmolive’s
operations in Asia, South Pacific and Latin America, and he also led Global Business Development. Previously, he was Chief Operating
Officer of Emerging Markets from 2010 until 2016, and he was given additional responsibility for Business Development in 2013.
Beginning in 1978, Franck served in various management positions with Colgate-Palmolive, including President, Global Marketing,
Global Supply Chain & R&D from 2007 to 2010, and President, Western Europe, Central Europe and South Pacific from
2005 to 2007.
He serves on the Boards of Directors of
Hanes Brands, Inc., Somalogic (a private biotech company), and on the Board of Ses-Imagotag in France. He is a director of the
French American Foundation, is Chairman of the International Advisory Board of the EDHEC Business School (Paris, London, Singapore)
and is a member of the International Board of the McDonough School of Business at Georgetown University. He served on the Board
of Directors of H.J. Heinz until 2013.
Reasons for election to the UPS Board
Franck has extensive experience as a senior
executive at a large organization engaged in international business. He is a leader in consumer product innovation, strategic
marketing, acquisitions, and emerging market business development. He is a highly accomplished marketing and operating executive
in the global consumer products
industry. In addition, Franck has experience serving as a director
of other
publicly traded companies.
|
Christiana Smith Shi
Former President of Direct-to-Consumer, Nike,
Inc.
|
Age: 61
Director since 2018
Skills and Experience
- |
Consumer retail |
- |
Digital technology |
- |
Global perspective, international |
- |
Operations |
- |
Sales and marketing |
- |
Supply chain management |
Other Public Company Boards
- |
Mondelēz International, Inc. |
Board Committees
Career
Christiana is the founder and currently
principal at Lovejoy Advisors, LLC, an advisory services firm that assists clients with digitally transforming consumer and retail
businesses. She was the President, Direct-to-Consumer, for Nike, Inc., a global apparel company, from 2013 until 2016. From 2012
through 2013, she was Nike’s Vice President and General Manager, Global Digital Commerce. She joined Nike in 2010 as Vice
President and Chief Operating Officer, Global Direct-to-Consumer. Prior to joining Nike, Christiana spent 24 years at global management
consulting firm McKinsey & Company, the last 10 as a senior partner. She began her career at Merrill Lynch &
Company in 1981 and served in various trading, institutional sales and investment banking roles.
Christiana
also serves on the Board of Directors of Mondelēz International,
Inc. She served on the Boards of Directors of West Marine, Inc.
until 2017 and Williams-Sonoma, Inc. until 2019.
Reasons for election to the UPS Board
Christiana
has substantial experience in digital commerce, global retail operations
and helping companies with transformative change. She also has
strong supply chain and cost management expertise in the global consumer
industry. She gained experience advising senior executives at
consumer companies across North America, Europe, Latin America and
Asia on leadership and strategy. Christiana also has extensive public company
board experience.
|
29 |
Table of Contents
|
Russell Stokes
Senior Vice President, General Electric Company,
President and Chief Executive Officer, GE Aviation Services, and Chairman GE Power Portfolio
|
Age: 49
Director since 2020
Skills and Experience
- |
Human capital management |
- |
Operations |
- |
Risk and compliance |
- |
Sales and marketing |
- |
Small and medium sized businesses |
- |
Technology and technology strategy |
Board Committees
- |
Compensation |
- |
Nominating and Corporate Governance |
Career
Since 2020, Russell has served as Senior
Vice President of GE, and President and Chief Executive Officer of GE Aviation Services. Russell leads GE’s Aviation Services
commercial growth, operating performance and customer experience across its global Overhaul and Repair footprint. Along with this
role, Russell is also the Chairman of GE Power Portfolio. A 24-year GE veteran, prior to these roles, Russell was president and
CEO of GE Power Portfolio from 2019 to 2020, GE Power from 2017 to 2019, GE Energy Connections from 2015 to 2017, and GE Transportation
from 2013 to 2015. He has held other senior roles at GE Transportation and GE Aviation. Russell joined GE in 1997 as part of GE’s
Financial Management Program. He is active in a number of Atlanta community-based organizations and is the former Chairman of
the Metro Atlanta Chamber of Commerce.
Reasons for election to the UPS Board
During his more than 23 year career at GE,
Russell has gained deep finance and operating experience through navigating multiple industries, business segments, and market
cycles. He has extensive experience in transforming businesses by moving complex business issues into focused, targeted actions
for improvement. He has experience in developing solutions and technology required to ensure successful implementation
of the business strategy.
|
Kevin Warsh
Former Member of the Board of Governors of
the Federal Reserve System, Distinguished Visiting Fellow, Hoover Institution, Stanford University
|
Age: 50
Director since 2012
Skills and Experience
- |
Geopolitical risk |
- |
Government and regulatory |
- |
Global perspective, international |
Other Public Company Boards
Board Committees
- |
Compensation |
- |
Nominating and Corporate Governance |
Career
Kevin currently serves as the Shepard Family
Distinguished Visiting Fellow in Economics at Stanford University’s Hoover Institution, a public policy think tank, and
a Dean’s Visiting Scholar and lecturer at Stanford’s Graduate School of Business. He was a member of the Board of
Governors of the Federal Reserve from 2006 until 2011. In addition, Kevin provides strategic advisory services to a range of businesses.
From 2002 until 2006, Kevin served at the White House as President George W. Bush’s special assistant for economic policy
and as executive secretary of the National Economic Council.
Kevin was previously employed by Morgan
Stanley & Co. in New York, becoming vice president and executive director of that company’s Mergers and Acquisitions
department. He also serves on the Board of Directors of Coupang, Inc.
Reasons for election to the UPS Board
Kevin has extensive experience in understanding
and analyzing the economic environment, the financial marketplace and monetary policy. He has a deep understanding of the global
economic and business environment. Kevin also brings the experience of working in the private sector for a leading investment
bank gained during his tenure at Morgan
Stanley & Co.
30 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Committees of the Board of Directors
The board has four committees composed entirely of directors meeting the NYSE’s
and our director independence requirements: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance
Committee, and the Risk Committee. Information about each of these committees is provided below. The board also has an Executive
Committee
that may exercise all powers of the Board of Directors in the management of
our business and affairs, except for those powers expressly reserved to the board under Delaware law or otherwise limited by the
board. Carol Tomé is the Chair, and Ann Livermore and Bill Johnson also serve on the Executive Committee. The Executive
Committee did not hold any meetings during 2020.
Audit Committee(1) |
|
Compensation Committee(2) |
|
Nominating and Corporate
Governance Committee |
|
Risk Committee |
Rudy Markham, Chair |
|
Ann Livermore, Chair |
|
William Johnson, Chair |
|
Rodney Adkins, Chair |
Eva Boratto |
|
Rodney Adkins |
|
Kate Johnson |
|
Kate Johnson |
Michael Burns |
|
Clark Randt, Jr. |
|
Franck Moison |
|
Ann Livermore |
Wayne Hewett |
|
Christiana Smith Shi |
|
Clark Randt, Jr. |
|
Franck Moison |
Angela Hwang |
|
Russell Stokes |
|
Russell Stokes |
|
Christiana Smith Shi |
|
|
Kevin Warsh |
|
Kevin Warsh |
|
|
|
|
|
|
|
|
|
Meetings in 2020: 11 |
|
Meetings in 2020: 7 |
|
Meetings in 2020: 5 |
|
Meetings in 2020: 3 |
Primary Responsibilities |
|
Primary Responsibilities |
|
Primary Responsibilities |
|
Primary Responsibilities |
• Assisting the board in discharging its responsibilities
relating to our accounting, reporting and financial practices
• Overseeing our accounting and financial reporting
processes
• Overseeing the integrity of our financial statements,
our systems of disclosure controls and internal controls and our compliance with legal and regulatory requirements
• Overseeing the performance of our internal audit
function
• Overseeing the engagement and performance of our
independent accountants
• Overseeing compliance with legal and regulatory
requirements as well as the Company’s Code of Business Conduct
• Discussing with management policies with respect
to financial risk assessment
|
|
• Assisting the board in discharging its responsibilities
with respect to compensation of our senior executive officers
• Reviewing and approving corporate goals and objectives
relevant to the compensation of our Chief Executive Officer
• Evaluating the Chief Executive Officer’s
performance and establishing compensation based on this evaluation
• Reviewing and approving the compensation of other
executive officers
• Overseeing the evaluation of risk associated with
the Company’s total compensation strategy and compensation programs
• Overseeing any outside consultants retained to
advise the Committee
• Recommending to the board the compensation to
be paid to non-management directors
|
|
• Addressing succession planning
• Assisting the board in identifying and screening
qualified director candidates, including shareowner submitted candidates
• Recommending candidates for election or reelection
to the board or to fill vacancies on the board
• Aiding in attracting qualified candidates to serve
on the board
• Recommending corporate governance principles,
including the structure, composition and functioning of the board and all board committees, the delegation of authority
to subcommittees, board oversight of management actions and reporting duties of management
|
|
• Overseeing management’s identification and
evaluation of enterprise risks
• Overseeing and reviewing with management our risk
governance framework
• Overseeing risk identification, risk tolerance,
risk assessment and management practices for strategic enterprise risks
• Reviewing approaches to risk assessment and mitigation
strategies in coordination with the board and other board committees
• Communicating with the Audit Committee to enable
the Audit Committee to perform its statutory, regulatory, and other responsibilities with respect to oversight of risk
assessment and risk management
|
|
|
(1) |
All members of the Audit Committee have been designated
by the Board of Directors as audit committee financial experts. Each member of our Audit Committee meets the independence
requirements of the NYSE and Securities and Exchange Commission (“SEC”) rules and regulations applicable to audit
committee members, and each is financially literate. |
(2) |
Each member of our Compensation Committee meets the NYSE’s independence
requirements applicable to compensation committee members. In addition, each member is a non-employee director as required
by Rule 16b-3 under the Securities Exchange Act of 1934. None of the members of the Compensation Committee is or was during
2020 an employee or former employee of UPS, and none had any direct or indirect material interest in or relationship with
UPS outside of his or her position as a non-employee director. Compensation Committee Interlocks and Insider Participation:
None of our executive officers serves or served during 2020 as a member of a board of directors or compensation committee
of any entity that has one or more executive officers who serve on our Board of Directors or Compensation Committee. |
|
31 |
Table of Contents
Director Compensation
We compensate our non-employee directors with a mix of
cash and equity. Equity compensation links director pay to the value of Company stock and aligns the interests of directors more
closely with those of long-term shareowners. Our CEO does not receive any compensation for service as a director. Directors are
also reimbursed for their expenses related to board membership.
The Compensation Committee of the Board of Directors
conducts a review of director compensation generally every other year to ensure the program structure is consistent with best practices
and current trends. The Compensation Committee engages its independent compensation consultant, Frederic W. Cook & Co.,
Inc. (“FW Cook”), to provide advice on the competitiveness of the Company’s non-employee director compensation
program and recommends changes to ensure compensation remains market competitive. During the Compensation Committee’s most
recent review of director compensation in 2019, it was determined that total board compensation was below our peer group median.
Based on that review, our board increased non-employee
director compensation for the first time in three years as follows: an annual cash retainer of $110,000, and an annual restricted
stock unit (“RSU”) award of $175,000. The Board of Directors also increased the annual retainer paid to the independent
lead director to $35,000. The chairs of the Compensation, Nominating and Corporate Governance and Risk Committees receive an additional
annual cash retainer of $20,000, and the Chair of the Audit Committee receives an additional annual cash retainer of $25,000.
In connection with the CEO transition, the board designated
Bill Johnson to assume the role of independent Chairman, effective October 1, 2020. Based on the recommendation of FW Cook and
taking into account, among other things, benchmarking data and expected commitment, the Compensation Committee recommended and
our board approved the following additional payments for the independent Chair: annual cash retainer of $160,000 and an annual
RSU award of $70,000. These payments replaced any payments Bill Johnson received for serving as independent lead director.
Cash retainers are paid on a quarterly basis. Non-employee
directors may defer retainer fees by participating in the UPS Deferred Compensation Plan, but we do not make any contributions
to this plan. There are no preferential or above-market earnings in the UPS Deferred Compensation Plan. RSUs are fully vested on
the date of grant and are required to be held by the director until he or she separates from the board, at which time the RSUs
convert to shares of class A common stock. Dividends earned on shares subject to director RSUs are deemed reinvested in additional
units at each dividend payable date and are subject to the same terms as the original grant. This holding period increases the
strength of the alignment of directors’ interests with those of our long-term shareowners.
32 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Director Compensation
The following tables set forth the cash compensation paid to individuals who
served as non-employee directors in 2020 and the aggregate value of stock awards granted to those persons in 2020, as well as outstanding
director equity awards held as of December 31, 2020.
2020 Director Compensation |
Name |
|
Fees
Earned or
Paid in
Cash($) |
|
Stock
Awards($)(1) |
|
Total($) |
Rodney C. Adkins(2) |
|
130,000 |
|
174,945 |
|
304,945 |
Eva Boratto(3) |
|
27,500 |
|
131,207 |
|
158,707 |
Michael J. Burns |
|
110,000 |
|
174,945 |
|
284,945 |
Wayne Hewett(3) |
|
27,500 |
|
131,207 |
|
158,707 |
Angela Hwang(3) |
|
55,000 |
|
131,279 |
|
186,279 |
Kate Johnson(3) |
|
— |
|
87,462 |
|
87,462 |
William R. Johnson(2)(4) |
|
196,250 |
|
215,769 |
|
412,019 |
Ann M. Livermore(2) |
|
130,000 |
|
174,945 |
|
304,945 |
Rudy H.P. Markham(5) |
|
128,750 |
|
174,945 |
|
303,695 |
Franck J. Moison |
|
110,000 |
|
174,945 |
|
284,945 |
Clark T. Randt, Jr. |
|
110,000 |
|
174,945 |
|
284,945 |
Christiana Smith Shi |
|
110,000 |
|
174,945 |
|
284,945 |
John T. Stankey |
|
110,000 |
|
174,945 |
|
284,945 |
Russell Stokes(3) |
|
— |
|
87,462 |
|
87,462 |
Carol B. Tomé(6) |
|
61,250 |
|
— |
|
61,250 |
Kevin Warsh |
|
110,000 |
|
174,945 |
|
284,945 |
Outstanding
Director Stock Awards
(as of December 31, 2020) |
|
|
Stock
Awards |
|
|
|
Name |
|
Restricted
Stock
Units (#) |
|
Phantom
Stock
Units (#) |
Rodney C. Adkins |
|
15,389 |
|
— |
Eva Boratto |
|
836 |
|
— |
Michael J. Burns |
|
26,606 |
|
— |
Wayne Hewett |
|
836 |
|
— |
Angela Hwang |
|
1,168 |
|
— |
Kate Johnson |
|
538 |
|
— |
William R. Johnson |
|
27,946 |
|
— |
Ann M. Livermore |
|
26,606 |
|
2,937 |
Rudy H.P. Markham |
|
26,606 |
|
— |
Franck J. Moison |
|
7,676 |
|
— |
Clark T. Randt, Jr. |
|
22,622 |
|
— |
Christiana Smith Shi |
|
5,855 |
|
— |
John T. Stankey(7) |
|
— |
|
— |
Russell Stokes |
|
538 |
|
— |
Carol B. Tomé(8) |
|
24,656 |
|
1,311 |
Kevin Warsh |
|
17,379 |
|
— |
(1) |
The values of stock awards in this column represent the grant date fair value
of RSUs granted in 2020, computed in accordance with FASB ASC Topic 718. Information about the assumptions used to value these
awards can be found in Note 13 “Stock-Based Compensation” in our 2020 Annual Report on Form 10-K. RSUs are fully
vested on the date of grant, and will be paid in shares of class A common stock following the director’s separation
from service from UPS. |
|
|
(2) |
Includes compensation for committee chair service. |
|
|
(3) |
Received a prorated 2020 RSU award based on date appointed to the board. |
|
|
(4) |
Includes compensation for lead independent director service from January 1, 2020 to September
30, 2020, and compensation for independent board chair service from October 1, 2020. |
|
|
(5) |
Includes compensation for Audit Committee chair service from March 11, 2020. |
|
|
(6) |
Includes compensation for independent director service and Audit Committee chair service from
January 1, 2020 through March 11, 2020, after which time she was removed from the Audit Committee and no longer considered
an independent director. |
|
|
(7) |
All outstanding stock awards vested following retirement from the board in November 2020. |
|
|
(8) |
Only includes outstanding stock awards that were granted while serving as an independent director. |
|
33 |
Table of Contents
Executive Compensation
Compensation Committee Report
The Compensation Committee (as used in
this Executive Compensation section, the “Committee”) is responsible for setting the principles that guide compensation
decision-making, establishing the performance goals under our executive compensation plans and programs, and approving compensation
for the executive officers.
We are focused on maintaining an executive
compensation program that supports the long-term interests of the Company’s shareowners. We align the interests of our executives
with those of all of our shareowners by linking a significant portion of executive compensation to Company performance and shareowner
returns. The Company’s programs are also designed to attract, retain and motivate executives who make substantial contributions
to the Company’s performance by allowing them to share in the Company’s success.
Our significant efforts in the past year
included designing compensation arrangements supporting the Company’s CEO transition, the appointment of a non-executive
independent Board Chair, new appointments to the Executive Leadership Team, and Executive Leadership Team retirements, as well
as developing and implementing an appropriate executive compensation structure and performance goals in the midst of a global
pandemic. The Committee’s compensation framework,
with the support of our independent compensation
consultant, enabled us to successfully navigate these challenges consistent with our compensation principles.
The Committee has reviewed the Compensation
Discussion and Analysis and discussed it with management. Based on our review and discussions, the Committee recommended to the
Board of Directors that the Compensation Discussion and Analysis be included in the 2021 Proxy Statement and incorporated by reference
in the Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission.
The following Compensation Discussion and
Analysis describes the Committee’s principles, strategy and programs regarding 2020 executive compensation.
The Compensation Committee
Ann Livermore, Chair
Rodney Adkins
Clark Randt, Jr.
Christiana Smith Shi
Russell Stokes
Kevin Warsh
Compensation Discussion and Analysis
UPS’s executive compensation principles,
strategy and programs for 2020, and certain aspects of the 2021 programs, are described below. This section explains how and why
the Committee made its 2020 compensation decisions for our executive officers, including additional detail with respect to the
following Named Executive Officers (“NEOs”):
Named
Executive Officer |
Title |
Carol B. Tomé |
Chief Executive Officer |
David P. Abney |
Retired Chief Executive Officer |
Brian O. Newman |
Chief Financial Officer |
Nando Cesarone |
President, U.S. Operations |
Kate M. Gutmann |
Chief Sales and Solutions Officer |
Juan R. Perez |
Chief Information and Engineering Officer |
George A. Willis |
Retired President, U.S. Operations |
Executive Compensation Strategy
UPS’s executive compensation programs are designed to:
|
• |
drive organizational
performance by tying a significant portion of pay to Company performance; |
|
• |
attract, retain and motivate
talent by fairly compensating executive officers; |
|
• |
encourage long-term
stock ownership and careers with UPS; and |
|
• |
align the interests of our
executives to long-term value creation. |
34 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
A substantial majority of NEO total target
direct compensation (base salary and annual and long-term incentives) is “at risk” and subject to the achievement
of annual or long-term performance goals and/or continued employment with UPS. The charts below highlight the elements of our
current CEO and an average of other currently employed NEOs’ target direct compensation for 2020:
Roles and Responsibilities
The Committee is responsible for setting
the principles that guide compensation decision-making, establishing the performance goals under our executive compensation plans
and programs, and approving compensation for the executive officers. In carrying out its responsibilities, the Committee is empowered
to engage and terminate the services of outside advisors and other
consultants. In 2020, the Committee retained
FW Cook to act as the Committee’s independent compensation advisor. FW Cook reports directly to the Committee and provides
no additional services to UPS. The following table summarizes the key roles in the executive compensation decision-making process.
Participant and Roles |
|
|
|
Compensation Committee |
|
|
|
|
• |
develops principles
underpinning executive compensation |
|
• |
sets performance goals upon
which incentive payouts are based |
|
• |
evaluates the CEO’s
performance |
|
• |
reviews the CEO’s performance
assessment of other executive officers |
|
• |
reviews and approves incentive
and other compensation of the executive officers |
|
• |
reviews and approves the
design of other benefit plans for executive officers |
|
• |
oversees the risk evaluation
associated with the Company’s compensation strategy and programs |
|
• |
considers whether to engage
any compensation consultant, and determines their independence |
|
• |
reviews and discusses with
management the Compensation Discussion and Analysis |
|
• |
recommends to the board the
inclusion of the Compensation Discussion and Analysis in the Proxy Statement |
|
• |
approves the inclusion of
the Committee’s report on executive compensation in the Proxy Statement |
|
|
|
Independent Members of the Board of Directors |
|
|
|
|
• |
review the Committee’s
assessment of the CEO’s performance |
|
• |
complete a separate evaluation
of the CEO’s performance |
|
• |
approve the Compensation
Discussion and Analysis for inclusion in the Proxy Statement |
|
|
|
Independent Compensation Consultant |
|
|
|
|
• |
serves as a resource
for market data on pay practices and trends |
|
• |
provides independent advice
to the Committee |
|
• |
provides competitive analysis
and advice related to outside director compensation |
|
• |
reviews the Compensation
Discussion and Analysis |
|
• |
conducts an annual risk assessment
of the Company’s compensation programs |
|
35 |
Table of Contents
Participant and Roles |
|
|
|
Executive Officers |
|
|
|
|
• |
the CEO makes compensation recommendations
to the Committee for the other executive officers with respect to base salary and individual performance adjustments to annual
incentive plan payouts |
|
• |
the CEO and CFO recommend performance goals under
incentive compensation plans and provide an assessment as to whether performance goals were achieved |
Compensation Consultant Independence
In November 2020, the Committee reviewed
FW Cook’s independence and the existence of any potential conflicts of interest. The Committee evaluated the following factors:
(1) other services provided to UPS by FW Cook (if any); (2) fees paid by UPS as a percentage of FW Cook’s total revenue;
(3) policies or procedures maintained by FW Cook that are designed to prevent a conflict of interest; (4) any business or personal
relationships between the individual consultants involved in the engagement and a member
of the Committee; (5) any Company stock
owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between UPS executive
officers and FW Cook or the individual consultants involved in the engagement.
After evaluating these factors, the Committee
concluded that FW Cook is independent and that the engagement of FW Cook did not raise any conflict of interest.
Peer Group and Market Data Utilization
In determining and setting compensation
targets and payouts, the Committee evaluates, among other things, pay practices and compensation levels at a peer group of companies.
The Committee considers advice from its independent compensation consultant in determining the peer group. Because of the limited
number of directly comparable companies to UPS – global logistics providers with significant market capitalizations - the
companies included in the peer group typically have global operations, diversified businesses, and annual sales and market capitalizations
comparable to UPS. Other more general considerations include
percentage of foreign sales, capital intensity,
operating margins, size of employee population and whether the company also includes UPS in their peer group. The Compensation
Committee evaluates the peer group annually to determine if the companies included in the group are the most appropriate comparators
for measuring the success of our executives in delivering shareowner value. The peer group for 2020 compensation purposes (the
“2020 Peer Group”) did not change from 2019 and consisted of the following:
The Boeing Company
Caterpillar Inc.
The Coca-Cola Company
Costco Wholesale Corporation
Delta Airlines, Inc.
FedEx Corporation |
The Home Depot, Inc.
Johnson & Johnson
Lockheed Martin Corporation
Lowe’s Companies, Inc.
McDonald’s Corp.
PepsiCo, Inc. |
The Procter & Gamble Company
Sysco Corporation
Target Corp.
Raytheon Technologies Corporation(1)
Walgreens Boots Alliance, Inc. |
|
|
(1) |
In connection with a 2020 merger, United
Technologies Corporation changed its name to Raytheon Technologies Corporation. |
In addition, the Committee considers other
market data, including general compensation survey data from comparably sized companies. Although the Committee considers this
data in
executing its responsibilities within the
construct of our executive compensation programs, compensation was not targeted to a particular percentile within the 2020 Peer
Group or otherwise.
Internal Compensation Comparisons
The Committee also generally considers
the differentials between executive officer compensation and the compensation paid for other UPS positions, and generally considers
the additional responsibilities
of the CEO compared to other executive
officers. Internal comparisons are made to help ensure that compensation paid to executive officers is reasonable compared to
their direct reports.
Annual Performance Reviews
Each year, the CEO assesses the performance
of all executive officers (other than the CEO) and provides feedback to the Committee. In addition, the Committee evaluates the
CEO’s performance on an annual basis. The Compensation Committee Chair discusses the results of the evaluation with the
full board (other than the CEO) in executive session. During the evaluation,
the board considers the CEO’s strategic
vision and leadership, execution of UPS’s business strategy and achievement of business goals. Other factors include the
CEO’s ability to make long-term decisions that create a competitive advantage, and overall effectiveness as a leader.
36 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Other Elements of Compensation
Benefits |
|
Perquisites |
|
Retirement
Programs |
NEOs generally participate in the same plans as other
employees.
Includes medical, dental, and disability plans that
mitigate the financial impact of illness, disability or death.
See further details on page 44.
|
|
Limited in nature; benefits outweigh the costs.
Include financial planning and executive health services
that facilitate the NEOs’ ability to carry out responsibilities, maximize working time and minimize distractions.
Considered necessary or appropriate to attract and retain
executive talent.
In 2020, included use of corporate chartered aircraft
by Brian Newman for personal reasons, which is not expected to be a regular practice.
See further details on page 44.
|
|
NEOs and most non-union U.S. employees participate in
the same qualified plans with the same formulas.
Includes qualified and nonqualified pension, retirement
savings and deferred compensation plans.
See further details on page 53.
|
|
|
(1) |
Excludes special equity awards granted
to certain NEOs in connection with their hiring or to retain key talent during our leadership transition, as further described
below. |
Base Salary
Base salaries provide our NEOs with a fixed
level of cash compensation, and are designed to provide an appropriate level of financial certainty. The Committee considers a
number of factors in determining the NEOs’ annual base salaries. While
Company and individual performance are
the most important factors, scope of responsibility, leadership, market data and internal compensation comparisons are all considered.
No single factor is weighted more heavily than another.
|
37 |
Table of Contents
Taking all of those factors into account,
in March 2020, the Committee approved a 3% base salary increase for our former CEO, who was expected to continue serving as an
employee through December 31, 2020. Further, the Committee approved the overall
compensation for our current CEO, including
her annual base salary. The Committee also approved base salary increases for the other NEOs as shown in the Summary Compensation
Table below.
Annual Incentive Awards
Management Incentive Program Performance Incentive Award —
Overview
Management Incentive Program (“MIP”)
performance incentive awards are designed to motivate management and align pay with annual Company performance by linking payouts
to the achievement of pre-established metrics, while allowing adjustments for individual performance. Annual MIP performance incentive
award opportunities are provided as a percentage of base salary, subject to a $5 million maximum for each NEO. Payouts are determined
by the Committee, taking into consideration the following:
|
• |
actual performance compared to MIP performance metric targets
(described below); |
|
• |
the MIP factor (payout as a percent of target) applied to payments to
non-executive officer MIP participants; |
|
• |
individual performance; and |
|
• |
overall business environment and economic trends. |
The factors considered by the Committee
when determining award payouts are not assigned a specific weighting. The awards are considered performance-based compensation
fully at risk based on Company performance. The award, if earned, is paid two-thirds in restricted performance units (“RPUs”)
and one-third in cash. The number of RPUs granted is determined by dividing the dollar value of the portion of the MIP award paid
in RPUs by the closing price of our class B common stock on the NYSE on the grant date of the award. RPUs are settled in shares
of class A common stock. When dividends are paid on UPS common stock, an equivalent value is credited to the participant’s
bookkeeping account in additional RPUs. The additional RPUs are subject to the same vesting schedule as the original MIP RPUs.
RPUs paid as MIP performance incentive awards generally vest on the first anniversary of the grant date, furthering the retention
component of the award.
To further our stock ownership philosophy,
the initial MIP incentive award earned by newly hired employees is paid entirely in vested class A shares, with no cash component.
These shares are vested upon grant. As a newly hired employee, our current CEO’s 2020 MIP award was paid entirely in class
A shares.
2020 MIP Performance Incentive Awards
In February 2020, and prior to the uncertainty
caused by the global coronavirus pandemic, the Committee adopted financial performance metrics and goals for the NEOs’ MIP
performance incentive awards as follows:
|
• |
Adjusted Consolidated Revenue Growth,
which is measured as year-over-year growth in revenue from all products and services worldwide. Revenue growth is calculated
on a |
|
|
constant currency basis. Revenue growth
was considered important to generating current profits and maintaining our long-term competitive positioning and viability. |
|
• |
Adjusted Consolidated Earnings Per Share Growth,
which is measured as year-over-year growth in total profits on an after tax, per share basis. For purposes of measuring this
growth, EPS was determined by reference to our publicly reported adjusted earnings per share for each of 2019 and 2020. This
growth is directly impacted by our effectiveness in achieving our targets in other key performance elements, including volume
and revenue growth and operating leverage. |
|
• |
Consolidated Average Daily Package Volume Growth,
which is measured as year-over-year growth in consolidated package volume divided by the number of operating weekdays during
the year. |
After monitoring and considering the economic
impact and uncertainty caused by the coronavirus pandemic, including the Company’s withdrawal of its previously issued earnings
guidance for the full year 2020, actual first-quarter 2020 financial performance and challenges around longer-term forecasting,
the Committee determined it was appropriate to revise the performance goals under the previously approved financial performance
metrics for MIP performance incentive awards by bifurcating the 2020 performance period into two six-month performance periods.
The Committee discussed with management and its independent compensation consultant then-current expected financial performance,
the initially approved performance goals under the 2020 MIP, risks related to the potential severity and duration of the coronavirus
pandemic and the other matters described above. The Committee then set the following amended goals:
|
• |
The performance goals for the 2020 MIP
performance incentive award for the performance period from January 1, 2020 through June 30, 2020 were growth in consolidated
revenue (4.0%), growth in consolidated adjusted earnings per share (5.1%) and consolidated package average daily volume growth
(3.2%). Performance with respect to the performance goals for the first half of 2020 was used to determine 25% of the overall
2020 MIP performance incentive award. Because the first half goals were approved in March 2020, the Committee determined it
was appropriate to more heavily weight the second half of 2020 goals due to additional incentive-based nature of the awards. |
|
• |
The performance goals for 2020 MIP performance incentive
award for the performance period from July 1, 2020 through December 31, 2020 were growth in consolidated revenue (1.2%), growth
in consolidated adjusted earnings per share (-36.7%) and consolidated package average daily volume growth (2.5%). Performance
with respect to the performance goals for the second half of 2020 was used to determine 75% of the overall 2020 MIP performance
incentive award. |
38 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
The MIP financial performance metrics, goals and results were
as follows:
2020
MIP Financial Performance
Metric |
First
Half
2020
Goal |
First
Half
2020
Actual |
Second
Half
2020
Goal |
Second
Half
2020
Actual |
Adjusted Consolidated Revenue Growth(1) |
4.0% |
9.6% |
1.2% |
17.9% |
Adjusted Consolidated Earnings Per Share
Growth(1) |
5.1% |
-1.3% |
-36.7% |
15.4% |
Consolidated Average Daily Package Volume
Growth |
3.2% |
13.9% |
2.5% |
11.8% |
|
|
(1) |
Non-GAAP financial measures as described above. See footnote
on page 42. |
The Committee maintains discretion to adjust
awards earned under the MIP up (but not above the maximum amount for each NEO) or down based on its qualitative assessment of
each NEO’s individual performance. For evaluation of the CEO’s performance, the Committee considers the results of
the board’s annual evaluation of the CEO, which includes ratings on:
|
• |
leadership qualities; |
|
|
|
|
• |
strategic planning and execution; |
|
|
|
|
• |
managing for financial results; |
|
|
|
|
• |
retaining and developing a diverse top management
group; |
|
|
|
|
• |
providing equal opportunity employment, and understanding
and addressing issues facing employees; |
|
|
|
|
• |
ensuring the Company contributes to the well-being
of the communities in which it operates; |
|
|
|
|
• |
promoting compliance and ethical behavior; and |
|
|
|
|
• |
board relations. |
For NEOs other than the CEO, the Committee
takes into consideration the recommendations of the CEO. Individual accomplishments during 2020 that were considered by the Committee
when determining final awards are described below. The Committee did not consider George Willis’s performance, and he did
not receive any MIP payout, as he was not employed by UPS on the date required to be eligible for payout under a MIP award.
Carol Tomé
Carol Tomé joined UPS on June 1,
2020 as Chief Executive Officer after serving as a member of the board since 2003. Carol quickly revamped the strategy, defined
the “better not bigger” framework, streamlined priorities, and focused the organization on simplification, ease, and
speed. Carol aligned success metrics around customer satisfaction, employee commitment, and shareowner returns. Responding rapidly
to U.S. social unrest, she commissioned an Equity, Justice and Action Task Force to address concerns and impact change. Under
her leadership, UPS posted the highest revenue and profit in the Company’s history and has increased shareowner value.
David Abney
At the start of 2020, David led a quick
response to the challenges faced by the pandemic before announcing his retirement after 46 years of UPS service. By emphasizing
employee safety and customer service, he paved the way for UPS to navigate uncertainty. The multi-year strategic investments UPS
made in healthcare supply chain capabilities under David’s leadership proved invaluable in positioning UPS for success as
the pandemic disrupted traditional shipping patterns. David led a smooth Chief Executive Officer transition to Carol.
Brian Newman
In the face of economic uncertainty, Brian
protected our liquidity, guided the organization to generate higher total revenue and operating profit, and significantly improved
our planning and forecasting activities. Brian tightened the linkage between investments and returns. In 2020, his role expanded
to include Global Business Services and Mergers and Acquisitions, where he focused on improving the end-to-end customer experience
and successfully navigated the carve out transaction to sell UPS Freight. Under his leadership, total shareholder value grew by
approximately 50% in 2020.
Nando Cesarone
2020 was a transitional year for Nando
as he spent the majority of the year leading our International business, which first felt the effects of COVID-19, and assumed
his current role leading our U.S. business in the third quarter. As the pandemic traveled across the globe, Nando worked cross
functionally to overcome countless obstacles while processing record volume levels. He led the team to keep our supply chain moving
by prioritizing employee safety and operational service excellence to ensure customers received essential goods. Leading a smooth
peak season with industry-leading service levels, Nando was instrumental in delivering the highest revenue and profit in our history.
Kate Gutmann
In 2020, Kate quickly reacted to the dynamics
of the pandemic by focusing on risk management to limit UPS’s exposure, while at the same time maintaining good customer
relationships. Kate focused her efforts on operationalizing our “better not bigger” framework and implemented revenue
management strategies. Kate’s sales and solutions teams were instrumental in delivering the highest revenue and profit in
our Company’s history, leaning into small and medium-sized businesses that yielded significant growth. At the beginning
of the year, Kate assumed responsibility for our newly-formed healthcare business which posted strong results and positioned us
well as vaccine distribution began, with Kate serving as a principal healthcare spokesperson for the Company.
|
39 |
Table of Contents
Juan Perez
Juan led the Information Technology and
Engineering functions with tremendous agility and responsiveness throughout the year. The IT team provided a seamless way for
UPSers to work remotely during the pandemic. Enterprise technology platforms were implemented to modernize Human Resources and
Finance, and the customer digital experience for Supply Chain Solutions was improved. Increased automated sort capacity supported
record volume, and tools that enabled the dynamic allocation of volume to capacity enabled agile adjustments to constantly changing
conditions. He personally invested in our peak preparation, working closely with his counterparts to deliver one of the Company’s
best peak seasons.
2020 MIP Ownership Incentive Award
One of UPS’s core principles is the
importance of UPS stock ownership. We encourage employees to maintain a substantial ownership interest in UPS stock through equity
compensation programs, including our MIP ownership incentive award. All MIP participants are eligible for an additional ownership
incentive award up to the equivalent of one month’s salary by maintaining significant ownership of UPS equity securities.
The amount of the award is equal to the value of the participant’s equity ownership as of December 31 of each year, multiplied
by an ownership incentive award percentage set out below, up to a maximum award of one month’s salary. The MIP ownership
incentive award, to the extent earned, is paid in the same proportion of cash and equity as the MIP performance incentive award.
Ownership levels are determined by totaling
the number of UPS shares in the participant’s family group accounts and the participant’s eligible unvested restricted
units and deferred compensation shares. The number of UPS shares determined for purposes of an NEO’s ownership level is
multiplied by the closing price of a class B share on the NYSE on the last trading day of the year.
Name |
Award
Percentage |
Maximum MIP
Ownership
Incentive
Value($) |
Actual MIP
Ownership
Incentive
Award
Value($) |
Carol B. Tomé |
1.25% |
104,167 |
63,577 |
David P. Abney |
1.25% |
109,984 |
109,984 |
Brian O. Newman |
1.50% |
62,230 |
62,230 |
Nando Cesarone |
1.50% |
52,245 |
52,245 |
Kate M. Gutmann |
1.50% |
59,904 |
59,904 |
Juan R. Perez |
1.50% |
55,506 |
55,506 |
2020 MIP Payout
After assessing the above-described considerations,
the Compensation Committee approved the following MIP performance incentive award payouts for each NEO, other than George Willis.
George did not receive a 2020 MIP award because he retired prior to the MIP eligibility date.
Name |
Target (% of
Base Salary) |
Target
Value($) |
Actual
Value($) |
Carol B. Tomé(1) |
165% |
1,203,129 |
1,503,911 |
David P. Abney |
165% |
2,177,683 |
2,722,104 |
Brian O. Newman |
130% |
970,788 |
1,213,485 |
Nando Cesarone |
130% |
815,022 |
1,018,778 |
Kate M. Gutmann |
130% |
934,502 |
1,168,128 |
Juan R. Perez |
130% |
865,894 |
1,082,367 |
|
|
(1) |
Award was prorated based on hire date.
As described above, award was paid entirely in vested class A shares. |
2021 MIP Performance Incentive Award Metrics
In order to better align executive compensation
with shareowner returns and the Company’s strategy going forward, the Committee considered and approved revised performance
measures for the Company’s 2021 MIP performance incentive award. Consolidated revenue growth will continue to be used as
a performance measure, along with two new performance measures; consolidated operating profit and consolidated return on invested
capital.
Long-Term Incentive Awards
Our two principal long-term incentive programs,
the Long-Term Incentive Performance (“LTIP”) award program and the Stock Option program, provide participants with
grants of equity-based incentives that are intended to reward performance over a multi-year period and serve as a retention mechanism.
The overlapping performance cycles under the LTIP program incentivize sustained financial performance. The Stock Option program
rewards stock price appreciation, which is directly linked to shareowner returns.
In 2020, working with its independent compensation
consultant, the Committee revised the performance measures for the LTIP program as described below. Prior to 2020, the LTIP performance
measures were Growth in Adjusted Consolidated Revenue, Adjusted Return on Invested Capital and Relative Total Shareholder Return.
Each performance measure was equally weighted and accounted for one-third of the award payout. Outstanding target awards (under
the 2018 and 2019 LTIP award program) continue to be measured under the performance measures in effect when the awards were granted.
40 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Program |
Payment Form and
Program Type |
Performance Measures and/or Value Proposition
for 2020 Awards |
Program Objectives |
LTIP |
If earned, RPUs are settled in stock |
Adjusted Earnings Per Share Growth |
Supports long-term operating plan and business strategy |
|
If earned, RPUs generally vest at the end of the three-year performance
period |
Adjusted Free Cash Flow
Relative Total Shareowner Return as a modifier
Value increases or decreases with stock price
|
Significant link to shareowner interests |
Stock Option |
Stock options generally vest 20% per year over five years and have a ten-year
term |
Value recognized only if stock price appreciates |
Significant link to shareowner interests
Enhance stock ownership and shareowner alignment
|
Total Long-Term Equity Incentive Award Target Values
LTIP target values are determined based
on internal pay comparison considerations and market data regarding total compensation for comparable positions at similarly situated
companies. Differences in the target award values are based on varying levels of responsibility among the NEOs. The LTIP target
opportunity granted to eligible NEOs in 2020, based upon a percentage of annualized base salary, is shown below.
Name |
LTIP Target
RPUs
(% Base
Salary) |
Options
(% Base
Salary) |
Total
(% Base
Salary) |
Carol B. Tomé |
735 |
90 |
825 |
David P. Abney(1) |
300 |
90 |
390 |
Brian O. Newman |
550 |
50 |
600 |
Nando Cesarone |
450 |
30 |
480 |
Kate M. Gutmann |
350 |
30 |
380 |
Juan R. Perez |
350 |
30 |
380 |
George A. Willis(2) |
450 |
30 |
480 |
|
|
(1) |
Retired as CEO effective May 31, 2020
and from all positions with the Company effective December 31, 2020. The LTIP target opportunity reflects the reduction in
responsibilities during the year. Actual award payout, if any, will be prorated based on the number of months worked (12)
during the three-year performance period. |
|
|
(2) |
Retired in August 2020. Actual award payout, if any,
will be prorated based on the number of months worked (8) during the three-year performance period. |
LTIP Program
The LTIP program is designed to strengthen
the performance-based component of our executive compensation package, enhance retention of key talent, and align the interests
of shareowners with the incentive compensation opportunity for executives. Approximately 470 members of our senior management
team, including the NEOs, participate in this program. The program improves shareowner alignment and further enhances the long-term
focus of the award by establishing longer-term
performance goals. Further, the program
is designed to combine internal and external relative business performance measures. This combination balanced efforts to motivate
and reward the management team for operational and financial success, while ensuring rewards are aligned with shareowner interests
and returns.
A target award of RPUs is granted to participants
at the beginning of the three-year performance period. The number of RPUs that can be earned by the NEOs under the LTIP award
is shown in the Grants of Plan-Based Awards table. The actual number of RPUs that NEOs will receive will be determined following
the completion of the performance period, based on achievement of the performance measures described below. The maximum LTIP award
that can be earned is 220% of target.
Dividends payable on the number of shares
underlying participants’ RPUs are allocated in the form of dividend equivalent units (“DEUs”). DEUs are subject
to the same conditions as the underlying award. Awards that vest are distributed in shares of class A common stock. Special vesting
rules apply to terminations by reason of death, disability or retirement during the performance period, as discussed under “Potential
Payments Upon Termination or Change in Control.”
As described above, in 2020 the Committee,
working with its independent compensation consultant, determined it was appropriate to approve performance measures different
than those applicable to prior awards in order to more closely correlate compensation and shareholder returns. The performance
measures selected by the Committee for the LTIP awards were adjusted earnings per share growth and adjusted free cash flow. Each
measure will be evaluated independently and applied equally in determining final payouts. The final payout percentage for the
award will be subject to modification based on the Company’s total shareholder return (“RTSR”) as a percentile
rank relative to the total return on the stocks of the companies listed on the Standard & Poor’s 500 Composite Index
(the “Index”). A description of each performance measure and the operation of the RTSR modifier follows:
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Adjusted Earnings Per Share Growth1
Adjusted earnings per share growth measures
our success in increasing profitability as compared with targets adopted at the beginning of the performance period. Adjusted
earnings per share is determined by dividing the Company’s adjusted net income available to common shareowners by the diluted
weighted average shares outstanding during the performance period. For this purpose, adjusted net income is determined by reference
to our publicly reported adjusted net income. The adjusted earnings per share growth target is the projected average annual adjusted
earnings per share growth during each of the years within the applicable performance period. The actual adjusted earnings per
share growth for each year of the applicable performance period will be compared to the target and assigned a payout percentage;
the average of the three payout percentages will be used to calculate the final payout percentage under this metric. Following
the completion of the applicable performance period, the Committee will certify (i) the actual adjusted earnings per share growth
for the performance period; (ii) the actual adjusted earnings per share growth for the performance period as compared to the target;
and (iii) the final payout percentage for this metric.
Adjusted Free Cash Flow1
Adjusted free cash flow measures our ability
to generate cash after accounting for capital expenditures. Adjusted free cash flow is determined by reducing the Company’s
adjusted cash flow from operations by adjusted capital expenditures and proceeds from disposals of fixed assets, and adjusting
for net changes in finance receivables, other investing activities and discretionary pension contributions. The adjusted free
cash flow target is the projected aggregate adjusted free cash flow generated during the applicable performance period. Following
the completion of the applicable performance period, the Committee will certify (i) the actual adjusted free cash flow for the
performance period; (ii) the actual adjusted free cash flow for the performance period as compared to the target; and (iii) the
final payout percentage for this metric.
Relative Total Shareowner Return
Total shareholder return measures the total
return on an investment in UPS stock to an investor (stock price appreciation plus dividends). This total return is compared with
the total return on the stock of the companies listed on the Index at the beginning of the applicable performance period. The
Committee will assign a percentile rank relative to the companies listed on the Index based on RTSR. Following the completion
of the Performance Period, the Committee will certify the Company’s RTSR and the payout modifier for that performance period,
if any, as follows:
RTSR Percentile Rank
Relative to Index |
Payout
Modifier |
Above 75th percentile |
+20% |
Between 25th and 75th
percentile |
None |
Below 25th percentile |
-20% |
2020 LTIP Award Grant
After monitoring and considering the economic
impact and uncertainty caused by the coronavirus pandemic, and the challenges around long-term forecasting, the Committee made
initial 2020 LTIP award grants in May 2020. Based on this uncertainty, the Committee determined it was appropriate to subdivide
the three-year performance period for the 2020 LTIP program award into two tranches. The first tranche measured the achievement
of the performance targets and the impact of the payout modifier for the portion of the 2020 LTIP performance period from January
1, 2020 through December 31, 2020. The results from this performance period will be used to determine 20% of the RPUs earned under
the 2020 LTIP program award. The second tranche will measure the achievement of the performance targets and impact of the payout
modifier for the portion of the 2020 LTIP performance period from January 1, 2021 through December 31, 2022. The results from
this performance period will be used to determine 80% of the RPUs earned for the 2020 LTIP Program award. The Committee determined
it was appropriate to more heavily weight the results from the second tranche of the performance period in order to maximize the
at-risk nature of the award.
Because the 2020 LTIP award contains two
tranches with separate performance goals, and the performance goals for the 2021-2022 performance period were not approved in
2020, in accordance with generally accepted accounting principles, the grant date fair value of the 2020 LTIP award in the “Stock
Awards” column of the Summary Compensation Table below includes only the grant date fair value of the award for the 2020
performance period. The grant date fair value of the 2020 LTIP award attributable to the 2021-2022 performance period will be
included in this table next year, as applicable. Furthermore, the target and maximum number of RPUs that can be earned by the
NEOs under the 2020 LTIP award shown in the Grants of Plan-Based Awards table only includes 20% of the of the total target and
calculated maximum RPUs awarded under the 2020 LTIP award. The actual number of RPUs that NEOs will receive will be determined
following the completion of the full three-year performance period. The remaining 80% of the 2020 LTIP award RPUs that can be
earned by the NEOs will be included in this table next year.
(1) |
Non-GAAP financial measures. We believe
that these non-GAAP measures are appropriate for the determination of our incentive compensation award results because they
exclude items that may not be indicative of, or are unrelated to, our underlying operations and provide a useful baseline
for analyzing trends in our underlying business. Non-GAAP financial measures should be considered in addition to, and not
as an alternative for, our reported results prepared in accordance with GAAP. Our non-GAAP financial information does not
represent a comprehensive basis of accounting. Therefore, our non-GAAP financial information may not be comparable to similarly
titled measures reported by other companies. |
|
|
42 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
2018 LTIP Award Payout
In 2018, the Committee granted LTIP awards
with a three-year performance period to the NEOs who were employees of the Company at that time. The performance metrics for the
2018 LTIP awards were growth in adjusted consolidated revenue, adjusted operating return on invested capital and RTSR, each as
described in our proxy statement for our 2019 annual meeting of shareowners. Each of the three metrics was evaluated independently
and applied equally in determining award payouts; as described above, for the 2018 LTIP awards, RTSR was a performance metric
and not a modifier. The performance targets and actual results for the completed performance period for the 2018 LTIP awards are
set out below. The total payout for the 2018 LTIP award was 142% of target. RPUs awarded under the 2018 LTIP are considered earned
and vested.
* |
Growth in adjusted consolidated revenue
was calculated on a constant currency basis using 2018 levels as the baseline. Adjusted consolidated revenue excluded the
impact of a new revenue recognition standard under GAAP. Adjusted operating return on invested capital was adjusted for the
impact of new pension accounting standards, new lease accounting standards, legal contingency and expense charges, and capital
expenditures associated primarily with network expansion. |
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Table of Contents
Stock Option Program and 2020 Stock Option Awards
The Committee believes that stock options
provide significant incentives, as a direct link between Company performance and maximization of shareowner value. The option
holder receives value only if our stock price increases. Stock options also have retention value; the option holder will not receive
value from the options unless he or she remains employed during the vesting
period. Stock options generally vest 20%
per year over five years and expire ten years from the date of grant. Unvested stock options vest automatically upon termination
of employment because of death, disability or retirement. In light of the five-year vesting schedule, we do not maintain additional
holding period requirements. Grants do not include dividend equivalents or any reload features. The number of stock options granted
to the NEOs in 2020 is shown in the Grants of Plan-Based Awards table.
Employment Transition Payments and Retention Arrangements
Generally, we do not pay discretionary
bonuses in cash or stock, or make other discretionary payments, to our executives. In recent periods, however, in order to attract
and retain senior executive talent to participate in the transformation of our business, the Committee determined it was appropriate
to make certain limited payments to external executives hired to the Company’s Executive Leadership Team. A portion of the
payments to the external hires were made to compensate the executives for compensation forfeited at their prior employers and
transition them into our incentive programs. In addition, in connection with hiring of a new CEO in 2020, the Committee determined
it was appropriate to provide certain incentives to various executive officers in order to provide for the retention of their
services through a transition period.
In connection with his announced retirement
and in order to assist with the transition of matters through his retirement date and in view of his ongoing services, on March
11, 2020, UPS entered into an agreement (the “Transition Agreement”) with David Abney. Pursuant to the Transition
Agreement, David received his base salary through his retirement date and received a 2020 MIP target award valued at 165% of base
salary. In addition, he received a 2020 LTIP target award valued at 300% of base salary. The Transition Agreement includes customary
non-competition, non-solicitation and non-disparagement covenants in favor of the Company.
Under the terms of his 2019 employment
offer letter described below, Brian Newman was entitled to: (i) a grant of RSUs with a value of $5,500,000, which vested in March
2020; (ii) a performance-based cash award with a target value of $3,000,000, payable in equal installments in March 2021 and March
2022, with the actual payout based on the Company’s performance
under the LTIP for periods ending December
31, 2020 and December 31, 2021, respectively; and (iii) a cash transition payment of $600,000 paid in March 2020. These amounts
are subject to repayment on a prorated basis if Brian Newman resigns without “good reason” or is terminated for “cause”
within 36 months following his September 2019 start date.
As described above, in order to provide
for the retention of the services of certain executive officers in connection with our CEO transition, in May 2020, we entered
into retention arrangements with each of Nando Cesarone, Kate Gutmann, Juan Perez and George Willis. The Committee initially intended
that these agreements contain both performance and time vesting components, and that the performance components be different than
the metrics under our MIP and LTIP programs. Due to the ongoing uncertainty created by the COVID-19 pandemic and the importance
of the retention agreements to the Company, the Committee ultimately determined that the awards would be solely time based. Nando
Cesarone, Kate Gutmann and Juan Perez each received $3.0 million in RSUs which vest as follows: 25% on May 13, 2021, 25% on May
13, 2022 and 50% on May 13, 2023, provided they remain an employee of UPS through the applicable vesting date. George Willis entered
into an agreement pursuant to which he was granted $4.0 million in RSUs which would have vested had he remained employed by the
Company through the above vesting dates; however, he forfeited the right to any payment under this agreement upon his retirement.
In accordance with the rules and regulations of the SEC, the full value of these unvested awards is included in each individual’s
2020 compensation as reported in the Summary Compensation Table below. These agreements contain customary non-competition, non-solicitation
and non-disclosure covenants in favor of the Company.
Benefits and Perquisites
The benefits and perquisites provided to
our NEOs are not a material part of executive compensation and are largely limited to those offered to our employees generally,
or that we otherwise believe are necessary or appropriate to attract and retain executive talent. We believe certain perquisites
help facilitate our NEOs’ ability to carry out their responsibilities, maximize working time and minimize distractions.
Additional information on these benefits can be found in the program descriptions below. In addition, in 2020 the Company approved
the use of corporate chartered aircraft by Brian Newman for personal reasons, which is not expected to be a
regular practice. This approval was directly
related to the COVID-19 pandemic and the Company’s belief that Brian should not travel by commercial aircraft at that time.
The UPS 401(k) Savings Plan
Participation in the UPS 401(k) Savings
Plan is offered to all U.S.-based employees who are not subject to a collective bargaining agreement and who are not eligible
to participate in another savings plan sponsored by UPS or one of its subsidiaries. We generally match 50% of up to 5% of eligible
pay contributed to
44 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
the UPS 401(k) Savings Plan for eligible
employees hired on or before December 31, 2007, 100% of up to 3.5% of eligible pay contributed to the plan for eligible employees
hired on or after January 1, 2008, and 50% of up to 6% of eligible pay contributed to the plan for employees hired on or after
July 1, 2016. The match is paid in shares of class A common stock. Effective for newly eligible plan participants on or after
July 1, 2016, we also generally provide a Retirement Contribution based on years of service and expressed as a percentage of eligible
compensation (5% for 0-4 years, 6% for 5-9 years, 7% for 10-14 years and 8% for 15 or more years).
Qualified and Non-Qualified Pension Plans
Certain executive officers are eligible
to participate in our qualified retirement program, the UPS Retirement Plan. Benefits payable under the plan are subject to the
maximum compensation limits and the annual benefit limits for a tax-qualified defined benefit plan as established by the Internal
Revenue Service. Amounts exceeding these limits are paid pursuant to the UPS Excess Coordinating Benefit Plan, which is a non-qualified
restoration plan designed to replace the amount of benefits limited under the tax-qualified plan. Without the Excess Coordinating
Benefit Plan, the executive officers would receive a lower benefit as a percent of final average earnings than the benefit received
by other participants in the UPS Retirement Plan. In accordance with the terms of the Excess Coordinating Benefit Plan, following
a participant’s retirement, the Company pays an amount equal to the Social Security and Medicare taxes due on the present
value of the benefits provided under the plan.
Financial Planning Services
Our executive officers are eligible for
a financial services benefit. The Company reimburses fees from financial and tax service providers up to $15,000 per year, including
the cost of personal excess liability insurance coverage.
Executive Health Services
UPS’s business continuity is best
facilitated by avoiding any prolonged or unexpected absences by members of its senior management team. In 2020, executive officers
were offered certain executive health services, including comprehensive physical examinations.
Discounted Employee Stock Purchase Plan
We have maintained a Discounted Employee
Stock Purchase Plan since 2001. The plan provides all U.S.-based employees, including the NEOs, and some internationally based
employees, with the opportunity to purchase up to $10,000 in our class A common stock annually at a discount to the market price.
The plan complies with Section 423 of the Internal Revenue Code. Our class A common stock may be acquired under the plan at a
purchase price equal to 95% of the fair market value of the shares on the last day of each calendar quarter. Share purchases are
made on a quarterly basis.
Other Compensation and Governance Policies
Stock Ownership Guidelines
CEO |
= 8x annual salary |
|
|
Other Executive Officers |
= 5x annual salary |
|
|
Directors |
= 5x annual retainer |
In furtherance of one of UPS’s core
principles relating to the importance of UPS stock ownership, we maintain stock ownership guidelines that apply to executive officers
and members of the board. Shares of class A common stock (excluding any pledged shares), deferred units and vested and unvested
RSUs and RPUs awarded under our equity incentive plans are considered owned for purposes of calculating ownership. Executive officers
and directors are expected to reach target ownership within five years of the date that the executive officer or director became
subject to the guideline.
As of December 31, 2020, all of the NEOs
who have been subject to the guidelines for at least five years exceeded their target stock ownership. In addition, all of our
non-employee directors who have been subject to the stock ownership guidelines for at least five years exceeded their target stock
ownership. RSUs are required to be held by non-employee directors until separation from the board.
Hedging and Pledging Policies
We prohibit our executive officers and
directors from hedging their ownership in UPS stock. Specifically, they are prohibited from purchasing or selling derivative securities
relating to UPS stock and from purchasing financial instruments that are designed to hedge or offset any decrease in the market
value of UPS securities. Additionally, we have adopted a policy prohibiting our directors and executive officers from entering
into pledges of UPS securities, including using UPS securities as collateral for a loan and holding UPS securities in margin accounts.
Furthermore, our employees, officers and directors are prohibited from engaging in short sales of UPS stock.
Clawback Policy
Our incentive compensation plans contain
clawback provisions for all awards granted under the plans. If the Committee determines that financial results used to determine
the amount of any award are materially restated, and that an executive officer engaged in fraud or intentional misconduct, we
may seek repayment or recovery of the award from that executive officer. This clawback applies to all outstanding awards granted
under our current and prior incentive plans. The 2021 Plan also includes clawback provisions.
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Employment and Severance Arrangements; Change in Control Payments
The board believes that UPS has created
a culture where long tenure for executives is the norm. As a result, we do not enter into agreements providing for the continuation
of employment of an executive, or separate change in control agreements with any of our executive officers, including our NEOs,
or other U.S.-based non-union employees.
However, in recent periods, in order to
attract and retain senior executive talent to participate in the transformation of our business and in furtherance of the board’s
succession planning efforts, we have deemed it appropriate to enter into a limited number of employment offer letters, transition
agreements and retention arrangements. These offer letters and retention arrangements set out certain compensation terms in connection
with the individual’s employment by UPS, but provide that employment is on an at-will basis. Some of the compensation described
in the employment offer letters was designed to compensate the executives for compensation forfeited at their prior employers
and transition them into our incentive programs. The potential compensation provided by the retention arrangements to certain
NEOs is intended to further incentivize those officers to continue their employment with UPS. Transition agreements and retention
arrangements have been utilized as a part of our succession planning process to help enable smooth leadership transitions.
In connection with her appointment as Chief
Executive Officer, on March 11, 2020, the Company entered into an employment offer letter with Carol Tomé. The offer letter
provides for: (i) an annual base salary of $1,250,000; (ii) a MIP award target of 165% of base salary, which for 2020 was prorated
and payable in vested Class A common stock; (iii) a LTIP program award target of 735% of base salary; and (iv) a stock option
grant target of 90% of base salary. Carol also entered into a protective covenant agreement, which protects UPS’s confidential
information and includes non-competition and non-solicitation covenants in favor of UPS. It also provides her with continued payment
of her base salary for up to 24 months if her employment is terminated by UPS without “cause” within two years following
her start date. In the event she is terminated without cause after the first two years of employment, the Company is obligated
to make such payments if it elects to enforce post-termination non-compete covenants connected to those agreements.
For a description of the transition agreement
entered into with David Abney, see “Employment Transition Payments” above.
Under Brian Newman’s 2019 offer letter,
he became entitled to: (i) a grant of UPS restricted stock units with a value of $5,500,000, which vested in March 2020; (ii)
a performance-based cash award with a target value of $3,000,000, payable in equal installments in March 2021 and March 2022,
with the actual payout based on the Company’s performance under the LTIP for periods ending December 31, 2020 and December
31, 2021, respectively; and (iii) a cash transition payment of $600,000 paid in March 2020. These amounts are subject to repayment
on a prorated basis if he resigns without “good reason” or is terminated for “cause” within 36 months
following his September 2019 start date. This offer letter also sets out annual base salary levels, eligibility to participate
in the MIP, LTIP and Stock Option programs, and eligibility for relocation benefits and other employee benefits, all consistent
with those received by our other senior executives.
In connection with the entry into the offer
letter, Brian Newman entered into a protective covenant agreement with us which, in the event he is terminated without cause during
the first two years of employment, provides for separation pay equal to two years’ salary. In the event he is terminated
without cause after the first two years of employment, the Company is obligated to make such payments if it elects to enforce
post-termination non-compete covenants connected to those agreements. Brian is also entitled to the continued vesting of his performance-based
cash award (see “Employment Transition Payments” described above).
Under the terms of the retention arrangements
with Nando Cesarone, Kate Gutmann and Juan Perez, each entered into customary non-competition, non-solicitation and non-disclosure
agreements in favor of the Company. In the event that any of them are terminated without cause or resign for “good reason”,
their RSU awards will continue to vest on the schedule set out above. George Willis also entered into a similar agreement in favor
of the Company.
All outstanding equity awards that are
continued or assumed by a successor entity in connection with a change in control require a “double trigger” in order
for vesting to accelerate; that is, they also require a qualifying termination of employment prior to any acceleration of vesting.
Equity Grant Practices
Grants of awards to executive officers
under all of our equity incentive programs are approved by the Compensation Committee. Stock options have an exercise price equal
to the NYSE closing market price on the date of grant.
Consideration of Previous “Say on Pay” Voting Results
Our shareowners have the opportunity to
vote annually, on an advisory basis, to approve the compensation of our NEOs as set out in the Compensation Discussion and Analysis
section and in the compensation tables and accompanying narrative disclosure in the proxy statement. See “Proposal 2 –
Advisory Vote to
Approve Named Executive Officer Compensation.”
In the most recent advisory vote on executive compensation, taken at the 2020 Annual Meeting of Shareowners, over 88% of votes
cast approved our NEO compensation as described in our 2020 Proxy Statement. The Compensation Committee carefully considered
46 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
the results of this vote as well as many
other factors in determining the structure and operation of our executive compensation programs. In addition, we regularly engage
with our shareowners
on ESG matters, including executive compensation
matters. We use the results of these engagements to inform board discussions on our corporate governance policies and pay practices.
Summary Compensation Table
The following table sets forth the compensation
for our NEOs. As described under “2020 LTIP Program” in the Compensation Discussion and Analysis above, as a result
of circumstances arising from the COVID-19 pandemic, 2020 LTIP program awards were granted with two separate performance periods.
In accordance with generally accepted accounting principles, amounts in the “Stock Awards” column of the Summary Compensation
Table reflect only a portion of the target value granted to the NEOs under such awards.
We do not believe amounts in the Summary
Compensation Table are completely representative of the value granted to our NEOs in 2020. Therefore, following the Summary Compensation
Table, we have presented a Supplemental 2020 Compensation Table including 100% of the target value of the 2020 LTIP awards.
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Change in |
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Pension |
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Value and |
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Nonqualified |
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Non-Equity |
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Deferred |
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Stock |
|
Option |
|
Incentive Plan |
|
Compensation |
|
All Other |
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Name and |
|
|
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compensation |
|
Earnings |
|
Compensation |
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Total |
Principal Position |
|
Year |
|
($)(1) |
|
($)(2) |
|
($)(3) |
|
($)(4) |
|
($)(5) |
|
($)(6) |
|
($)(7) |
|
($) |
Carol B. Tomé |
|
2020 |
|
729,169 |
|
— |
|
1,833,812 |
|
1,125,010 |
|
— |
|
— |
|
84,919 |
|
3,772,910 |
Chief Executive Officer |
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David P. Abney |
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2020 |
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1,310,199 |
|
— |
|
1,411,585 |
|
1,153,237 |
|
944,029 |
|
627,803 |
|
395,277 |
|
5,842,130 |
Retired Chief Executive Officer |
|
2019 |
|
1,272,042 |
|
— |
|
11,670,956 |
|
1,119,650 |
|
317,496 |
|
3,619,574 |
|
31,207 |
|
18,030,925 |
|
|
2018 |
|
1,234,992 |
|
— |
|
10,459,956 |
|
1,087,039 |
|
937,739 |
|
1,311,718 |
|
29,432 |
|
15,060,876 |
Brian O. Newman |
|
2020 |
|
741,321 |
|
600,000 |
|
991,596 |
|
362,505 |
|
2,555,238 |
|
— |
|
96,784 |
|
5,347,444 |
Chief Financial Officer |
|
2019 |
|
212,898 |
|
— |
|
5,500,084 |
|
— |
|
— |
|
— |
|
27,139 |
|
5,740,121 |
Nando Cesarone |
|
2020 |
|
606,495 |
|
— |
|
3,699,097 |
|
163,548 |
|
357,008 |
|
— |
|
60,728 |
|
4,886,876 |
President,
U.S. Operations |
|
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Kate M. Gutmann |
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2020 |
|
688,896 |
|
— |
|
3,664,545 |
|
179,714 |
|
409,344 |
|
354,807 |
|
19,322 |
|
5,316,628 |
Chief
Sales and Solutions Officer |
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Juan R. Perez |
|
2020 |
|
644,352 |
|
— |
|
3,642,589 |
|
173,760 |
|
379,291 |
|
336,592 |
|
29,922 |
|
5,206,506 |
Chief
Information and Engineering Officer |
|
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|
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George A. Willis |
|
2020 |
|
466,680 |
|
— |
|
4,850,591 |
|
171,959 |
|
— |
|
898,339 |
|
125,939 |
|
6,513,508 |
Retired
President, U.S. Operations |
|
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(1) |
This column represents the salary earned
during the portion of the year that the executive was employed. Carol Tomé joined the Company as CEO in June 2020. |
|
|
(2) |
See “Employment Transition Payments and Retention
Arrangements” and “Employment and Severance Arrangements; Change in Control Payments” in the Compensation
Discussion and Analysis for a description of compensation in connection with Brian Newman’s hiring. |
|
|
(3) |
The values for stock awards in this column represent
the aggregate grant date fair value for the stock awards granted in the applicable year, computed in accordance with Financial
Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. These awards include LTIP
RPUs, MIP RPUs, MIP class A shares and the special grant of RSUs made to Brian Newman, Nando Cesarone, Kate Gutmann and Juan
Perez. As described above, the grant date fair value of the 2020 LTIP awards includes only the portion of that award for the
2020 performance period. These awards also include the special grant of RSUs made to George Willis, which he forfeited upon
his retirement. Awards with performance conditions are valued based on the probable outcome of the performance condition as
of the grant date for the award. Information about the assumptions used to value these awards can be found in Note 13 “Stock-Based
Compensation” in our 2020 Annual Report on Form 10-K. The amounts reported for these awards may not represent the amounts
that the individuals will actually receive. The amounts received, if any, ultimately will depend on Company performance and
the change in our stock price over time. An overview of the features of these awards can be found in the “Compensation
Discussion and Analysis.” |
|
47 |
Table of Contents
|
In accordance with SEC rules, we also are required to disclose the grant date
fair value for awards with performance conditions assuming maximum performance. The grant date fair value for the 2020 LTIP
RPU awards, assuming maximum performance for the portion of that award for the 2020 performance period, is as follows:
Tomé — $4,034,387; Abney — $1,708,411; Newman — $1,772,126; Cesarone — $1,090,254; Gutmann
— $931,813; Perez — $900,923; and Willis — $1,399,957. |
|
|
(4) |
The values for stock option awards represent the aggregate grant date fair value for the option
awards granted in the applicable year, computed in accordance with FASB ASC Topic 718. The assumptions used to value these
awards can be found in Note 13 “Stock-Based Compensation” in our 2020 Annual Report on Form 10-K. The amounts
reported for these awards may not represent the amounts that the individuals will actually receive. The amounts received,
if any, ultimately will depend on the change in our stock price over time. An overview of the features of these awards can
be found in the “Compensation Discussion and Analysis” section. |
|
|
(5) |
Represents the cash portion of the MIP performance incentive award and the MIP ownership incentive
award. For a description of the MIP, see “Compensation Discussion and Analysis.” The MIP ownership incentive award
was paid at 100% of target (one month’s salary) for each eligible NEO who met or exceeded his or her target ownership
level in the same proportion that the MIP award is paid. Also, for Brian Newman, represents the portion of the performance-based
cash award granted under his employment offer letter. |
|
|
(6) |
Represents an estimate of the annual increase in the actuarial present value of the NEOs’
accrued benefit under our retirement plans for the applicable year, assuming retirement at age 60 (or current age, if later).
See “Executive Compensation — 2020 Pension Benefits” for additional information, including assumptions used
in this calculation. The change in pension value can be impacted by a number of factors, including additional credited service,
changes in amounts of compensation covered by the benefit formula, plan amendments and assumption changes. |
|
|
(7) |
All other compensation consisted of the following: |
|
|
Name |
|
401(k) Plan
Retirement
Contribution(1)($) |
|
Restoration
Savings Plan
Contribution(2)($) |
|
401(k) Plan
Match ($) |
|
Life
Insurance
Premiums ($) |
|
Financial
Planning
Services ($) |
|
Healthcare
Benefits ($) |
|
Other($) |
|
Total ($) |
Carol B. Tomé(3) |
|
— |
|
— |
|
3,125 |
|
5,544 |
|
15,000 |
|
— |
|
61,250 |
|
84,919 |
David P. Abney(4) |
|
— |
|
— |
|
7,125 |
|
19,205 |
|
8,009 |
|
6,278 |
|
354,660 |
|
395,277 |
Brian O. Newman(5) |
|
10,645 |
|
— |
|
8,550 |
|
1,908 |
|
15,000 |
|
6,278 |
|
54,403 |
|
96,784 |
Nando Cesarone |
|
22,400 |
|
9,645 |
|
7,125 |
|
1,001 |
|
14,279 |
|
6,278 |
|
— |
|
60,728 |
Kate M. Gutmann |
|
— |
|
— |
|
7,125 |
|
1,763 |
|
4,156 |
|
6,278 |
|
— |
|
19,322 |
Juan R. Perez |
|
— |
|
— |
|
7,125 |
|
1,640 |
|
14,879 |
|
6,278 |
|
— |
|
29,922 |
George A. Willis(6) |
|
— |
|
— |
|
7,125 |
|
2,072 |
|
9,544 |
|
6,278 |
|
100,920 |
|
125,939 |
|
|
(1) |
For eligible plan participants hired
after July 1, 2016, we generally provide a retirement contribution based on years of service. |
|
|
(2) |
For eligible plan participants hired after July 1,
2016, benefits payable under the UPS 401(k) Savings Plan are subject to the maximum compensation limits and the annual benefit
limits for a tax-qualified defined contribution plan as established by the Internal Revenue Service. Amounts exceeding these
limits are paid pursuant to the UPS Restoration Savings Plan. |
|
|
(3) |
Other column consists of payments made for independent
director service prior to being appointed CEO, which payments are also included in the “Fees Earned or Paid in Cash”
column of the Director Compensation table. |
|
|
(4) |
Other column consists of additional restoration amount
under the Excess Coordinating Benefit Plan as described above. |
|
|
(5) |
Other column consists of relocation expenses ($42,024)
and the value of special use of corporate chartered aircraft for personal reasons ($12,379). These amounts were valued on
the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid to the service
provider or the individual, as applicable. |
|
|
(6) |
Other column consists of unused vacation pay out
as required under California law ($40,386) and additional restoration amount ($60,534) under the Excess Coordinating Benefit
Plan as described above. |
|
|
48 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Supplemental 2020 Compensation Table
The table below includes 100% of the target
value of the 2020 LTIP awards in the “Stock Awards” column as if the entire target value was calculated and included
in 2020 compensation in accordance with generally accepted accounting principles. We believe this table is more representative
of our NEOs’ 2020 compensation than the Summary Compensation Table above. For ease of reference, we have highlighted the
columns that differ from the 2020 amounts in the Summary Compensation Table. This table should not be viewed as a substitute for
the required Summary Compensation Table above.
Name |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Stock
Option
Awards
($) |
Non-Equity
Incentive Plan
Compensation
($) |
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) |
All Other
Compensation
($) |
Total
($) |
Carol B. Tomé |
729,169 |
— |
$9,169,061 |
1,125,010 |
— |
— |
84,919 |
11,108,159 |
David P. Abney |
1,310,199 |
— |
$4,517,786 |
1,153,237 |
944,029 |
627,803 |
395,277 |
8,948,331 |
Brian O. Newman |
741,321 |
600,000 |
$4,213,644 |
362,505 |
2,555,238 |
— |
96,784 |
8,569,492 |
Nando Cesarone |
606,495 |
— |
$5,681,376 |
163,548 |
357,008 |
— |
60,728 |
6,869,155 |
Kate M. Gutmann |
688,896 |
— |
$5,358,750 |
179,714 |
409,344 |
354,807 |
19,322 |
7,010,833 |
Juan R. Perez |
644,352 |
— |
$5,280,631 |
173,760 |
379,291 |
336,592 |
29,922 |
6,844,548 |
George A. Willis |
466,680 |
— |
$7,395,968 |
171,959 |
— |
898,339 |
125,939 |
9,058,885 |
Grants of Plan-Based Awards
The following table provides information
about plan-based awards granted during 2020 to each of the NEOs. As discussed above, in accordance with generally accepted accounting
principles, amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column and the “Grant
Date Fair Value of Stock and Options Awards” column below reflect only a portion of the 2020 LTIP target value granted to
the NEOs.
|
|
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1) |
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2) |
All
Other
Stock
Awards:
Number
of
Shares
of
Stock |
All
Other
Option
Awards:
Number of
Securities
Underlying |
Exercise
or Base
Price of
Option |
Grant
Date
Fair Value
of Stock
and
Option |
Name |
Grant
Date |
Approval
Date |
Threshold
($) |
Target
($) |
Maximum
($) |
|
Threshold
(#) |
Target
(#) |
Maximum
(#) |
or Units
(#)(3) |
Options
(#)(4) |
Awards ($/Sh) |
Awards
($)(5) |
Carol B. Tomé |
6/1/2020 |
3/11/2020 |
— |
— |
— |
|
0 |
18,508 |
40,718 |
— |
— |
— |
1,833,812 |
|
6/1/2020 |
3/11/2020 |
— |
— |
— |
|
— |
— |
— |
— |
101,261 |
99.28 |
1,125,010 |
David P. Abney |
— |
|
— |
725,894 |
1,666,667 |
|
— |
— |
— |
— |
— |
— |
— |
|
5/13/2020 |
|
— |
— |
— |
|
0 |
8,473 |
18,641 |
— |
— |
— |
776,550 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
— |
96,667 |
105.54 |
1,153,237 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
6,017 |
— |
— |
635,034 |
Brian O. Newman |
— |
|
— |
323,596 |
1,666,667 |
|
— |
— |
— |
— |
— |
— |
— |
|
5/13/2020 |
|
— |
— |
— |
|
0 |
8,789 |
19,336 |
— |
— |
— |
805,512 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
— |
30,386 |
105.54 |
362,505 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
1,763 |
— |
— |
186,084 |
|
49 |
Table of Contents
Name |
Grant Date |
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1) |
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2) |
All Other
Stock
Awards:
Number
of Shares
of Stock |
All Other
Option
Awards:
Number of
Securities
Underlying
|
Exercise
or Base
Price of
Option |
Grant
Date
Fair Value
of Stock
and
Option |
Approval |
Threshold |
Target |
Maximum |
|
Threshold |
Target |
Maximum |
or Units |
Options |
Awards |
Awards |
Date |
($) |
($) |
($) |
|
(#) |
(#) |
(#) |
(#)(3) |
(#)(4) |
($/Sh) |
($)(5) |
Nando Cesarone |
— |
|
— |
271,674 |
1,666,667 |
|
— |
— |
— |
— |
— |
— |
— |
|
5/13/2020 |
|
— |
— |
— |
|
0 |
5,407 |
11,896 |
— |
— |
— |
495,570 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
— |
13,709 |
105.54 |
163,548 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
1,928 |
— |
— |
203,481 |
|
5/13/2020 |
|
— |
— |
— |
|
— |
— |
— |
33,062 |
— |
— |
3,000,046 |
Kate M. Gutmann |
— |
|
— |
311,501 |
1,666,667 |
|
— |
— |
— |
— |
— |
— |
— |
|
5/13/2020 |
|
— |
— |
— |
|
0 |
4,621 |
10,167 |
— |
— |
— |
423,551 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
— |
15,064 |
105.54 |
179,714 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
2,283 |
— |
— |
240,948 |
|
5/13/2020 |
|
— |
— |
— |
|
— |
— |
— |
33,062 |
— |
— |
3,000,046 |
Juan R. Perez |
— |
|
— |
288,631 |
1,666,667 |
|
— |
— |
— |
— |
— |
— |
— |
|
5/13/2020 |
|
— |
— |
— |
|
0 |
4,468 |
9,830 |
— |
— |
— |
409,511 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
— |
14,565 |
105.54 |
173,760 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
2,208 |
— |
— |
233,032 |
|
5/13/2020 |
|
— |
— |
— |
|
— |
— |
— |
33,062 |
— |
— |
3,000,046 |
George A. Willis |
— |
|
— |
— |
— |
|
— |
— |
— |
— |
— |
— |
— |
|
5/13/2020 |
|
— |
— |
— |
|
0 |
6,943 |
15,275 |
— |
— |
— |
636,344 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
— |
14,414 |
105.54 |
171,959 |
|
2/12/2020 |
|
— |
— |
— |
|
— |
— |
— |
2,030 |
— |
— |
214,246 |
|
5/13/2020 |
|
— |
— |
— |
|
— |
— |
— |
44,082 |
— |
— |
4,000,001 |
|
|
(1) |
Reflects, as applicable, the target and maximum values of the cash portion of the 2020 MIP performance incentive award for each NEO. A participant’s first MIP performance incentive award is paid entirely in vested class A stock. The potential payments for the MIP performance incentive award are performance-based and therefore at risk. The MIP is described in the “Compensation Discussion and Analysis.” |
|
|
(2) |
Potential number of RPUs that could be earned under the 2020 LTIP, solely for the 2020 performance period, if the target or maximum performance goals are attained. Does not include potential number of units that could be earned for the 2021 – 2022 performance period under the 2020 LTIP award. |
|
|
(3) |
Represents the number of RPUs or shares of class A stock granted in 2020 pursuant to the 2019 MIP. For Nando Cesarone, Kate Gutmann and Juan Perez, also represents (in the last row for each such NEO) a special grant of RSUs. For George Willis, also represents (in his last row) the special grant of RSUs that he forfeited upon his retirement. |
|
|
(4) |
Number of stock options granted under the Stock Option program in 2020. |
|
|
(5) |
Grant date fair value under FASB ASC Topic 718 of the LTIP RPUs, MIP RPUs, stock options and the special RSU awards, as applicable, granted to each of the NEOs in 2020. Fair values are calculated using the NYSE closing price of UPS stock on the date of grant for RPUs and RSUs, and the Black-Scholes option pricing model for stock options. The grant date fair value of the units granted under the 2020 LTIP, which have performance conditions, are computed based on the probable outcome of the performance conditions for the 2020 performance period and does not include the grant date fair value of the units based on the probable outcome of the performance conditions for the 2021-2022 performance period. There can be no assurance that any value will ever be realized. |
50 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Outstanding Equity Awards at Fiscal Year-End
The following table shows the number of shares
covered by exercisable options, unexercisable options, and unvested RSUs and RPUs held by the NEOs on December 31, 2020.
Name |
Option Awards |
|
Stock Awards |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1) |
Option
Exercise
Price
($) |
Option
Grant
Date |
Option
Expiration
Date |
|
Number of
Shares or
Units of
Stock That
Have
Not Vested
(#)(2) |
Market
Value of
Shares or
Units of
Stock That
Have
Not Vested
($)(3) |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)(4) |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)(3) |
Carol B. Tomé |
— |
101,261 |
99.28 |
6/1/2020 |
6/1/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,719 |
15,782,280 |
David P. Abney |
9,461 |
— |
82.87 |
3/1/2013 |
3/1/2023 |
|
|
|
|
|
|
7,372 |
— |
96.98 |
3/4/2014 |
3/4/2024 |
|
|
|
|
|
|
24,907 |
— |
101.93 |
3/2/2015 |
3/2/2025 |
|
|
|
|
|
|
21,305 |
5,327 |
98.77 |
3/2/2016 |
3/2/2026 |
|
|
|
|
|
|
30,092 |
7,524 |
106.86 |
9/16/2016 |
9/16/2026 |
|
|
|
|
|
|
43,076 |
28,718 |
106.87 |
3/1/2017 |
3/1/2027 |
|
|
|
|
|
|
28,531 |
42,797 |
106.43 |
3/1/2018 |
3/1/2028 |
|
|
|
|
|
|
13,622 |
54,651 |
111.80 |
2/14/2019 |
2/14/2029 |
|
|
|
|
|
|
— |
96,667 |
105.54 |
2/12/2020 |
2/12/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
20,791 |
3,501,162 |
135,530 |
22,823,252 |
Brian O. Newman |
— |
30,386 |
105.54 |
2/12/2020 |
2/12/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,994 |
7,576,990 |
Nando Cesarone |
— |
573 |
98.77 |
3/2/2016 |
3/2/2026 |
|
|
|
|
|
|
— |
1,470 |
106.87 |
3/1/2017 |
3/1/2027 |
|
|
|
|
|
|
— |
2,270 |
106.43 |
3/1/2018 |
3/1/2028 |
|
|
|
|
|
|
— |
1,898 |
104.45 |
3/22/2018 |
3/22/2028 |
|
|
|
|
|
|
— |
6,766 |
111.80 |
2/14/2019 |
2/14/2029 |
|
|
|
|
|
|
— |
13,709 |
105.54 |
2/12/2020 |
2/12/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
37,004 |
6,231,507 |
43,653 |
7,351,165 |
Kate M. Gutmann |
2,726 |
— |
96.98 |
3/4/2014 |
3/4/2024 |
|
|
|
|
|
|
6,974 |
— |
101.93 |
3/2/2015 |
3/2/2025 |
|
|
|
|
|
|
6,082 |
1,521 |
98.77 |
3/2/2016 |
3/2/2026 |
|
|
|
|
|
|
6,118 |
4,080 |
106.87 |
3/1/2017 |
3/1/2027 |
|
|
|
|
|
|
4,033 |
6,050 |
106.43 |
3/1/2018 |
3/1/2028 |
|
|
|
|
|
|
1,940 |
7,764 |
111.80 |
2/14/2019 |
2/14/2029 |
|
|
|
|
|
|
— |
15,064 |
105.54 |
2/12/2020 |
2/12/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
41,062 |
6,914,818 |
41,985 |
7,070,274 |
Juan R. Perez |
5,820 |
1,455 |
98.77 |
3/2/2016 |
3/2/2026 |
|
|
|
|
|
|
5,827 |
3,885 |
106.87 |
3/1/2017 |
3/1/2027 |
|
|
|
|
|
|
3,934 |
5,902 |
106.43 |
3/1/2018 |
3/1/2028 |
|
|
|
|
|
|
1,893 |
7,573 |
111.80 |
2/14/2019 |
2/14/2029 |
|
|
|
|
|
|
— |
14,565 |
105.54 |
2/12/2020 |
2/12/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
40,452 |
6,812,103 |
40,752 |
6,862,637 |
George A. Willis |
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,299 |
723,874 |
17,349 |
2,921,572 |
|
51 |
Table of Contents
(1) |
Stock options vest over a five-year period with 20% of the option vesting at each anniversary date of the grant. All options expire ten years from the date of grant. Under the terms of our equity incentive plans, unvested stock options become fully vested on the retirement date for the NEOs if they meet certain service requirements. |
|
|
(2) |
Unvested stock awards in this column include RPUs granted as part of the MIP in 2016, 2017 and 2018 that vest over a five-year period with approximately 20% of the award vesting on January 15 of each year. The RPUs granted as part of the MIP in 2020 vest one year after the grant date. Also includes the special grant of RSUs to Nando Cesarone, Kate Gutmann and Juan Perez on May 13, 2020 that had not vested at December 31, 2020. Values are rounded to the closest unit. |
|
|
(3) |
Market value based on NYSE closing price of the class B common stock on December 31, 2020 of $168.40. |
|
|
(4) |
Represents the potential units to be earned under the 2019 LTIP award (for the three-year performance period ending December 31, 2021), the 2020 LTIP award (for the three-year performance period ending December 31, 2022), and any dividend equivalent units allocated since the grants were made. Assumes target performance goals will be met for all performance periods. |
Option Exercises and Stock Vested
The following table sets forth the subject number of shares and
corresponding value realized during 2020 regarding options that were exercised, and restricted stock units and restricted performance
units that vested, for each NEO.
Name |
Option Awards |
|
Stock Awards |
Number of
Shares
Acquired
on Exercise
(#) |
Value Realized
on Exercise
($) |
|
Number of
Shares
Acquired
on Vesting
(#)(1) |
Value
Realized
on Vesting
($)(2) |
Carol B. Tomé |
— |
— |
|
— |
— |
David P. Abney |
— |
— |
|
109,750 |
16,928,813 |
Brian O. Newman |
— |
— |
|
45,766 |
4,312,487 |
Nando Cesarone |
5,963 |
323,537 |
|
21,605 |
3,295,756 |
Kate M. Gutmann |
10,072 |
802,009 |
|
26,614 |
3,957,399 |
Juan R. Perez |
— |
— |
|
24,804 |
3,726,654 |
George A. Willis |
35,501 |
2,319,133 |
|
21,543 |
3,239,305 |
|
|
(1) |
The numbers in this column represents the 2018 LTIP award settled in the form of RPUs that vested on December 31, 2020; approximately 20% of the MIP RPUs granted in each of 2016, 2017 and 2018 that vested on January 15, 2020; and the RSU award to Brian Newman that vested in 2020. Vested RPU awards and RSU awards are distributed to participants in an equivalent number of shares of class A common stock. |
|
|
(2) |
The value shown is based on the NYSE closing price of the class B common stock on December 31, 2020, the date the RPUs granted under the 2018 LTIP award and portions of the MIP RPUs granted in each of 2016, 2017 and 2018, vested, of $168.40 per share; and March 15, 2020, the date the special RSU award to Brian Newman vested, of $94.23 per share. |
52 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Pension Benefits
The following table quantifies the pension
benefits expected to be paid to each NEO from the UPS Retirement Plan and the UPS Excess Coordinating Benefit Plan as of December
31, 2020. The terms of each are described below.
Name |
Plan Name |
Number of
Years
Credited
Service(#)(2) |
Present
Value of
Accumulated
Benefit($)(3) |
Payments
During
Last
Fiscal
Year($) |
Carol B. Tomé(1) |
UPS Retirement Plan |
— |
— |
— |
|
UPS Excess Coordinating Benefit Plan |
— |
— |
— |
|
Total |
— |
— |
— |
David P. Abney |
UPS Retirement Plan |
46.8 |
2,576,101 |
— |
|
UPS Excess Coordinating Benefit Plan |
46.8 |
14,906,519 |
— |
|
Total |
— |
17,482,620 |
— |
Brian O. Newman(1) |
UPS Retirement Plan |
— |
— |
— |
|
UPS Excess Coordinating Benefit Plan |
— |
— |
— |
|
Total |
— |
— |
— |
Nando Cesarone(1) |
UPS Retirement Plan |
— |
— |
— |
|
UPS Excess Coordinating Benefit Plan |
— |
— |
— |
|
Total |
— |
— |
— |
Kate M. Gutmann |
UPS Retirement Plan |
31.0 |
1,753,816 |
— |
|
UPS Excess Coordinating Benefit Plan |
— |
— |
— |
|
Total |
— |
1,753,816 |
— |
Juan R. Perez |
UPS Retirement Plan |
31.0 |
1,798,913 |
— |
|
UPS Excess Coordinating Benefit Plan |
— |
— |
— |
|
Total |
— |
1,798,913 |
— |
George A. Willis |
UPS Retirement Plan |
35.9 |
2,235,671 |
36,331 |
|
UPS Excess Coordinating Benefit Plan |
35.9 |
2,487,092 |
— |
|
Total |
— |
4,722,763 |
36,331 |
|
|
(1) |
Not eligible to participate in the UPS Retirement Plan or the UPS Excess Coordinating Benefit Plan. |
|
|
(2) |
Represents years of service as of December 31, 2020 for all plans. |
|
|
(3) |
Represents the total discounted value of the monthly lifetime benefit earned at December 31, 2020, assuming the individual continues in service and retires at age 60 or at the executive’s actual age, if later. The present value is not the monthly or annual lifetime benefit that would be paid to the individual. The present values are based on discount rates of 2.77% and 3.06% for the UPS Retirement Plan and UPS Excess Coordinating Benefit Plan, respectively, at December 31, 2020. The present values assume no pre-retirement mortality and utilize the Pri-2012 healthy mortality table with adjusted mortality improvement after 2012 (no collar for the UPS Retirement Plan and white collar for the UPS Excess Coordinating Benefit Plan), with mortality improvements after 2012 using the MP-2020 projection scale adjusted to converge to 0.5% in 2025 on the RPEC model. |
Pension Benefits
The UPS Retirement Plan is non-contributory
and includes substantially all eligible employees of participating domestic subsidiaries who are not members of a collective bargaining
unit, as well as certain employees covered by a collective bargaining agreement. The UPS Retirement Plan was closed to new entrants
as of July 1, 2016.
UPS also sponsors a non-qualified defined
benefit plan, the UPS Excess Coordinating Benefit Plan, for non-union employees whose pay and benefits in the qualified plan are
limited by the Internal Revenue Service. An employee must be at least age 55 with 10 years of service to be eligible to participate
in this plan. In the year that an individual first becomes eligible to participate in the UPS Excess Coordinating Benefit Plan,
there is an increase for the participant for that year equal to the full present value of the participant’s accrued benefit
in the plan. In accordance with
the terms of the Excess Coordinating Benefit Plan, following a participant’s retirement,
the Company pays an amount equal to the Social Security and Medicare taxes due on the present value of the benefits provided under
the plan.
The UPS Retirement Plan and UPS Excess Coordinating
Benefit Plan provide monthly lifetime benefits to participants and their eligible beneficiaries based on final average compensation
at retirement, service with UPS and age at retirement. Participants may choose to receive a reduced benefit payable in an optional
form of an annuity that is equivalent to the single lifetime benefit.
The plans provide monthly benefits based
on the results from up to four benefit formulas. Participants receive the largest benefit from among the applicable benefit formulas.
For Kate Gutmann, Juan Perez and George Willis, the formula that results in the largest benefit is called the “grandfathered
integrated formula.” This formula provides retirement income equal to 58.33% of final
|
53 |
Table of Contents
average compensation, offset by a portion
of the Social Security benefit. A participant with less than 35 years of benefit service receives a proportionately lesser amount.
For David Abney, the formula that results in the largest benefit is called the “integrated account formula.” This formula
provides retirement income equal to 1.2% of final average compensation plus 0.4% of final average compensation in excess of the
Social Security Wage Base times years of benefit service.
Participants earn benefit service for the
time they work as an eligible UPS employee. For purposes of the formulas, compensation includes salary and an eligible portion
of the MIP award. The average final compensation for each participant in the plans is the average covered compensation of the participant
during the five highest consecutive years out of the last ten full calendar years of service.
Benefits payable under the UPS Retirement
Plan are subject to the maximum compensation limits and the annual benefit limits for a tax-qualified defined benefit plan as prescribed
and adjusted from time to time by the Internal Revenue Service. Eligible amounts exceeding these limits will be paid from the UPS
Excess Coordinating Benefit Plan. Under this plan, participants receive the benefit in the form of a life annuity.
The plans permit participants with 25 or
more years of benefit service to retire as early as age 55 with only a limited reduction in the amount of their monthly benefits.
Each of the NEOs would be eligible to retire at age 60 and receive unreduced benefits from the plans. In addition, the plans allow
participants with ten years or more of service to retire at age 55 with a larger reduction in the amount of their benefit. George
Willis retired on August 31, 2020, as a result his benefits were reduced by 13%. As of December 31, 2020, David Abney was eligible
for early retirement with unreduced benefits.
Non-Qualified Deferred Compensation
The following table shows the
executive and Company contributions or credits, earnings and account balances for the NEOs in the UPS Deferred Compensation
Plan and UPS Restoration Savings Plan for 2020.
Name |
Plan Name |
Executive
Contributions
in Last FY
($)(1) |
Registrant
Contributions
in Last FY
($)(2) |
Aggregate
Earnings
in Last FY
($) |
Aggregate
Withdrawals/
Distributions
($) |
Aggregate
Balance at
Last FYE
($)(3) |
Carol B. Tomé |
UPS Deferred Compensation Plan |
61,250 |
— |
407,219 |
— |
3,573,204 |
David P. Abney |
UPS Deferred Compensation Plan |
— |
— |
1,293,335 |
— |
4,567,228 |
Brian O. Newman |
— |
— |
— |
— |
— |
— |
Nando Cesarone |
UPS Restoration Savings Plan |
— |
9,645 |
— |
— |
9,645 |
Kate M. Gutmann |
UPS Deferred Compensation Plan |
— |
— |
135,095 |
— |
437,831 |
Juan R. Perez |
UPS Deferred Compensation Plan |
157,991 |
— |
198,347 |
— |
1,031,296 |
George Willis |
UPS Deferred Compensation Plan |
21,749 |
— |
120,255 |
— |
689,807 |
|
|
(1) |
For Carol Tomé, represents deferral of non-employee director fees as also reported in the “All Other Compensation” column of the Summary Compensation Table; for Juan Perez and George Willis, represents deferral of base salary. Amounts are also disclosed in the “Salary” column of the Summary Compensation Table. |
|
|
(2) |
Amount of Company credits to the UPS Restoration Savings Plan, which amounts are also disclosed in the “All Other Compensation” column of the Summary Compensation Table. |
|
|
(3) |
Certain amounts in this column represent salary, bonus or stock options contributed by the NEO to the plans in prior years as follows: Tomé — $1,822,500 Abney —$1,122,198; Newman – $0; Cesarone — $0; Gutmann — $118,149; Perez — $496,614; and Willis - $263,652. |
The deferred compensation vehicles in the
UPS Deferred Compensation Plan and the UPS Restoration Savings Plan are described below. Not all of the NEOs participate in each
feature of the UPS Deferred Compensation Plan.
Salary Deferral Feature
|
• |
Prior to December 31, 2004, contributions could be deferred from executive officers’ monthly salary and from their half-month bonus. |
|
|
|
|
• |
Prior to December 31, 2004, non-employee directors could defer retainer and meeting fees quarterly. Assets from the discontinued UPS Retirement Plan for Outside Directors were transferred to the 2004 and Before Salary Deferral Feature in 2003. |
|
• |
No contributions were permitted after December 31, 2004, except as described below. |
|
|
|
|
• |
After December 31, 2004, executive officers may defer 1% to 35% of their monthly salary and 1% to 100% of the cash portion of the MIP award. They may also defer excess pre-tax contributions if the UPS 401(k) Savings Plan fails the annual average deferral percentage test. |
|
|
|
|
• |
Non-employee directors may defer retainer fees quarterly. |
|
|
|
|
• |
Elections are made annually for the following calendar year. |
54 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Stock Option Deferral Feature
|
• |
Assets are invested solely in shares of UPS stock. |
|
|
|
|
• |
Non-qualified or incentive stock options which vested prior to December 31, 2004 were deferrable during the annual enrollment period for the following calendar year. Participants deferred receipt of UPS stock that would otherwise be taxable upon the exercise of the stock option. |
|
|
|
|
• |
The shares received upon exercise of these options are deferred into a rabbi trust. The shares held in this trust are classified as treasury stock, and the liability to participating employees is classified as “deferred compensation obligations” in the shareowners’ equity section of the balance sheet. |
|
• |
No deferrals of stock options were permitted after December 31, 2004. |
|
|
|
|
• |
As a result of the requirements applicable to non-qualified deferred compensation arrangements under Section 409A of the Internal Revenue Code and related guidance, deferral of stock options is no longer offered under the UPS Deferred Compensation Plan for options that vested after December 31, 2004. |
Withdrawals and Distributions under the UPS Deferred Compensation Plan
|
• |
For the 2004 and Before Salary Deferral Feature, participants may elect to receive the funds in a lump sum or up to a 10 year installment (of 120 monthly payments), subject to restrictions if the balance is less than $20,000. |
|
|
|
|
• |
For the 2005 and Beyond Salary Deferral Feature, participants may elect to receive funds in a lump sum or up to a 10 year installment (120 monthly payments), subject to restrictions if the balance, plus the total balance in any other account which must be aggregated with the 2005 and Beyond Salary Deferral Account under Section 409A of the Internal Revenue Code, is less than the Internal Revenue Code Section 402(g) annual limit in effect for qualified 401(k) plans on the date the participant becomes eligible for a distribution. |
|
|
|
|
• |
For the Stock Option Deferral Feature, participants may elect to receive shares in a lump sum or up to 10 annual installments, subject to restrictions if the balance is less than $20,000. The distribution of shares will occur pro-rata based on the type of stock options (non-qualified or incentive) that were originally deferred. |
|
|
|
|
• |
The distribution election under the 2005 and Beyond Salary Deferral Feature may be changed one time only, but may be changed more frequently under the 2004 and Before Salary Deferral Feature and the Stock Option Deferral Feature. |
|
• |
Hardship distributions are permitted under all three features of the UPS Deferred Compensation Plan. |
|
|
|
|
• |
Withdrawals are not permitted under the 2005 and Beyond Salary Deferral Feature, but withdrawals are permitted for 100% of the account under the 2004 and Before Salary Deferral Feature and Stock Option Deferral Feature. However, withdrawals will result in a forfeiture of 10% of the participant’s total account balances. |
No Company contributions are made to any
of the three features of the UPS Deferred Compensation Plan. The aggregate balances shown in the table above represent amounts
that the NEOs have earned but elected to defer, plus earnings (or less losses). There are no above-market or preferential earnings
in the UPS Deferred Compensation Plan. The investment options mirror those in the UPS 401(k) Savings Plan. Dividends earned on
shares of UPS stock in the UPS Deferred Compensation Plan are earned at the same rate as all other class A and class B shares of
common stock. Dividends are added to the participant’s deferred compensation balance. Deferral elections made under the UPS
Deferred Compensation Plan are irrevocable once made.
UPS Restoration Savings Plan
Benefits payable under the UPS 401(k) Savings
Plan are subject to the maximum compensation limits and the annual benefit limits for a tax-qualified defined contribution plan
as established by the Internal Revenue Service. Amounts exceeding these limits are paid pursuant to the UPS Restoration Savings
Plan, which is a non-qualified restoration plan designed to replace the amount
of benefits limited under the tax-qualified
plan. Without the UPS Restoration Savings Plan, executive officers would receive a lower benefit as a percent of eligible compensation
than the benefit received by other participants in the UPS Savings Plan.
|
55 |
Table of Contents
Potential Payments on Termination
or Change in Control
Our Compensation Committee believes that
UPS has created a culture where long tenure for executives is the norm. As a result, executive officers serve without employment
contracts, as do most of our other U.S.-based non-union employees.
In connection with the hiring of each of
Carol Tomé and Brian Newman we entered into protective covenant agreements with each of them. These agreements provide
for separation pay equal to two years’ salary in the event they are terminated without cause during the first two years
of employment. In the event Brian is terminated without cause during the first two years of employment his special performance
based cash award granted in September 2019 will continue vesting. In the event either of them are terminated without cause after
the first two years of employment, the Company is obligated to make such payments and continue vesting such grants if it elects
to enforce post-termination non-compete covenants connected to those agreements.
In addition, we entered into retention arrangements
and protective covenant agreements with Nando Cesarone, Kate Gutmann and Juan Perez that provide for the continued vesting of
their special RSU retention grants in the event they are terminated without cause or resign for “good reason”.
Our current and prior equity incentive plans
and related documents contain provisions that affect outstanding awards to all plan participants, including the NEOs, in the event
of a participant’s death, disability or retirement, or a change in control (as defined below) of the Company.
Upon a participant’s death, disability or retirement:
|
• |
Options will immediately
vest, and remain exercisable until the tenth anniversary of the date of grant; |
|
|
|
|
• |
Shares of restricted
stock, RSUs or RPUs that are no longer subject to performance conditions will immediately vest. In the case of a participant’s
death, shares (or cash, as |
|
|
applicable) attributable to the number of restricted shares, RSUs or RPUs
will be transferred to the participant’s estate within 90 days. In the case of a participant’s disability or retirement,
shares (or cash, as applicable) attributable to the number of restricted shares, RSUs or RPUs will be transferred to the participant
on the same schedule as if they had remained employed; and |
|
|
|
|
• |
Shares of restricted
stock, RSUs and RPUs that are still subject to performance conditions shall be deemed earned on a prorated basis for the number
of months worked during the performance period. In the case of a participant’s death, shares (or cash, as applicable)
attributable to the prorated number of restricted shares, RSUs or RPUs calculated at target performance level will be transferred
to the participant’s estate within 90 days. In the case of a participant’s disability or retirement, shares (or
cash, as applicable) attributable to the prorated number of restricted shares, RSUs or RPUs calculated based on actual performance
results for the full performance period will be transferred to the participant following the end of the performance period. |
Upon a change in control, if the successor company does not continue,
assume or substitute other grants for outstanding awards, or upon a change in control followed by a qualifying termination:
|
• |
Options will immediately vest and become
exercisable; |
|
|
|
|
• |
Shares of restricted
stock, RSUs or RPUs that are no longer subject to performance conditions will immediately vest; and |
|
|
|
|
• |
Shares of restricted
stock, RSUs and RPUs that are still subject to performance conditions will be deemed earned to the extent that actual achievement
of the applicable performance conditions can be determined, or on a prorated basis for the portion of the performance period
completed prior to the change in control or qualifying termination, based on target or actual performance. |
Other Outstanding Awards; No Tax Gross-Ups
Other outstanding awards will vest and be
paid generally as described in the bullet points above (except, where applicable, timing of payment generally will be tied to such
change in control, rather than termination or resignation). We do not provide for the payment of tax gross-ups on outstanding awards.
56 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
The following table shows the potential payments
to the NEOs upon a termination of employment under various circumstances. In preparing the table, we assumed the event occurred
on December 31, 2020. The closing price per share of our class B common stock on the NYSE on December 31, 2020 was $168.40. The
actual amounts to be paid under any of the scenarios can only be determined at the time of such NEO’s separation from the
Company. George Willis is not included in the table because he was not employed on this date. Upon his retirement, all outstanding
stock options vested and became exercisable and his outstanding LTIP grants vested, with payout prorated based on the number of
months worked during each applicable performance period, subject in each case to actual performance as determined at the end of
each performance period.
Name |
Separation Pay(1)
($) |
Accelerated
Vesting
of Equity
Awards(2)
($)
|
Total
($) |
Carol B. Tomé |
|
|
|
Termination (voluntary or involuntary for cause) |
— |
— |
— |
Termination (involuntary without cause) |
2,500,008 |
— |
2,500,008 |
Change in Control (with qualifying termination) |
— |
26,933,348 |
26,933,348 |
Retirement |
— |
26,933,348 |
26,933,348 |
Death |
— |
26,933,348 |
26,933,348 |
Disability |
— |
26,933,348 |
26,933,348 |
David P. Abney |
|
|
|
Termination (voluntary or involuntary for cause) |
— |
— |
— |
Termination (involuntary without cause) |
— |
— |
— |
Change in Control (with qualifying termination) |
— |
40,747,243 |
40,747,243 |
Retirement |
— |
40,747,243 |
40,747,243 |
Death |
— |
40,747,243 |
40,747,243 |
Disability |
— |
40,747,243 |
40,747,243 |
Brian O. Newman |
|
|
|
Termination (voluntary or involuntary for cause) |
— |
— |
— |
Termination (involuntary without cause) |
4,493,520 |
— |
4,493,520 |
Change in Control (with qualifying termination) |
— |
9,487,022 |
9,487,022 |
Retirement |
— |
9,487,022 |
9,487,022 |
Death |
3,000,000 |
9,487,022 |
12,487,022 |
Disability |
3,000,000 |
9,487,022 |
12,487,022 |
Nando Cesarone |
|
|
|
Termination (voluntary or involuntary for cause) |
— |
— |
— |
Termination (involuntary without cause) |
— |
5,689,907 |
5,689,907 |
Change in Control (with qualifying termination) |
— |
15,219,553 |
15,219,553 |
Retirement |
— |
9,529,645 |
9,529,645 |
Death |
— |
15,219,553 |
15,219,553 |
Disability |
— |
15,219,553 |
15,219,553 |
Kate M. Gutmann |
|
|
|
Termination (voluntary or involuntary for cause) |
— |
— |
— |
Termination (involuntary without cause) |
— |
5,689,907 |
5,689,907 |
Change in Control (with qualifying termination) |
— |
16,103,111 |
16,103,111 |
Retirement |
— |
10,413,203 |
10,413,203 |
Death |
— |
16,103,111 |
16,103,111 |
Disability |
— |
16,103,111 |
16,103,111 |
Juan R. Perez |
|
|
|
Termination (voluntary or involuntary for cause) |
— |
— |
— |
Termination (involuntary without cause) |
— |
5,689,907 |
5,689,907 |
Change in Control (with qualifying termination) |
— |
15,724,855 |
15,724,855 |
Retirement |
— |
10,034,948 |
10,034,948 |
Death |
— |
15,724,855 |
15,724,855 |
Disability |
— |
15,724,855 |
15,724,855 |
|
|
(1) |
Represents the value of separation pay, and with respect to Brian Newman, the payment of his performance-based cash award (see “Employment Transition Payments” above). A portion of Brian’s performance-based cash award was paid out in March 2021, and the remaining portion of this award will be paid out in March 2022. |
|
|
(2) |
Represents the value of accelerated vesting of stock options and RPUs in accordance with the terms of the 2009 Plan, the 2012 Plan, the 2015 Plan, the 2018 Plan and the applicable award certificates. Also includes the 2019 and 2020 LTIP awards calculated at target. The performance measurement period for the 2019 LTIP award ends December 31, 2021, and performance measurement period for the 2020 LTIP award ends December 31, 2022. With respect to Nando Cesarone Kate Gutmann and Juan Perez, includes the continued vesting of the one-time RSU awards to each as described in “Employment Transition Payments” above. |
|
57 |
Table of Contents
Other Amounts
The previous table does not include payments
and benefits to the extent they are generally provided on a non-discriminatory basis to salaried employees not subject to a collective
bargaining agreement upon termination of employment. These include:
|
• |
Life insurance upon death in the amount of 12 times the employee’s monthly base salary, with a December 31, 2020 maximum benefit payable of $1 million; |
|
|
|
|
• |
A death benefit in the amount of three times the employee’s monthly salary; |
|
|
|
|
• |
Disability benefits; and |
|
|
|
|
• |
Accrued vacation amounts. |
The tables also do not include amounts to
which the executives would be entitled to receive that are already described in the compensation tables that appear earlier in
this Proxy Statement, including:
|
• |
The value of equity awards that are already vested; |
|
|
|
|
• |
Amounts payable under defined benefit pension plans; and |
|
|
|
|
• |
Amounts previously deferred into the deferred compensation plan. |
Definition of a Change in Control
A change in control of the company as defined
in the 2018 Plan is deemed to have occurred as of the first day that any one or more of the following conditions shall have been
satisfied:
|
• |
The consummation of a reorganization,
merger, share exchange or consolidation, in each case, where persons who were shareowners of UPS immediately prior to such
reorganization, merger, share exchange or consolidation do not, immediately thereafter, own more than fifty percent (50%) of
the combined voting power of the reorganized, merged, surviving or consolidated company’s then outstanding securities
entitled to vote generally in the election of directors in substantially the same proportions as immediately prior to the
transaction; or a liquidation or dissolution of UPS or the sale of substantially all of UPS’s assets; or |
|
• |
Individuals who, as of any date (the “Beginning Date”), constitute
the Board of Directors (the “Incumbent Board”) and who, as of the end of the two-year period beginning on such Beginning
Date, cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director
subsequent to the Beginning Date whose election, or nomination for election by UPS’s shareowners, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual
whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of
the directors of UPS, as such terms are used under applicable SEC rules and requirements) shall be considered as though such person
were a member of the Incumbent Board. |
Equity Compensation Plans
The following table sets forth information
as of December 31, 2020 concerning shares of our common stock authorized for issuance under all of our equity compensation plans.
Plan category |
Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
(a) |
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b) |
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c) |
|
Equity compensation plans approved by security holders(1) |
11,037,149 |
14.83 |
19,021,611 |
(2) |
Equity compensation plans not approved by security holders |
— |
N/A |
— |
|
Total |
11,037,149 |
14.83 |
19,021,611 |
|
|
|
(1) |
Includes the 1999 Plan, the 2009 Plan, the 2012 Plan, the 2015 Plan, the 2018 Plan and the Discounted Employee Stock Purchase Plan, each of which has been approved by our shareowners. Effective with the approval of the 2018 Plan in May 2018, no additional securities may be issued under the 1999 Plan, the 2009 Plan, the 2012 Plan or the 2015 Plan. Awards that do not entitle the holder to receive or purchase shares and awards that are settled in cash are not counted against the aggregate number of shares available for awards under the 2018 Plan. |
|
|
(2) |
In addition to grants of options, warrants or rights, this number includes up to 7,204,905 shares of common stock or other stock-based awards that may be issued under the 2018 Plan, and up to 11,816,706 shares of common stock that may be issued under the Discounted Employee Stock Purchase Plan. This number does not include shares under the 1999 Plan, the 2009 Plan, the 2012 Plan or the 2015 Plan because no new awards may be made under those plans. |
58 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
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Median Employee to CEO Pay Ratio
As required by Item 402(u) of Regulation
S-K, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following ratio of the annual
total compensation of our CEO to the annual total compensation of our median employee.
The 2020 annual total compensation of the
median compensated employee was $44,254; our CEO’s 2020 annualized total compensation was $14,276,035, and the ratio of these
amounts was 323-to-one. Our CEO’s 2020 annualized total compensation was different from the amount included in the Summary
Compensation Table.
Items related to healthcare benefits, which
are available generally to all salaried employees of the Company, are included in the annual total compensation numbers above.
The CEO’s and median employee’s Company-paid healthcare benefit amounts were $5,331 and $5,111 respectively. For the
CEO, this amount is not included in the Summary Compensation Table as permitted by SEC regulations.
As permitted by SEC rules, the Company elected
to annualize Carol Tomé’s compensation, who became CEO on June 1, 2020, using reasonable assumptions. Carol’s
salary was annualized to $1,250,004; her LTIP grant was annualized to $9,169,061 to reflect the full intended value of her 2020
LTIP award; and her MIP award was annualized to $2,641,710 to reflect the value she would have received if her actual award had
not been prorated based on the number of months worked. Carol’s 2020 annualized total compensation is not included in the
Summary Compensation Table.
The SEC’s rules for identifying the
median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies
to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect
their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable
to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize
different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
The pay ratio reported above is a reasonable
estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described
below. For these purposes, we identified the median compensated employee from our employee population as of October 1, 2020, using
total taxable wages (Form W-2 Box 1 or equivalent) paid to our employees in fiscal year 2020. We determined our total workforce
as of October 1, 2020 to consist of 547,857 employees. As permitted by SEC rules, under the 5% “De Minimis Exemption,”
we excluded 26,368 non-U.S. employees, or 4.8% of our total workforce. As a result of these exclusions, our median employee was
identified from an employee population of 521,489 employees.
The excluded countries and their
employee populations are as follows: Argentina (242 employees), Australia (486 employees), Austria (185 employees), Bahrain
(28 employees), Belarus (23 employees), Belgium (1,008 employees), Brazil (692 employees), Chile (113 employees), Colombia
(1,064 employees), Costa Rica (343 employees), Czech Republic (453 employees), Denmark (531 employees), Dominican Republic
(116 employees), Ecuador (65 employees), Egypt (29 employees), El Salvador (30 employees), Finland (187 employees), Greece
(143 employees), Guam (2 employees), Guatemala (73 employees), Honduras (39 employees), Hong Kong (1,013 employees), Hungary
(417 employees), Indonesia (159 employees), Ireland (1,133 employees), Italy (1,279 employees), Jamaica (4 employees), Japan
(644 employees), Kazakhstan (36 employees), Kuwait (54 employees), Luxembourg (11 employees), Macau (2 employees), Malaysia (302 employees), Mexico (2,489 employees), Morocco (60 employees), New Zealand (27 employees), Nicaragua (25 employees),
Nigeria (288 employees), Norway (105 employees), Pakistan (59 employees), Panama (32 employees), Peru (77 employees),
Philippines (1,470 employees), Portugal (195 employees), Puerto Rico (442 employees), Romania (142 employees), Russia (571
employees), Singapore (1,219 employees), Slovakia (18 employees), Slovenia (51 employees), South Africa (277 employees),
South Korea (558 employees), Spain (1,314 employees), Sweden (938 employees), Switzerland (703 employees), Taiwan (970
employees), Thailand (473 employees), Turkey (1,992 employees), Ukraine (89 employees), United Arab Emirates (532 employees),
U.S. Virgin Islands (10 employees), and Vietnam (336 employees).
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Proposal 2 — Advisory Vote to Approve Named Executive
Officer Compensation
What am I voting on? Whether you approve,
on an advisory basis, the compensation of the NEOs as disclosed in this Proxy Statement.
Voting Recommendation: Our Board of
Directors recommends that shareowners vote FOR this proposal.
Vote
Required: The proposal must be approved by a majority of the voting power of the shares present in person or by proxy.
|
Pay that reflects performance and alignment
of pay with the long-term interests of our shareowners are key principles that underlie our compensation programs. In accordance
with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange
Act, shareowners have the opportunity to vote, on an advisory basis, to approve the compensation of our NEOs. This is often referred
to as a “say on pay” vote and provides you, as a shareowner, with the ability to cast a vote with respect to the 2020
compensation paid to the NEOs as disclosed in this proxy statement through the following resolution:
“RESOLVED, that the shareowners approve,
on an advisory basis, the compensation of the NEOs, as described in the Compensation Discussion and Analysis section and in the
compensation tables and accompanying narrative disclosure in the Company’s Proxy Statement for the 2021 Annual Meeting of
Shareowners.”
As discussed in the Compensation Discussion
and Analysis section, the compensation paid to our NEOs reflects the following principles of our compensation program:
|
• |
encouraging executive decision-making that is aligned with the long-term interests of our shareowners; |
|
• |
tying a significant portion of executive pay to Company performance over a multi-year period; |
|
|
|
|
• |
promoting UPS’s long-standing culture of owner-management; and |
|
|
|
|
• |
using a balance of short- and long-term performance metrics to encourage the efficient management of our business and minimize excessive risk-taking. |
Although this vote is non-binding, the Compensation
Committee and the Board value our shareowners’ views and expect to consider the voting results. To the extent there is a
significant negative vote, we expect that we will consult directly with shareowners to better understand the concerns that influenced
the vote. As they currently do, the Compensation Committee and the Board would consider the constructive feedback obtained through
this process in making decisions about future compensation arrangements for our NEOs. We conduct say on pay votes annually, and
the next say on pay vote is expected to occur at the 2022 Annual Meeting.
In accordance with the Dodd-Frank Act, this
vote does not overrule any decisions by the Board, will not create or imply any change to or any additional fiduciary duties of
the Board and will not restrict or limit the ability of shareowners generally to make proposals for inclusion in proxy materials
related to executive compensation.
60 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Proposal 3 — Approve 2021
Omnibus Incentive Compensation Plan
What am I voting on? Whether you approve
the United Parcel Service, Inc. 2021 Omnibus Incentive Compensation Plan as described in this Proxy Statement.
Voting Recommendation: Our Board of Directors
recommends that shareowners vote FOR this proposal.
Vote Required: The proposal must be approved
by a majority of the voting power of the shares present in person or by proxy.
|
The Board of Directors has adopted, and recommends
that the shareowners approve, the United Parcel Service, Inc. 2021 Omnibus Incentive Compensation Plan (the “2021 Plan”),
which will succeed the United Parcel Service, Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”). The
2021 Plan permits the grant of options, stock appreciation rights, restricted stock, restricted stock units, restricted performance
shares, restricted performance units, shares, cash awards and certain other awards (collectively, “awards”).
Shareowner approval of the 2021 Plan is required
by NYSE rules. If we receive shareowner approval, the 2021 Plan will become effective as of the day of the 2021 Annual Meeting
of
Shareowners (May 13, 2021). If shareowners approve
the 2021 Plan, no further grants will be made under the 2018 Plan, but awards outstanding under the 2018 Plan will continue in
effect in accordance with their terms. If we do not receive shareowner approval, the 2021 Plan will not go into effect and the
2018 Plan will remain in effect.
A summary of the material terms of the 2021
Plan is provided below, which summary is qualified in its entirety by reference to the text of the 2021 Plan that is included as
Annex A to this proxy statement.
In evaluating this proposal, shareowners should
consider all of the information in this proposal.
Purposes of the 2021 Plan
As discussed in the Compensation Discussion
and Analysis, annual and long-term incentive compensation and equity compensation awards play an important part in our pay-for-performance
philosophy. The ability to grant equity compensation awards also helps us remain competitive in retaining and attracting highly
qualified employees upon whom, in large measure, the future growth and success of UPS depend. In 2020, we granted equity compensation
awards to approximately 35,000 of our employees as a component of their compensation.
In general, the purposes of the 2021 Plan are
to:
|
• |
permit the grant of short-term and long-term incentives and rewards to UPS employees,
directors, and certain consultants, agents and other service providers for service and/or performance; and |
|
|
|
|
• |
promote teamwork among such service providers. |
The 2021 Plan is further intended to provide
flexibility to UPS in our ability to motivate, attract, and retain the services of
employees, directors and others who make contributions
to our success and to allow our employees and directors to share in our success.
Approving the 2021 Plan would further these
objectives by allowing us to continue to grant annual and long-term equity incentive compensation for approximately three years
based on our historic grant rates and approximate current share price (but the shares authorized under 2021 Plan could last for
a different period of time if actual practice does not match recent rates or our share price changes materially). If the 2021 Plan
is not approved, we do not expect to have sufficient shares to meet our anticipated annual and long-term equity compensation needs
after 2021 under our existing 2018 Plan. If the 2021 Plan is not approved, we may be compelled to increase significantly the cash
component of our employee and director compensation, which may not necessarily align employee and director compensation interests
with the investment interests of our shareowners. Replacing equity awards with cash also would increase cash compensation expense
and use cash that might be better utilized.
Highlights of Key Corporate Governance Practices
and Provisions under the 2021 Plan
We believe that the 2021 Plan will promote the
interests of our shareowners and is consistent with principles of good corporate governance. The 2021 Plan includes the following
key practices and provisions.
Administered by an independent committee.
Awards to executive officers will generally be administered by the Compensation Committee of our Board of Directors or, under
limited circumstances, the full Board of Directors. The Compensation Committee is composed entirely of independent directors who
meet the SEC and NYSE standards for independence.
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61 |
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No current dividends on unearned awards.
The 2021 Plan prohibits the current payment of dividends or dividend equivalents on unvested or unearned awards.
No “liberal” change in control
definition. The change in control definition in the 2021 Plan is not “liberal” and, for example, would not occur
merely upon shareowner approval of a transaction. A change in control must actually occur in order for the change in control provisions
in the 2021 Plan to be triggered.
Best practice change in control treatment
of awards. In connection with a change in control, time-based awards will generally only be accelerated if the awards are not
assumed or converted following the change in control. “Double trigger” treatment (in other words, a qualifying termination
of service following a Change in Control) will apply to time-based awards in other circumstances. Performance-based awards will
generally only be accelerated (1) to the extent of actual achievement of the performance conditions or (2) on a prorated basis
for time elapsed in ongoing performance period(s) based on target or actual achievement. Double-trigger treatment will apply to
performance based awards in other circumstances (1) to the extent of actual achievement of the performance conditions or (2) on
a prorated basis for time elapsed in ongoing performance period(s) based on target or actual achievement.
Awards are subject to clawback. All awards
under the 2021 Plan are subject to recoupment or clawback under certain circumstances.
No liberal share counting with respect to
all awards. The 2021 Plan prohibits the reuse of shares withheld or delivered to satisfy the exercise price of an option or
stock appreciation right or to satisfy tax withholding requirements of any award.
Cap on Compensation Paid to Non-Employee
Directors. With respect to any single fiscal year, the aggregate compensation that may be granted or awarded to a single non-employee
director may not exceed $750,000, with a limited exception for a non-executive chair of the Board.
No discounted stock options or SARs. Except
as otherwise described below, all stock option and SAR awards under the 2021 Plan must have an exercise or base price that is not
less than the fair market value of the underlying common stock on the date of grant.
No repricing of stock options or SARs. The
2021 Plan generally prohibits any repricing or cash buyout of stock options or SARs without shareowner approval.
No tax gross ups. The 2021 Plan does
not include any tax gross-up provisions.
No reloads. The 2021 Plan does not permit
the grant of stock option reloads.
Shares Available for Issuance under the 2021
Plan
The shares issuable pursuant to awards granted
under the 2021 Plan will be shares of class A common stock of UPS, or Shares. The maximum number of Shares available for awards
granted under the 2021 Plan (the “Share Reserve”) is (1) 25,000,000 Shares, less (2) one Share for each Share issued
under awards granted under the 2018 Plan after December 31, 2020, plus (3) the Shares that are subject to awards under the 2021
Plan or any Prior Plans (as defined below) that are added (or added back, as applicable) under the share counting rules of the
2021 Plan, subject to adjustment as described below. Such Shares may be Shares of original issuance or treasury Shares, or a combination
of both. To the extent provided in an award, any award denominated in Shares may be settled in cash or any award denominated in
cash may be settled in Shares, subject to certain limitations in the 2021 Plan. Subject to adjustment as provided in the 2021 Plan,
the maximum number of Shares that can be issued upon the exercise of options under the 2021 Plan that are designated as incentive
stock options and intended to meet the requirements of Section 422 of the Code (“Incentive Stock Options”) is 25,000,000.
Each Share subject to an award under the 2021
Plan will reduce the Share Reserve by one Share.
If any Shares subject to an award under the
2021 Plan are forfeited before vesting or any award under the 2021 Plan (in whole or in part) otherwise expires, terminates, is
cancelled, is settled in cash or is unearned, without the issuance of such Shares in full
to a participant, such Shares, to the extent
of any such forfeiture, expiration, termination, cancellation, cash payment or unearned amount, will again be available for grant
under the 2021 Plan and be added back to the Share Reserve. If, after the effective date of the 2021 Plan, any Shares subject to
an award under the 2018 Plan, the United Parcel Service, Inc. 2015 Omnibus Incentive Compensation Plan, the United Parcel Service,
Inc. 2012 Omnibus Incentive Compensation Plan, the United Parcel Service, Inc. 2009 Omnibus Incentive Compensation Plan or the
United Parcel Service, Inc. Incentive Compensation Plan (each a “Prior Plan”, collectively the “Prior Plans”)
are forfeited or such award (in whole or in part) otherwise expires, terminates, is cancelled, is settled in cash or is unearned,
without the issuance of Shares in full, then to the extent of such forfeiture, expiration, termination cancellation, cash payment
or unearned amount, any Shares not issued under such Prior Plan award will be available for grant under the 2021 Plan and be added
to the Share Reserve.
For the avoidance of doubt: (1) Shares withheld
or otherwise used from an award to satisfy tax withholding requirements will count against the number of Shares remaining available
for awards granted under the 2021 Plan, and Shares delivered or otherwise used by a participant to satisfy tax withholding requirements
will not be added to the Share Reserve; (2) the full number of Shares subject to a stock option will count against the number of
Shares remaining available for awards granted under the 2021 Plan, even if the exercise price of an option is satisfied through
net-
62 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
settlement or by delivering Shares to us (by
either actual delivery or attestation); (3) the full number of Shares subject to a SAR will count against the number of Shares
remaining available for awards made under the 2021 Plan (rather than the net number of Shares actually delivered upon exercise);
and (4) Shares repurchased with proceeds from the payment of the exercise price of a stock option shall not be added to the Share
Reserve. The Share Reserve will not be reduced for awards that may be
settled solely in cash or for Shares subject
to awards issued in substitution for assumption of awards under an acquired plan (see the “Corporate Transaction” section
below for additional details).
If the 2021 Plan is approved by our shareowners,
the Plan will become effective as of the day of our 2021 Annual Meeting of Shareowners (May 13, 2021) and no further awards will
be made under the 2018 Plan.
Determination of Number of Shares for the 2021
Plan
The board and the Compensation Committee considered
various factors, including potential burn rate, potential dilution or overhang and historical grant practices, in determining the
number of Shares to be available for issuance under the 2021 Plan. This section and the section that follows present information
regarding our view of the overhang and dilution associated with the Prior Plans and the potential dilution associated with the
2021 Plan.
We actively manage our long-term dilution by
limiting the number of Shares subject to equity awards that we grant annually, commonly expressed as a percentage of weighted average
common shares outstanding and referred to as burn rate. Burn rate is a key measure of dilution that shows how rapidly a company
is depleting its shares reserved for equity compensation plans, and differs from annual dilution because it does not take into
account cancellations and other shares returned to the reserve. In order to calculate burn rate, we include the number of stock
options granted in any given period, plus the number of Shares subject to full value awards granted during the period and divide
the total by the weighted average common Shares outstanding.
We have calculated the burn rate this way under
the Prior Plans for the past three years, as set forth in the following table:
| |
| | |
| | |
| | |
Weighted | | |
| |
| |
| | |
| | |
| | |
Average | | |
| |
| |
| | |
Earned | | |
| | |
Common | | |
| |
| |
Options | | |
Full Value | | |
| | |
Shares | | |
Burn |
Year | |
Granted | | |
Shares* | | |
Total | | |
Outstanding | | |
Rate |
2020 | |
441,000 | | |
13,062,000 | | |
13,503,000 | | |
867,000,000 | | |
1.56 | % |
2019 | |
| 261,000 | | |
| 5,998,000 | | |
| 6,259,000 | | |
| 864,000,000 | | |
| 0.72 | % |
2018 | |
| 279,000 | | |
| 6,109,000 | | |
| 6,388,000 | | |
| 866,000,000 | | |
| 0.74 | % |
Three-year average | |
| | | |
| | | |
| | | |
| | | |
| 1.01 | % |
* |
With respect to performance-based shares/units in the table above, we calculate
the share usage rate based on the applicable number of shares earned each year. For reference, the performance-based shares/units
granted during the foregoing 3-year period were as follows: 3,868,000 shares in 2020, 6,490,000 shares in 2019 and 5,691,000
shares in 2018. |
An additional metric that we use to measure
the cumulative impact of our equity program is potential fully diluted overhang. We calculate this as (A) the number of Shares
subject to equity
awards outstanding but not exercised or settled,
plus (B) the number of Shares available for new awards, divided by (C) the total Shares outstanding at the end of the year plus
A and B. Our potential fully diluted overhang as of December 31, 2020 was 1.38% and our three-year average potential overhang for
the three most recently completed calendar years was 2.68%. Based on the total number of Shares outstanding as of December 31,
2020 (864,600,000), the number of Shares requested under the 2021 Plan (25,000,000) represents potential additional dilution or
overhang of 1.96%.
The following are the factors that were material
to the evaluation by the board and Compensation Committee in determining acceptable and targeted levels of dilution: competitive
data from relevant peer companies, the current and future accounting expense associated with our equity award practices, shareowner
feedback and the influence of certain proxy advisory firms. Our equity programs are revisited at least annually and assessed against
these and other measures.
Based on historical grant information, we estimate
that the availability of 25,000,000 Shares under the 2021 Plan would provide a sufficient number of Shares to enable us to continue
to make awards at historical average annual rates for approximately 3 years, but such Shares could last for a different period
of time if actual grant practice does not match recent rates or our class B common stock price changes materially. As noted below,
our Compensation Committee retains full discretion under the 2021 Plan to determine the number and amount of awards to be granted
under the 2021 Plan, subject to the terms of the 2021 Plan, and future benefits that may be received by participants under the
2021 Plan are not determinable at this time.
The following table summarizes the actual Shares
outstanding and Shares remaining available for future awards under the Prior Plans as of December 31, 2020. The table includes
information regarding all of our outstanding equity awards and Shares available for future awards under our Prior Plans as of December
31, 2020 (and without giving effect to this Proposal 3). Our equity compensation program grants are generally awarded in the first
quarter of each year.
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| |
| |
Weighted | |
| | |
Percentage of |
| |
| |
Average | |
Weighted | | |
Common Shares |
| |
| |
Remaining Term | |
Average | | |
Outstanding as of |
| |
Shares | |
(in years) | |
Exercise Price | | |
December 31, 2020 |
Outstanding stock options as of December 31, 2020 | |
1,564,000 | |
6.84 | |
$ | 103.60 | | |
| 0.18 | % |
Outstanding full-value awards as of December 31, 2020 | |
3,297,000 | |
| |
| | | |
| 0.38 | % |
Proposed Shares available for awards under 2021 Plan | |
25,000,000 | |
| |
| | | |
| 2.89 | % |
Proposed Shares plus outstanding options and awards as of December 31, 2020* | |
29,861,000 | |
| |
| | | |
| 3.45 | % |
Number of common shares outstanding as of December 31, 2020 | |
864,600,000 | |
| |
| | | |
| | |
* |
The proposed share reserve is subject
to reduction for any awards granted under the 2018 Plan after December 31, 2020. As of December 31, 2020, there were 7,204,905
shares available for future grant under the 2018 Plan. |
Upon approval of the 2021 Plan, no further grants
will be made under the 2018 Plan. If for any reason the 2021 Plan is not approved by shareowners, the 2018 Plan reserve Shares
will remain available for grant under the 2018 Plan as currently in effect.
The Shares are not listed on a national securities
exchange or traded in an organized over-the-counter market, but each Share
is convertible into one share of UPS’
class B common stock. The closing price of our class B common stock on the NYSE on March 22, 2021 was $161.06 per share. Therefore,
the aggregate market value as of March 22, 2021 of the 25,000,000 Shares requested under the 2021 Plan is $4,026,500,000.
Limits on Compensation Paid to Non-Employee
Directors
With respect to any single fiscal year, the
aggregate compensation that may be granted or awarded to any single non-employee director, including all cash fees and retainers
paid during the fiscal year to the non-employee director, in respect of his or her service as a member of the board during such
fiscal year, including service as a member or chair of any committee of the board, may not exceed $750,000. For purposes of such
limit, the value of awards will be determined based on the aggregate grant
date fair value of all awards granted to non-employee
director in such fiscal year (computed in accordance with applicable financial reporting rules). The board may make exceptions
of this limit for a non-executive chair of the board, as the board may determine in its discretion, provided that any such non-executive
chair of the board receiving such additional compensation may not participate in the decision to award such compensation.
Dividends and Dividend Equivalent Rights
Neither dividends nor dividend equivalents may
be paid with respect to options or SARs. Notwithstanding any other provision of the 2021 Plan to the contrary, with respect to
any award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period
that an award is
outstanding, then such dividends (or dividend
equivalents) will either (1) not be paid or credited with respect to such award or (2) be accumulated but remain subject to vesting
requirement(s) to the same extent as the applicable award and will only be paid at the time or times such vesting requirement(s)
are satisfied.
Administration and Eligibility
The 2021 Plan will be administered by the Compensation
Committee, except that the Board of Directors will administer the 2021 Plan with respect to non-employee directors. The Board of
Directors also may at any time take on the powers, authority and duties of the Compensation Committee under the 2021 Plan. The
Compensation Committee generally may delegate its power, authority and duties under the 2021 Plan, except as prohibited by law.
The Compensation Committee in general may: determine
who among those eligible to participate in the 2021 Plan will be granted awards; determine the amounts and types of awards to be
granted; determine the terms and conditions of all awards; determine whether, to what extent, and/or under what circumstances the
vesting of awards under the 2021 Plan will be accelerated; construe and interpret the terms of the 2021 Plan or any award documents
under the 2021 Plan; establish, amend or waive rules and regulations for the administration of the 2021 Plan; amend the
2021 Plan or the terms and conditions of any
outstanding award subject to certain limits in the 2021 Plan, as explained below; and make other determinations which are necessary
or advisable for the administration of the 2021 Plan. Determinations of the Compensation Committee will be final, binding, and
conclusive.
Individuals eligible to receive awards under
the 2021 Plan will consist of employees (as defined in the 2021 Plan) of UPS or a subsidiary or affiliate of UPS, directors of
UPS, and consultants, agents or other persons other than employees or directors who render valuable services to UPS or a subsidiary
or affiliate of UPS. As of March 1, 2021, the Company had fifteen directors and approximately 40,000 full-time management employees
who would be eligible for awards under the 2021 Plan. The basis for participation in the 2021 Plan by eligible persons is the selection
of such persons for participation by the Compensation Committee in its discretion.
64 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Types of Awards
Stock Options
Stock options may be either nonqualified stock
options or Incentive Stock Options. The exercise price of any stock option must be equal to or greater than the fair market value
of a Share on the date the option is granted. The term of a stock option cannot exceed ten years. Incentive Stock Options may only
be granted to participants who are employees of UPS or certain related companies.
A stock option’s terms and conditions,
including the number of Shares to which the option pertains, exercise price, vesting and expiration of the option, whether the
stock option is intended to be an Incentive Stock Option or a nonqualified stock option, and the extent to which the participant
has any rights to the stock option following termination of employment, directorship or other relationship with UPS or its affiliates,
will be determined by the Compensation Committee and set forth in an award document.
Payment for Shares purchased upon exercise of
a stock option must be made in full at the time of exercise. The exercise price may be paid (a) in cash or its equivalent, (b)
by tendering previously acquired Shares having an aggregate value at the time of exercise equal to the total exercise price, (c)
through a reduction in the number of Shares received through the exercise of the option, or (d) by a combination of (a), (b) and
(c).
The 2021 Plan includes further restrictions
with respect to Incentive Stock Options.
Stock Appreciation Rights (“SARs”)
Freestanding and tandem SARs, or any combination
of these forms of SAR, may be granted to participants. A freestanding SAR means a SAR that is granted independently of any stock
options. A tandem SAR means a SAR that is granted in connection with a related option, the exercise of which requires forfeiture
of the right to purchase a Share under the related option (and when a Share is purchased under the option, the tandem SAR similarly
is cancelled). Each SAR grant will be set forth in an award document that will specify the number of Shares to which the SAR pertains,
the grant price, the term of the SAR, the form of payout (described below), the extent to which the participant has any rights
to the SAR following termination of employment, directorship or other relationship with UPS or its affiliates and such other provisions
as the Compensation Committee determines. The term of a SAR cannot exceed ten years.
The grant price of a freestanding SAR will equal
at least the fair market value of a Share on the date of grant. The grant price of a tandem SAR will equal the exercise price of
the related stock option.
Freestanding SARs will be exercisable on the
terms and conditions imposed by the Compensation Committee in its sole discretion.
Tandem SARs may be exercised for all or any
part of the Shares subject to the related option, and only with respect to Shares for which its related stock option is then exercisable.
Upon exercise of a tandem SAR, the related stock option will be automatically cancelled to the extent of the exercise of the tandem
SAR, and vice versa. Additional rules apply to the exercise of tandem SARs granted in connection with Incentive Stock Options.
Upon exercise of a SAR, a participant will be
entitled to receive payment in an amount determined by multiplying the difference between the fair market value of a Share on the
date of exercise over the grant price, by the number of Shares with respect to which the SAR is exercised. At the discretion of
the Compensation Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination
of cash and Shares.
Restricted Stock and Restricted Stock Units
Each grant of restricted stock or RSUs will
be evidenced by an award document that will specify the period of restriction on transferability, the number of Shares (or units
tied to the value of Shares) granted, the extent to which the participant has any rights to the restricted stock or RSU following
termination of employment, directorship or other relationship with UPS or its affiliates and such other provisions as the Compensation
Committee will determine, including restrictions based upon the achievement of specific performance goals and time-based restrictions
on vesting following the attainment of the performance goals. UPS may retain possession of restricted stock until all conditions
and restrictions applicable to such Shares have been satisfied. Restricted stock or RSUs will be forfeited to the extent that a
participant fails to satisfy the applicable conditions or restrictions during the period of restriction. Each RSU shall have a
value at the time of payment equal to the fair market value of a Share on such date.
Generally, shares of restricted stock will become
freely transferable by the participant as soon as practicable after the last day of the applicable period of restriction, and RSUs
will be paid in a single lump sum as soon as practicable following the close of the applicable period of restriction in the form
of cash or in Shares (or in a combination of cash and Shares) as determined by the Compensation Committee and set forth in the
award document.
Participants holding restricted stock generally
have the right to vote the Shares during the period of restriction and, unless otherwise provided in the award document, will be
credited with regular cash dividends paid with respect to the underlying Shares, and stock dividends or other non-cash distributions
will be subject to the same restrictions as the restricted stock. Participants awarded RSUs will not be entitled to similar voting
rights, and participants awarded RSUs may receive dividend equivalents, but will not be automatically entitled to any dividends
declared
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with respect to Shares. However, any such dividends
or dividend equivalents credited with respect to such restricted stock or RSUs shall be subject to the same vesting conditions
as the underlying restricted stock or RSUs. In no event will dividends or dividend equivalents be paid or distributed until the
vesting restrictions of the underlying restricted stock or RSUs, as applicable, lapse. The Compensation Committee may apply any
additional restrictions to dividends and dividend equivalents that the Compensation Committee deems appropriate.
Restricted Performance Units (“RPUs”)
and Restricted Performance Shares (“RPS”)
Each grant of RPUs and RPS will be evidenced
by an award document that will specify the amounts of such awards, the extent to which the participant has any rights to the RPUs
and RPS following termination of employment, directorship or other relationship with UPS or its affiliates and such other terms
as the Compensation Committee may determine. The value of each RPU and RPS at the time of payment will not exceed the value of
a Share on the date such RPU or RPS is paid. The Compensation Committee will set performance goals and other conditions, the achievement
of which will determine the number and/or value of RPUs and RPS that are payable to the participant. RPUs and RPS will be forfeited
to the extent that the applicable
performance goals or other conditions are not
satisfied during the performance period.
Unless otherwise provided in an award document,
payment of earned RPUs or RPS will be made in a single lump sum following the close of the applicable performance period in the
form of cash or in Shares (or in a combination thereof), with an aggregate fair market value equal to the value of the earned RPUs
or RPS at the close of the performance period. At the discretion of the Compensation Committee, participants may receive dividends
or dividend equivalents credited with respect to Shares payable with respect to RPUs or RPS not yet distributed to participants
and be entitled to exercise voting rights with respect to RPS. Any such dividends or dividend equivalents declared with respect
to RPUs or RPS will be subject to the same vesting conditions as the underlying RPUs or RPS. In no event will dividends or dividend
equivalents be paid or distributed until the vesting restrictions on the RPUs or RPS, as applicable, lapse.
Other Share Awards and Cash Awards
The Compensation Committee may grant Shares
(other than restricted stock and RPS) or may grant cash awards to participants in such amounts, upon such terms, and at such times
as determined by the Compensation Committee.
Performance Measures
The Compensation Committee may grant awards
with performance-based vesting requirements under the 2021 Plan, using performance goals based on performance measures that the
Compensation Committee selects in its discretion, including (but not limited to) one or more of the following performance measures
that may apply on an individual or aggregate basis to the participant, a business unit, a subsidiary, or UPS as a whole:
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Earnings per share; |
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Net income (before or after taxes); |
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Free cash flow; |
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Return measures (including, but not limited to (1) return on assets; (2) return on equity;
(3) return on operating capital; (4) return on invested capital; and (5) return on sales); |
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Cash flow return on investments; |
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Earnings before or after taxes, interest and depreciation; |
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Gross revenues; |
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Share price; |
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Shareowner return; |
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Pretax profit; |
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Economic value added; |
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Volume growth; |
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Package flow technology; |
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Successfully integrating acquisitions; |
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Reducing non-operations expenses; |
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Other operating efficiency measures or ratios; |
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Operating income; |
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Return on capital; |
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Return on capital employed; |
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Pre-tax income margin; and/or |
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Any other objective or subjective metric established by the Compensation Committee with respect
to an award. |
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Any of the performance measures may be compared
to the performance of a selected group of comparison companies or a published or special index that the Compensation Committee
in its sole discretion deems appropriate, or as compared to various stock market indices.
In determining attainment of performance goals,
the Compensation Committee may exclude the effect of one or more events, including, without limitation, unusual or infrequently
occurring items, charges for restructurings (employee severance liabilities, asset impairment costs, and exit costs), acquisitions
and divestitures, discontinued operations, extraordinary
items, foreign currency gains and losses and the cumulative effect of tax and accounting changes, each determined in accordance
with GAAP (to the extent applicable) and/or as identified in the financial statements, notes to the financial statements or management’s
discussion and analysis of financial condition and results of operations. The Compensation Committee must certify in writing prior
to payment of, or such other event that results in the inclusion of income (for example, the vesting of restricted stock) from,
a performance-based award that the performance goals were in fact satisfied.
Rights of Participants
The 2021 Plan does not confer on any participant
any right to continued employment or service with UPS or its affiliates and does not interfere with or limit the right of UPS and
its affiliates to terminate participant’s employment or service at any time.
No employee, director, consultant, agent or
other person who renders services to UPS or its affiliates has a right to be selected by the Compensation Committee to receive
an award under the 2021 Plan, or if such person has is the past been selected, to be selected to receive a future award under the
2021 Plan.
Change in Control
The 2021 Plan includes a non-liberal definition
of “change in control.” In general, except as otherwise defined for purposes of an award document, a change in control
will be deemed to have occurred upon:
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The consummation of a reorganization, merger, share exchange or consolidation resulting in
a substantial change in UPS’s ownership, as further described in the 2021 Plan; |
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A liquidation or dissolution of UPS or the sale of substantially all of UPS’s assets;
or |
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Individuals who, as of any date, constitute the Board of Directors of UPS, as of the end of
the two-year period beginning on such date, cease for any reason to constitute at least a majority of the Board, unless their
replacements are approved as described in the 2021 Plan (subject to certain exceptions). |
Notwithstanding anything in the 2021 Plan to
the contrary, the following treatment will apply to outstanding awards in connection with a change in control:
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Treatment of Time-Based Awards in connection with a Change in Control: With respect to awards
that are to become exercisable, nonforfeitable and transferable or earned and |
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payable based solely on the passage of time, the Compensation Committee will accelerate
exercisability, nonforfeitability and transferability of such “time-based” awards to the change in control date
only if such awards are not assumed or converted in connection with the change in control. “Double trigger” treatment
(in other words, a qualifying termination of service following a Change in Control) will apply to time-based awards in all
other circumstances. |
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Treatment of Performance-Based Awards: With respect to awards that are to become exercisable,
nonforfeitable and transferable or earned and payable based on the achievement of one or more objectively determinable performance
conditions, the Compensation Committee will only accelerate exercisability, nonforfeitability and transferability of such
“performance-based” awards to the change in control date (1) to the extent of actual achievement of the performance
conditions or (2) on a prorated basis for time elapsed in ongoing performance period(s) based on actual or target performance.
“Double trigger” treatment will apply to performance-based awards in all other circumstances, (1) to the extent
of actual achievement of the performance conditions or (2) on a prorated basis for time elapsed in ongoing performance period(s)
based on actual or target performance. |
Clawback of Awards
If an award has been paid to an executive officer
or to his or her spouse or beneficiary, and the Compensation Committee later determines that financial results used to determine
the amount of that award are materially restated and that the executive officer engaged in fraud or intentional misconduct, UPS
will seek
repayment or recovery of the award. In addition,
the Compensation Committee may provide that any participant and/or any award, including any Shares subject to or issued under an
award, is subject to any other recovery, recoupment, clawback and/or other forfeiture policy maintained by UPS from time to time.
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Amendment and Termination
The Compensation Committee has the right to
amend, suspend or terminate the 2021 Plan, in whole or in part, at any time. The Compensation Committee may amend any award previously
granted without the prior written consent of the award holder if such amendment does not adversely affect the award in any material
way and may amend any award previously granted with the written consent of the award holder.
Without the prior approval of our shareowners,
the 2021 Plan may not be materially amended if shareowner approval is required by law or applicable stock exchange listing requirement,
or if the amendment would (1) increase the number of Shares available
for awards under the 2021 Plan (except as provided
under the share counting and adjustment provisions of the 2021 Plan), or (2) permit options, SARs or similar awards to be repriced,
replaced, or regranted through cancellation in exchange for cash or another award, or by lowering the exercise, grant or purchase
price of a previously granted award (except in the case of a change in control or for certain adjustments and award substitutions
authorized under other provisions of the 2021 Plan as noted in the “Adjustments” section below). In any event, no awards
may be granted under the 2021 Plan on or after May 13, 2031.
Withholding
UPS may deduct or withhold, or require a participant
to remit to UPS as a condition precedent for the fulfillment of any award, an amount sufficient to satisfy federal, state, and
local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result
of the 2021 Plan.
Whenever Shares are to be issued or cash paid
to a participant upon the grant, exercise or vesting of an award, UPS has the right to require the participant to remit to UPS,
as a condition to the grant, exercise or vesting of the award, an amount sufficient to satisfy federal, state and local withholding
tax requirements at the time
of such grant, exercise or vesting. Unless otherwise
determined by the Compensation Committee at the time the award is granted or thereafter, any such withholding requirement may be
satisfied, in whole or in part, by withholding from the award the number of Shares having a fair market value (as defined in the
2021 Plan) on the date of withholding equal to the amount required to be withheld in accordance with applicable tax requirements
(up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles
to qualify for equity classification), in accordance with such procedures established by the Compensation Committee.
Restrictions on Transferability
Except as otherwise provided in the applicable
award document, no stock option, SAR, restricted share, RSU, RPU, RPS, cash award or other Share award may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated by a participant, other than by will or by the laws of descent and distribution.
Stock options and SARs will be exercisable, during the participant’s lifetime, only by the participant; or if the participant
is incapacitated and unable to exercise his or her stock option or SAR, such stock option or SAR may be exercised by his or her
legal guardian or representative (such incapacity
and such legal guardian or representative as determined under our short-term or long-term disability policies).
The Compensation Committee may impose restrictions
on any Shares acquired pursuant to an award under the 2021 Plan as it may deem advisable.
For the avoidance of doubt, any permitted transfer
under the 2021 Plan shall be without consideration.
Adjustments
If UPS effects a subdivision or consolidation
of shares of stock or other capital adjustment (or similar transaction), the maximum number and kind of Shares that may be awarded
under the 2021 Plan, the number and kind of and/or price of Shares subject to outstanding awards, the annual limit on non-employee
director compensation, and other award terms, will be adjusted in the same manner and to the same extent as all other Shares.
If there are material changes in the capital
structure of UPS resulting from the payment of a special dividend or other distribution to shareowners without receiving consideration,
a spin-off, the sale of a substantial portion of UPS’s assets, a merger or consolidation in which UPS is not the surviving
entity, or other extraordinary non-recurring event affecting UPS’s capital
structure and the value of Shares, or other
similar corporate transactions or events, the Compensation Committee will make equitable adjustments in the maximum number and
kind of Shares that may be awarded under the 2021 Plan, the number and kind of and/or price of Shares subject to outstanding awards,
the annual limit on non-employee director compensation, and other award terms, to prevent the dilution or enlargement of the rights
of award recipients.
In the event of any transaction or event described
above, the Compensation Committee may provide such alternative consideration (including cash), if any, in substitution for any
or all outstanding awards under the 2021 Plan as it determines to be equitable in the circumstances and will require the surrender
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of all awards so replaced in a manner that complies
with Section 409A of the Code. In addition, for each stock option or SAR with an exercise price or grant price, as applicable,
greater than the consideration offered in connection with any such transaction or event described in this section or in a change
in control, the Compensation Committee may in its discretion elect to cancel such stock option or SAR without any payment to the
person holding such stock option or SAR.
Subject to applicable limitations under the
2021 Plan, the Compensation Committee may also make adjustments in the terms, conditions and criteria of awards in recognition
of unusual or nonrecurring events effecting UPS or its financial statements or of changes in applicable law or accounting principles
when and if the Compensation Committee deems appropriate in order to prevent dilution or enlargement of benefits under the 2021
Plan.
Corporate Transactions
If UPS engages in a merger, consolidation, combination,
exchange of shares, acquisition or other business transaction with another organization and the terms of such transaction require
UPS or one of its affiliates to assume another equity plan the organization (an “acquired plan”), any shares of stock
available under the acquired plan (as adjusted and converted into Shares in accordance with the terms of the transaction) will
be available for awards under the 2021 Plan, subject to applicable shareowner approval and stock exchange requirements (subject
to certain exceptions in the 2021 Plan).
If UPS engages in such a transaction, or a recapitalization,
reorganization, spin-off, or other transaction with an another organization, the Compensation Committee in its absolute
discretion may (1) grant awards under the 2021
Plan in substitution and cancellation of the awards awarded to an individual by such other organization or (2) assume such awards
made to an individual by such other organization as if UPS had granted such awards under the 2021 Plan. Awards made in substitution
for awards canceled as a result of such transaction may have an exercise price or grant price less than the fair market value of
a Share on the date such award is granted and such other terms and conditions as consistent with such canceled awards; provided
that no stock option or SAR may be granted in substitution for such award if such stock option or SAR provides for a deferral of
compensation subject to Section 409A of the Code.
Federal Income Tax Consequences
The rules concerning the federal income tax
consequences with respect to awards made pursuant to the 2021 Plan are technical, and reasonable persons may differ on the proper
interpretation of the rules. Moreover, the applicable statutory and regulatory provisions are subject to change, as are their interpretations
and applications, which may vary in individual circumstances. The following discussion is designed to provide only a brief, general
summary description of the federal income tax consequences associated with the awards, based on a good faith interpretation of
the current federal income tax laws, regulations (including applicable proposed regulations) and judicial and administrative interpretations.
The following discussion is presented for the information of shareowners considering how to vote on this proposal and not for 2021
Plan participants, and it does not set forth any federal tax consequences other than income tax consequences or any state, local
or foreign tax consequences that may apply.
Incentive Stock Options (“ISOs”).
An optionee does not recognize taxable income upon the grant or upon the exercise of an ISO (although the exercise of an ISO may
in some cases trigger liability for the alternative minimum tax). Upon the sale of ISO Shares, the optionee recognizes income in
an amount equal to the excess, if any, of the fair market value of those Shares on the date of sale over the exercise price of
the ISO Shares. Any income is taxed at the long-term capital gains rate if the optionee has not disposed of the stock within two
years after the date of the grant of the ISO and has held the Shares for at least one year after the date of exercise. ISO holding
period requirements are waived when an optionee dies.
If an optionee sells ISO Shares before having
held them for at least one year after the date of exercise and two years after the date of grant, the optionee recognizes ordinary
income to the extent of the lesser of: (1) the gain realized upon the sale; or (2) the excess of the fair market value of the Shares
on the date of exercise over the exercise price. Any additional gain is treated as long-term or short-term capital gain depending
upon how long the optionee has held the ISO Shares prior to disposition.
Nonqualified Stock Options (“NQSOs”).
An optionee does not recognize taxable income upon the grant of an NQSO. Upon the exercise of such a stock option, the optionee
recognizes ordinary income to the extent the fair market value of the Shares received upon exercise of the NQSO on the date of
exercise exceeds the exercise price.
Restricted Stock. A participant who receives
an award of restricted stock does not generally recognize taxable income at the time of the award. Instead, the participant recognizes
ordinary income in the first taxable year in which his or her interest in the Shares becomes either: (1) freely transferable; or
(2) no longer subject to substantial risk of forfeiture. The amount of taxable income is equal to the fair market value of the
Shares less the cash, if any, paid for the Shares.
A participant may elect to recognize income
at the time of grant of restricted stock in an amount equal to the fair market value of the restricted stock (less any cash paid
for the Shares) on the date of the award.
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SARs. A participant who exercises a SAR will
recognize ordinary income upon the exercise equal to the amount of cash and the fair market value of any Shares received on as
a result of the exercise.
Other Awards. In the case of an award of RSUs,
RPUs, RPS, other Shares or cash, the participant would generally recognize ordinary income in an amount equal to any cash received
and the fair market value of any Shares received on the date of payment.
Section 409A. Section 409A of the Code provides
special tax rules applicable to programs that provide for a deferral of compensation. Failure to comply with those requirements
will result in accelerated recognition of income for tax purposes along with an additional tax equal to 20% of the amount included
in income, and interest on deemed underpayments in certain
circumstances. While certain awards under the
2021 Plan could be subject to Section 409A, the 2021 Plan has been drafted with the intent to comply with the requirements of Section
409A, where applicable.
Tax Consequences to UPS and its Subsidiaries.
In general, to the extent that a participant recognizes ordinary income in the circumstances described above, UPS or the subsidiary
for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the
income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment”
within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation
under Section 162(m) of the Code.
New Plan Benefits
Because benefits under the 2021 Plan will depend
on the Compensation Committee’s actions and the fair market value of the Shares at various future dates, it is not possible
to determine the benefits that will be received by directors, executive officers and other participants if the 2021 Plan is approved
by the shareowners.
Registration with the SEC
We intend to file a Registration Statement on
Form S-8 relating to the issuance of Shares under the 2021 Plan with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, as soon as practicable after approval of the 2021 Plan by our shareowners.
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Ownership of Our Securities
Securities Ownership of Certain Beneficial
Owners and Management
The following table sets forth information as
to each person known to us to be the beneficial owner of more than five percent of either our class A or class B common stock,
based on SEC filings by such persons. Class A shares are entitled to ten votes per share and class B shares are entitled to one
vote per share on each matter acted upon at the Annual Meeting. Class A shares are held by current and former employees and are
not publicly traded. As of March 1, 2021 there were 147,252,798 outstanding shares of class A common stock and 720,523,284 outstanding
shares of class B common stock.
Name and address | |
Number of Shares of Class B Stock Beneficially Owned | | |
Percent of Class B Stock | |
BlackRock, Inc.(1)
55 East 52nd Street
New York, NY 10055 | |
| 52,600,820 | | |
| 7.3% | |
The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355 | |
| 57,634,689 | | |
| 8.0% | |
(1) |
According to a Schedule 13G/A filed with the SEC on February 5, 2021, BlackRock,
Inc. has sole voting power with respect to 46,004,159 shares and sole dispositive power with respect to 52,600,820 shares. |
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(2) |
According to a Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group
has shared voting power with respect to 1,205,278 shares, sole dispositive power with respect to 54,435,238 shares and shared
dispositive power with respect to 3,199,451 shares. |
The following table sets forth the beneficial
ownership of our class A and class B common stock as of March 1, 2021 by each of our NEOs, each of our directors, and all of our
current executive officers and directors as a group. Ownership is calculated in accordance with SEC rules and regulations.
| |
Number of Shares | | |
Additional Shares in Which | |
| |
| |
Beneficially | | |
the Beneficial Owner Has or | |
Total Shares |
| |
Owned(1)(2) | | |
Participates in the Voting or | |
Beneficially |
| |
Class A Shares(3)(4) | | |
Class B Shares | | |
Investment Power(5) | |
Owned(6) |
Named Executive Officers | |
| | | |
| | | |
| | | |
| | |
Carol B. Tomé | |
| 184,329 | | |
| 13,036 | | |
| – | | |
| 197,365 | |
David P. Abney | |
| 651,116 | | |
| 1,452 | | |
| 2,695,520 | (7) | |
| 3,348,088 | (7) |
Brian O. Newman | |
| 32,482 | | |
| – | | |
| – | | |
| 32,482 | |
Nando Cesarone | |
| 21,928 | | |
| 1 | | |
| – | | |
| 21,929 | |
Kate M. Gutmann | |
| 105,006 | | |
| – | | |
| – | | |
| 105,006 | |
Juan R. Perez | |
| 114,977 | | |
| – | | |
| – | | |
| 114,977 | |
George A. Willis | |
| – | | |
| – | | |
| – | | |
| – | |
Non-Employee Directors | |
| | | |
| | | |
| | | |
| | |
Rodney C. Adkins | |
| 15,389 | | |
| – | | |
| – | | |
| 15,389 | |
Eva C. Boratto | |
| 836 | | |
| – | | |
| – | | |
| 836 | |
Michael J. Burns | |
| 31,454 | | |
| – | | |
| – | | |
| 31,454 | |
Wayne Hewett | |
| 836 | | |
| 871 | | |
| – | | |
| 1,707 | |
Angela Hwang | |
| 1,168 | | |
| – | | |
| – | | |
| 1,168 | |
Kate Johnson | |
| 538 | | |
| – | | |
| – | | |
| 538 | |
William R. Johnson | |
| 27,946 | | |
| 160 | | |
| – | | |
| 28,106 | |
Ann M. Livermore | |
| 54,210 | | |
| – | | |
| – | | |
| 54,210 | |
Rudy H.P. Markham | |
| 28,122 | | |
| – | | |
| – | | |
| 28,122 | |
Franck J. Moison | |
| 7,676 | | |
| – | | |
| – | | |
| 7,676 | |
Clark T. Randt, Jr. | |
| 22,622 | | |
| – | | |
| – | | |
| 22,622 | |
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| |
Number of Shares | | |
Additional Shares in Which | |
| |
| |
Beneficially | | |
the Beneficial Owner Has or | |
Total Shares |
| |
Owned(1)(2) | | |
Participates in the Voting or | |
Beneficially |
| |
Class A Shares(3)(4) | | |
Class
B Shares | | |
Investment
Power(5) | |
Owned(6) |
Christiana Smith Shi | |
| 5,855 | | |
| – | | |
| – | | |
| 5,855 | |
Russell Stokes | |
| 538 | | |
| – | | |
| – | | |
| 538 | |
Kevin Warsh | |
| 17,379 | | |
| – | | |
| – | | |
| 17,379 | |
Current Executive Officers and Directors as
a Group (26 persons) | |
| 910,280 | | |
| 14,068 | | |
| – | | |
| 924,348 | (8)(9) |
(1) |
Includes shares for which the named person or group has sole voting or investment
power or has shared voting or investment power with his or her spouse. Includes 26,500 shares owned by David Abney’s
wife as to which he disclaims all beneficial ownership. |
|
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(2) |
Includes 1,083 shares pledged by all current executive officers as a group, which were pledged
prior to the 2014 adoption of a policy prohibiting pledges of UPS stock. None of our directors have pledged any shares of
UPS stock. Shares pledged are not counted for purposes of compliance with our stock ownership guidelines. All executive officers
that have pledged shares comply with our stock ownership guidelines after excluding the shares subject to pledge. |
|
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(3) |
Includes class A shares that may be acquired through April 30, 2021 upon the conversion of
RSUs following separation from the UPS Board of Directors, including 24,656 RSUs held by Carol Tomé in connection with
her service as a non-employee director. |
|
|
(4) |
Includes class A shares that may be acquired through stock options exercisable through April
30, 2021 as follows: Tomé – 148,880; Abney — 414,090; Newman – 6,077; Cesarone – 4,432; Gutmann
– 32,826; Perez — 59,312; and all current directors and executive officers as a group — 353,441. Includes
vested Stock Option Deferral Shares for Abney – 2,093. |
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(5) |
None of the individuals listed, nor members of their immediate families, has any direct ownership
rights in the shares in this column. See footnote 7. |
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(6) |
All directors and executive officers individually and as a group held less than one percent
of outstanding shares of each of class A and class B common stock outstanding as of March 1, 2021. Assumes that all options
exercisable through April 30, 2021 and owned by the named individual are exercised, and that shares acquirable under RSUs
through April 30, 2021 are so acquired. The total number of shares outstanding used in calculating this percentage for each
individual person also assumes that none of the options owned by other named individuals are exercised and that none of the
shares acquirable under the RSUs held by other named individual are so acquired. |
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(7) |
Includes 2,274,484 class A shares and 421,036 class B shares owned by the Annie E. Casey Foundation,
Inc., which are considered under SEC rules to be beneficially owned by David Abney because he serves on the Board of Trustees. |
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(8) |
Includes 1,034 RSUs and RPUs for all current executive officers and directors as a group that
vest and convert to class A common stock prior to April 30, 2021. |
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(9) |
Our directors hold vested equity instruments that, in accordance with SEC reporting rules,
are not reported in the table above because the individual does not have the right to acquire beneficial ownership of the
underlying shares within 60 days of March 1, 2021. These equity interests represent additional financial interests in UPS
that are subject to the same market risks as ownership of our common stock. For Carol Tomé and Ann Livermore, represents
1,267 and 2,681 phantom stock units, respectively; and for Michael Burns, Wayne Hewett and Kevin Warsh, represents deferred
non-employee director retainer fees allocated to 5,189, 169, and 7,734 shares of UPS common stock, respectively within the
UPS Deferred Compensation Plan. Phantom stock units were granted to non-employee directors pursuant to a deferred compensation
program previously provided to non-employee directors. The phantom stock units shown for Carol were awarded during her service
as a non-employee director. Dividends paid on UPS common stock are credited to the director’s phantom stock unit balance.
Upon termination of the individual’s service as a director, amounts represented by phantom stock units will be distributed
in cash over a time period elected by the recipient. |
72 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Audit Committee Matters
Proposal 4 — Ratification
of Auditors
What am I voting on? Shareowners are
being asked to ratify the Audit Committee’s appointment of Deloitte & Touche LLP to serve as our independent registered
public accounting firm for 2021.
Voting Recommendation: Our Board of Directors
recommends that shareowners vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for 2021.
Vote Required: The proposal must be approved
by a majority of the voting power of the shares present in person or by proxy.
|
Deloitte & Touche LLP (“Deloitte”)
has been our independent auditor since we became a publicly-traded entity in 1999. Prior to becoming a publicly-traded entity,
Deloitte also served as the independent auditor of our privately held parent company since 1969. Deloitte audited our 2020 consolidated
financial statements and our internal control over financial reporting. As discussed below, our Audit Committee considers Deloitte
to be well qualified and has appointed Deloitte as our independent registered public accounting firm for the year ending December
31, 2021.
This proposal asks you to ratify the appointment
of Deloitte as our independent registered public accounting firm for 2021. Although we are not required to obtain such ratification
from our shareowners, the Board of Directors believes it is sound
corporate governance practice to do so. If the
appointment of Deloitte is not ratified, the Audit Committee will reconsider the appointment. Even if the appointment of Deloitte
is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that
such a change would be in the best interests of UPS and its shareowners.
A representative of Deloitte is expected to
be at the Annual Meeting, will have the opportunity to make a statement and is expected to be available to respond to appropriate
questions by shareowners. The following sections provide additional information about our Audit Committee, its selection of Deloitte,
Deloitte’s fees and related matters.
Report of the Audit Committee
Roles and Responsibilities. The key responsibilities
of the Audit Committee are set forth in its charter, which was approved by the board and is available on the governance section
of the UPS Investor Relations website at www.investors.ups.com. Pursuant to its charter, the Audit Committee’s purposes,
duties and responsibilities include:
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• |
assisting the board in discharging its responsibilities relating to the accounting, reporting and financial practices of UPS; |
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• |
overseeing the accounting and financial reporting processes, including reviewing earnings or annual report press releases, overseeing the integrity of UPS’s financial statements and evaluating major financial risks; |
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• |
having sole authority to appoint, oversee, determine the compensation of and terminate the Company’s independent registered public accounting firm; and |
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|
• |
overseeing the Company’s systems of disclosure controls and internal controls, the Company’s compliance with legal and regulatory requirements as well as the Company’s Code of Business Conduct. |
Management has primary responsibility for preparing
UPS’s financial statements and establishing effective internal control over financial reporting. Deloitte is responsible
for auditing those financial statements and UPS’s internal control over financial reporting and expressing an opinion on
the conformity of UPS’s audited financial statements with generally accepted accounting principles and on the effectiveness
of UPS’s internal control over financial reporting based on criteria established by the Committee of Sponsoring Organizations
of the Treadway Commission.
The Audit Committee is responsible for appointing
the independent registered public accounting firm, understanding the terms of the audit engagement, negotiating the fees for the
audit engagement and approving the terms of the audit engagement. In this context, the Audit Committee discussed with Deloitte
the terms of the audit engagement, the overall scope and plan for the audit, and the other matters required to be discussed by
the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee
had the opportunity to ask Deloitte questions relating to such matters.
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Table of Contents
Committee Oversight of Financial Statements.
The Audit Committee met with management and Deloitte to review and discuss the Company’s audited financial statements
and the Company’s internal control over financial reporting. The Audit Committee discussed with management and Deloitte the
critical accounting policies applied by UPS in the preparation of its financial statements, the quality, and not just the acceptability,
of the accounting principles utilized, the reasonableness of significant accounting judgments, and the clarity of disclosures in
the financial statements. The Committee reviewed and discussed the Company’s enhanced assessment and oversight of the effects
of COVID-19 on internal controls and financial reporting.
The Audit Committee met with Deloitte and UPS’s
internal auditors, in each case with and without other members of management present, to discuss the results of their respective
examinations, the evaluations of the Company’s internal control and the overall quality and integrity of the Company’s
financial reporting. Additionally, the Audit Committee reviewed UPS’s internal audit plan and the performance, responsibilities,
budget and staffing of UPS’s internal auditors.
The Audit Committee met with members of management
to discuss the Company’s legal and ethical compliance programs. The Audit Committee also oversaw compliance with and procedures
for UPS’s receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing and
other federal securities law matters, including confidential and anonymous submissions of these complaints.
Auditor Independence. Deloitte has provided
the Audit Committee with the written disclosures and the letter required by the applicable requirements of the PCAOB regarding
the independent registered public accountants’ communications with the Audit Committee concerning independence, and the Audit
Committee has discussed with Deloitte that firm’s independence. The Audit Committee also considered whether Deloitte’s
provision of non-audit services to UPS was compatible with the independence of the independent registered public accountants. The
Audit Committee has established a policy, discussed below, requiring the pre-approval of all audit and non-audit services provided
to UPS by Deloitte. The Audit Committee reviewed and pre-approved all fees paid to Deloitte. These fees are described in the next
section of this proxy statement.
Committee Assessment of Deloitte. In
addition, as in prior years, the Audit Committee, along with management and UPS’s internal auditors, reviewed Deloitte’s
2020 performance as part of its consideration of whether to appoint Deloitte as UPS’s independent registered public accounting
firm for 2021 and to recommend to the board that shareowners ratify this appointment. As part
of this review, the Audit Committee considered
the continued independence, objectivity and professional skepticism of Deloitte. The Audit Committee also considered, among other
things, the length of time that Deloitte has served as UPS’s independent auditors, the breadth and complexity of UPS’s
business and its global footprint and the resulting demands placed on its auditing firm in terms of expertise in UPS’s business,
external data and management’s perception relating to the depth and breadth of Deloitte’s auditing qualification and
experience, the quantity and quality of Deloitte’s staff and global reach, the appropriateness of Deloitte’s fees,
the communication and interaction with the Deloitte team over the course of the prior year, PCAOB reports on Deloitte, and the
potential impact of changing our independent registered public accounting firm.
The Audit Committee recognized the ability of
Deloitte to provide both the necessary expertise to audit UPS’s business and the matching global footprint to audit UPS worldwide,
as well as the efficiencies to UPS resulting from Deloitte’s long-standing and deep understanding of our business. The Audit
Committee also considered the policies that Deloitte follows with respect to rotation of its key audit personnel, so that there
is a new partner-in-charge at least every five years. The Audit Committee is involved in the selection of the new partner-in-charge
of the audit engagement when there is a rotation required under applicable rules. Additionally, the Audit Committee considered
Deloitte’s focus on independence, their quality control policies, the quality and efficiency of the work performed, and the
quality of discussions and feedback sessions. Based on the results of its review, the Audit Committee concluded that Deloitte is
independent and that it is in the best interests of UPS and its shareowners to appoint Deloitte to serve as UPS’s independent
registered accounting firm for 2021. Consequently, the Audit Committee has appointed Deloitte as UPS’s independent auditors
for 2021, and the board is recommending that UPS’s shareowners ratify this appointment.
Recommendation. Based on the review and
the discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements
be included in UPS’s Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.
The Audit Committee
Rudy Markham, Chair
Eva Boratto
Michael Burns
Wayne Hewett
Angela Hwang
74 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Principal Accounting Firm Fees
The Audit Committee, with the ratification of
the shareowners, engaged Deloitte to perform the annual audits of the Company’s financial statements for each of the fiscal
years ended December 31, 2020 and 2019. The aggregate fees billed to us for the fiscal years ended December 31, 2020 and 2019 by
Deloitte, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates are below:
| |
2020 | | |
2019 | |
Audit Fees(1) | |
$ | 18,404,000 | | |
$ | 16,464,000 | |
Audit-Related Fees(2) | |
$ | 1,130,000 | | |
$ | 1,266,000 | |
Total Audit and Audit-Related Fees | |
$ | 19,534,000 | | |
$ | 17,730,000 | |
Tax Fees(3) | |
$ | 271,000 | | |
$ | 631,000 | |
All Other Fees | |
$ | – | | |
$ | – | |
Total Fees | |
$ | 19,805,000 | | |
$ | 18,361,000 | |
(1) |
Fees for professional services performed by Deloitte for the audit of our annual
financial statements and review of financial statements included in our Form 10-Q filings, internal control attestation procedures,
statutory audits of foreign subsidiary financial statements and other services that are normally provided in connection with
statutory and regulatory filings or engagements. |
|
|
(2) |
Fees for assurance and related services performed by Deloitte that are reasonably related
to the performance of the audit or review of our financial statements. This includes employee benefit plan and compensation
plan audits, independent service auditors’ reports, attestation procedures related to securities offerings, and other
attestations by Deloitte. |
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|
(3) |
Fees for professional services performed by Deloitte with respect to tax compliance work and
tax planning and advice services. This includes review of original and amended tax returns for the Company and its consolidated
subsidiaries, refund claims, and payment planning and tax audit assistance. |
Services Provided by Deloitte
All services provided by Deloitte are permissible
under applicable laws and regulations. The Audit Committee has established a policy requiring the pre-approval of all audit and
non-audit services performed by Deloitte in order to help assure that the provision of such services does not impair Deloitte’s
independence.
Proposed services may be pre-approved through
the application of detailed policies and procedures (“general pre-approval”) or by specific review of each service
(“specific pre-approval”). Unless a type of service to be provided by Deloitte has received general pre-approval, it
requires specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels also requires specific
approval by the Audit Committee.
The Audit, Audit-Related, Tax and All Other
services that have received general pre-approval of the Committee, and those
services that are prohibited, are described
in the policy along with the corresponding cost levels. The term of any general pre-approval is twelve months from the date of
pre-approval, unless otherwise stated. The Committee annually reviews and pre-approves the services that may be provided by Deloitte
without obtaining specific pre-approval, and may revise the list from time to time based on subsequent determinations.
The Audit Committee has delegated to its Chair
the authority to pre-approve certain permitted services between the Audit Committee’s regularly scheduled meetings, and the
Chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting for review by the Audit Committee.
The policy prohibits the Audit Committee from delegating its responsibilities to management for pre-approving Deloitte’s
permitted services.
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Shareowner Proposals
In accordance with SEC rules, we have set forth
below certain shareowner proposals, along with the supporting statements of the shareowner proponents. Each shareowner proposal
is required to be voted on at our Annual Meeting only if properly presented. The Company is not responsible for any inaccuracies
they may contain.
Proposal 5 — Shareowner Proposal Requesting
the Board Prepare an Annual Report on Lobbying Activities
What am I voting on? Whether you want
to require the board to prepare an annual report on UPS lobbying activities.
Voting Recommendation: Our board of directors
recommends that shareowners vote AGAINST this proposal because:
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• |
UPS is transparent and accountable with respect to lobbying and political activities,
including providing significant disclosures |
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• |
UPS has consistently been named a top company for political transparency and accountability |
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• |
UPS protects and promotes shareowner value by participating in the political process |
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The board provides independent oversight of UPS’s lobbying and political activities |
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Additional lobbying disclosure is unnecessary |
Vote Required: The proposal must be approved
by a majority of the voting power of the shares present in person or by proxy.
Shareowner Proposal
Boston Trust Walden Company, One Beacon Street,
Boston, MA 02108, has advised us that they, along with co-proponents whose names, addresses and share ownership will be promptly
provided upon oral or written request to the UPS Corporate Secretary, intend to submit the proposal set forth below for consideration
at the Annual Meeting.
Whereas, we believe in full disclosure
of UPS’s lobbying activities and expenditures to assess whether its lobbying is consistent with UPS’s expressed goals
and in the best interests of shareowners.
Resolved: the shareowners of UPS request
the Board prepare a report, updated annually, disclosing:
|
1. |
Company policy and procedures governing lobbying, both direct and indirect, and grassroots
lobbying communications. |
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2. |
Payments by UPS used for (a) direct or indirect lobbying or (b) grassroots lobbying communications,
in each case including the amount of the payment and the recipient. |
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3. |
UPS’s membership in and payments to any tax-exempt organization that writes and endorses
model legislation. |
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4. |
Description of management’s and the Board’s decision-making process and oversight
for making payments described in sections 2 and 3 above. |
For purposes of this proposal, a “grassroots
lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation,
(b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with
respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other
organization of which UPS is a member.
“Direct and indirect lobbying” and
“grassroots lobbying communications” include efforts at the local, state and federal levels.
The report shall be presented to the Nominating
and Corporate Governance Committee and posted on UPS’s website.
76 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
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Shareowner’s Supporting Statement
We encourage transparency in UPS’s use
of funds to lobby. UPS spent $68.1 million from 2010 – 2019 on federal lobbying. This does not include state lobbying, where
UPS also lobbies but disclosure is uneven or absent. For example, UPS had at least 122 lobbyists in 29 states in 2019 (followthemoney.org)
and spent $1.7 million on lobbying in California from 2010 – 2019.
UPS sits on the board of the Chamber of Commerce,
which has spent over $1.6 billion lobbying since 1998, and belongs to the Business Roundtable (BRT), which spent over $43 million
on lobbying for 2018 and 2019. UPS does not disclose its memberships in, or payments to trade associations, or the amounts for
lobbying.
And UPS does not disclose its membership in
tax-exempt organizations that write and endorse model legislation, such as the American Legislative Exchange Council (ALEC). UPS’s
ALEC membership continues to draw scrutiny (https://www.prwatch. org/news/2020/05/13583/groups-call-alec%E2%80%99s-
corporate-funders-cut-ties-over-its-coronavirus-lobbying).
Over 110 companies have left ALEC, including ExxonMobil, Home Depot and Pepsi.
We are concerned that UPS’s seeming contradictions
in public policy advocacy and limits in disclosure present reputational risks. For example, UPS signed the BRT Statement on the
Purpose of the Corporation advocating socially responsible conduct, yet also attended the ALEC annual conference. (https://readsludge.
com/2019/08/27/these-ceos-promised-to-be-socially-responsible-but-their-companies-are-pushing-alecs-right-wing-agenda/). And UPS
strongly supports efforts to mitigate the impact of climate change, yet the Chamber opposed the Paris climate accord. UPS uses
the Global Reporting Initiative for sustainability reporting yet fails to report “any differences between its lobbying positions
and any stated policies, goals, or other public positions” under Standard 415.
We urge UPS to expand its lobbying disclosure.
Response of UPS’s Board
This requested report is unnecessary because
of UPS’s already extensive disclosures regarding lobbying and political activities, the oversight provided by the board of
directors, and the Company’s existing policies. Preparing an additional special report beyond UPS’s current voluntary
and mandatory disclosures is not an efficient use of resources. Additionally, UPS’s shareowners have previously rejected
this proposal each year since 2012.
UPS is transparent and accountable
UPS complies with all applicable laws with respect
to disclosing political and lobbying activities and, in some cases, goes beyond what is required. The following examples demonstrate
UPS’s commitment to political transparency and accountability:
| • | UPS provides significant disclosures about political spending:
UPS publishes semi-annual reports disclosing the amounts and recipients of any federal and state political contributions and
expenditures made with corporate funds in the United States. UPS also discloses any payments to trade associations that receive
$50,000 or more from the Company and that use a portion of the payment for political expenditures pursuant to 26 U.S.C. §162(e)(1)
(B). These reports can be found at www.investors.ups.com. As disclosed in our most recent report, UPS did not make any federal
or state contributions or non-deductible political payments to covered trade associations during the July 1 – December 31,
2020 time period. |
| | |
| • | UPS provides detailed information about lobbying activities:
UPS files publicly available federal Lobbying Disclosure Act Reports each quarter. Links to these reports |
| | can be found on UPS’s web site at www.investors.ups.com.
The reports provide information about expenditures for the quarter, describe the specific legislation that was the topic of communications,
and identify the employees who lobbied on UPS’s behalf. UPS files similar periodic reports with state agencies reflecting
state lobbying activities. |
UPS has consistently been named a top company
for political transparency and accountability
The Center for Political Accountability Zicklin
Index of Corporate Political Accountability and Disclosure ranked UPS among the top of S&P 500 companies for political transparency
and accountability in 2020. This is the tenth year in a row that UPS was named as one of the top companies. A copy of the 2020
ranking can be found at www.politicalaccountability.net.
UPS protects and promotes shareowner value
by participating in the political process
UPS’s business is subject to extensive
regulation at the federal, state and local levels. We believe that we have a responsibility to our shareowners and employees to
be engaged in the political process, including lobbying activities. We understand that individual shareowners may disagree with
one or more positions expressed by certain organizations. In fact, given the variety of business issues in which many trade associations
and other groups are engaged, we do not necessarily agree with all positions taken by every organization in which we are a member.
In these circumstances, we weigh the utility of continued membership against the consequences of differing positions or opinions.
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The Board provides independent oversight
of UPS’s lobbying and political activities
The President of UPS’s Public Affairs
department regularly reports to the Nominating and Corporate Governance Committee regarding UPS’s lobbying and political
activities. In addition, the Nominating and Corporate Governance Committee, which is composed entirely of independent directors,
reviews and approves UPS’s semi-annual political contribution report.
The board also monitors UPS’s memberships
in trade associations and other tax exempt organizations that engage in lobbying. UPS must often decide whether to participate
in a variety of trade associations and other tax exempt organizations. The Company may participate when involvement is consistent
with specific UPS business objectives. These decisions are subject to board oversight and are regularly reviewed by the Nominating
and Corporate Governance Committee.
Furthermore, UPS’s decision-making process
for lobbying activities is transparent. UPS’s Public Affairs department works with senior
management on furthering business objectives
and on protecting and enhancing long-term shareowner value. This is accomplished by focused involvement at all levels of government.
Moreover, the UPS Public Affairs department must approve all lobbying activities and any payments to trade associations or other
tax-exempt organizations that engage in lobbying activities.
Additional lobbying disclosure is unnecessary
UPS participates in the political process in
accordance with good corporate governance practices. The board believes UPS’s lobbying activities are transparent, and the
approval of this proposal is unnecessary given the information that is already publicly available. In addition, approval of this
proposal is not an efficient use of resources and will only serve to benefit the limited interests of a small group of shareowners.
For these reasons, the board recommends that
shareowners vote against this proposal.
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Proposal 6 — Shareowner
Proposal to Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share
What am I voting on? Whether you want
the board to take steps to reduce the voting power of the Company’s class A stock from 10 votes per share to one vote per
share.
Voting Recommendation: Our board of directors
recommends that you vote AGAINST this proposal because:
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• |
UPS’s ownership structure has contributed to its long-term success |
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• |
UPS’s dual-class structure is unique in that class A shares are widely held by over 155,000 class A shareowners,
and there is no concentration of voting power |
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Our current executive officers and directors, collectively, hold less than 1% of the total voting power of our class A
and class B common stock |
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• |
Elimination of this structure will not improve the corporate governance or the long-term financial performance of UPS |
Vote Required: The proposal must be approved
by a majority of the voting power of the shares present in person or by proxy.
Shareowner Proposal
John Chevedden, 2215 Nelson Avenue, No. 205,
Redondo Beach, CA 90278, has advised us that he intends to submit the proposal set forth below for consideration at the Annual
Meeting.
Proposal 6 — Equal Voting Rights for
Each Shareholder
RESOLVED: Shareholders request that our
Board of Directors take steps to ensure that all of our company’s outstanding stock has an equal one-vote per share in each
shareholder voting situation. This would encompass all practicable steps including encouragement and negotiation with current and
future shareholders, who have more than one-vote per share, to request that they relinquish, for the common good of all shareholders,
any preexisting rights, if necessary.
This proposal is not intended to unnecessarily
limit our Board’s judgment in crafting the requested change in accordance with applicable laws and existing contracts. This
proposal is important because certain shares have super-sized voting power with 10-votes per share compared to the weakling one-vote
per share for other shareholders. Corporate governance advocates have suggested a 7-year transition to equal voting rights for
each share.
In spite of lopsided shares having 10-times
more voting power, support for this proposal topic has steadily grown from 21% in 2013 to 29% in 2020.
With stock having 10-times more voting power
our company takes our shareholder money but does not give us in return an equal voice in our company’s management. Without
a voice, shareholders cannot hold management accountable. Plus, with
the UPS shareholder-unfriendly brand of corporate
governance, we had no right to call a special meeting or act by written consent. And we were restricted by provisions mandating
an 80%-vote in order to make a certain improvements to our corporate governance.
And to top bad things off our management recommended
that they get a 3-year holiday on a shareholder vote on management pay. The vast majority of Fortune 500 companies recommended
an annual vote on management pay. Excellent corporate governance is a cost-effective way to improve company stock performance.
As an example for UPS, social and mobile-game
maker Zynga announced moving to a single-class share structure in 2018. At Zynga Class C shares had 70-votes per share and Class
B shares had 7-votes a share while Class A shares had one-vote per share.
Zynga executives said that a single-class share
structure simplifies the company’s stock structure and gives parity to shareholders. In its 2018 annual report, Zynga said
its old multi-class share system could limit the ability of its other stockholders to influence the company and could negatively
impact its share price.
Corporate governance advocates as well as many
investors and index managers have pushed back on the UPS-type dual-class structures. S&P Dow Jones Indices said that companies
with multiple classes of shares would be barred from entering its flagship S&P 500 index.
Please vote yes: Equal Voting Rights for
Each Shareholder — Proposal 6
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Response of UPS’s Board
UPS has a unique employee ownership culture
that has helped it grow and thrive. Current and former employees and their families have been significant shareowners of the Company
since its founding in 1907. This culture was instilled in the Company by UPS founder Jim Casey who always urged his partners to
run their centers and departments like their own small business. Our employee ownership culture creates a significant incentive
for our employees to help facilitate UPS’s long-term success.
The Company’s current ownership structure,
which has been in place since UPS became a public company in 1999, includes class A and class B common stock. The class A shares
are held by current and former UPS employees and their families, many of whom owned UPS shares before the Company’s initial
public offering. The Company’s class B shares are publicly traded.
UPS’s ownership structure has contributed
to its long-term success
Our ownership structure allows the Company to
pursue long-term growth strategies and avoid the drawbacks associated with excessive emphasis on short-term goals. In this regard,
the interests of UPS employees and class B shareowners are aligned. Management is able to run the Company with a sense of purpose
by focusing on sustainable value creation that benefits all of the Company’s constituents. We believe that the benefits of
our ownership structure are reflected in various financial metrics used to measure UPS, especially when compared with our competitors.
Our class A shareowners’ interests go
well beyond UPS’s current stock price and focus on the long-term success of the Company. Since its humble beginnings in 1907,
UPS has become the world’s largest package delivery company, a leader in the U.S. less-than-truckload industry and the premier
provider of global supply chain management solutions. We owe our success, to a significant degree, to the commitment our ownership
structure inspires in our employee owners.
UPS’s dual-class structure is unique
in that class A shares are widely held, and ownership is not concentrated in any one holder or a few holders
The board strongly disagrees with this proposal’s
characterization of UPS’s ownership structure. Some companies maintain multiple classes of stock in order to concentrate
voting power with a limited number of people (such as company founders) who have unique interests that may not necessarily align
with those of other shareowners. In contrast, UPS’s dual-class structure is unique in that the class A shares are widely
held by approximately 155,000 current and former employees, from hourly employees to executive officers. Our current executive
officers and directors, collectively, hold less than 1% of the total voting power of our class A and class B common stock.
Elimination of this structure will not improve
the corporate governance or the long-term financial performance of the Company
UPS’s ownership structure should be considered
in light of our strong corporate governance practices. Other than our CEO, all UPS director nominees are independent. All UPS directors
are elected annually by a majority of votes cast in uncontested director elections, only independent directors serve on the board’s
Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee, and we have an independent
Board Chair. In addition, as part of our ongoing commitment to strong corporate governance practices, the board regularly reviews
and updates the Company’s governance policies and practices, including the voluntary adoption of annual say on pay voting
and a proxy access bylaw.
For the reasons discussed above, the board believes
that UPS’s ownership structure continues to be in the best interests of the Company and its shareowners. Elimination of this
structure will not improve the corporate governance or the long-term financial performance of the Company. The board also believes
that our shareowners agreed with this assessment when they rejected similar proposals each year since 2013.
80 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Proposal 7 — Shareowner Proposal Requesting
that the Company Prepare a Report on How it Plans to Reduce its Total Contribution to Climate Change
What am I voting on? Whether you want
to require the Company to prepare a report on how it plans to reduce its total contribution to climate change and align its operations
with the Paris Agreement.
Voting Recommendation: Our Board of Directors
recommends that you vote AGAINST this proposal because:
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UPS already publishes a comprehensive and detailed annual sustainability report |
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UPS is widely recognized for its sustainability practices |
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UPS has already adopted and published ambitious goals to reduce GHG emissions |
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UPS is taking steps to address our airline fuel emissions |
Vote Required: The proposal must be approved
by a majority of the voting power of the shares present in person or by proxy.
Shareowner Proposal
Trillium Asset Management LLC, 721 NW Ninth
Ave, Suite 250, Portland, OR 97209 and Zevin Asset Management, LLC, 2 Oliver Street, Suite 806, Boston, MA 02109, have advised
us that they intend to submit the proposal set forth below for consideration at the Annual Meeting on behalf of the James T. Campen
Trust and the Trillium P21 Global Equity Fund.
Whereas: In 2018, the Intergovernmental
Panel on Climate Change updated the goals of the 2015 Paris Agreement to advise that net carbon emissions must fall 45 percent
by 2030 and reach net zero by 2050 to limit warming below 1.5 degrees Celsius, thereby preventing the worst consequences of climate
change. However, in 2020, the UN reported the world is “way off-track” from achieving these goals1.
Climate change impacts present risks to investors.
A warming climate is associated with increased supply chain disruptions, reduced resource availability, lost production, commodity
price volatility, infrastructure damage, political instability, reduced worker efficiency, and adverse health impacts that disproportionally
affect low-income communities and communities of color.
The U.S. Energy Information Administration identifies
the transportation sector as the largest producer of greenhouse gas (GHG) emissions and its emissions are steadily increasing.
While UPS has set a climate science based target
for its road operations, it has not made similar commitments for its airline. This is a problematic oversight as UPS’s airline
accounts for 60 percent of its total operational emissions; emissions from UPS’s airline increased 22 percent from 2015 to
2019, leading to a 16 percent increase in its total operational footprint over the same timeframe.
More than 1,500 companies have now committed
to achieve the Paris Agreement’s climate goals by becoming net zero by 2050,2 including UPS’s peer DHL Group.
Amazon aims to achieve
the Paris goals by 2040. Many airlines have
committed to net zero operations by 2050 or sooner, including Delta, Qantas, British Airways, and American Airlines. Lufthansa
and JetBlue are actively implementing Sustainable Aviation Fuel (SAF) that can reduce air emissions up to 80%.
Ramping up the scale, pace, and rigor of climate-related
efforts may help unlock opportunities for growth as major business customers are increasingly demanding environmental accountability
from suppliers. It may also help prepare UPS for future carbon-related regulations.
Given the impact of climate change on the economy,
the environment, and human systems, and UPS’s contribution to it, proponents believe UPS has a responsibility to its investors
and stakeholders to clearly account for whether, and how, it plans to reduce its ongoing climate impacts.
Resolved: Shareholders request UPS issue
a report, at reasonable cost and omitting proprietary information, describing if, and how, it plans to reduce its total contribution
to climate change and align its operations with the Paris Agreement’s goal of maintaining global temperature increases at
or below 1.5 degrees Celsius.
Supporting Statement: In the report,
shareholders seek information, among other issues at board and management discretion, on the relative benefits and drawbacks of
integrating the following actions:
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Adopting overall short-, medium-, and long-term, absolute GHG emissions reduction targets for the Company’s full carbon footprint, including its airline, aligned with the Paris Agreement; |
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Increasing the scale, pace, and rigor of initiatives aimed at reducing the carbon intensity of UPS’s services and operations; |
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The feasibility of committing to net zero emissions by 2050, or sooner. |
1 |
https://library.wmo.int/doc_num.php?explnum_id=10211 |
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2 |
https://newclimate.org/wp-content/uploads/2020/09/NewClimate_Accelerating _Net Zero_Sept2020.pdf |
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81 |
Table of Contents
Response of UPS’s Board
UPS supports global efforts to mitigate the
impact of climate change. Sustainability is an inherent part of UPS’s strategy and business operations. We take a comprehensive,
global approach to reducing energy use and GHG emissions within our networks, as well as major portions of our value chain. As
a global leader in logistics and supply chain solutions, we transport packages and freight, facilitate international trade, and
apply advanced technology to efficiently manage the world of business. In this role, we have the opportunity to reduce GHG emissions
for the supply chains of many businesses.
UPS already publishes a comprehensive and
detailed annual sustainability report
UPS is committed to sustainable business practices
and transparent sustainability reporting. We published our first Corporate Sustainability Report in 2003, and we continue to evaluate
the adoption of new sustainability reporting standards. UPS’s annual Corporate Sustainability Report, available at www.ups.com/
sustainabilityreport, is comprehensive and already provides shareowners the information they need to assess the Company’s
sustainability efforts. This inclusive report chronicles UPS’s sustainability strategy, performance, initiatives, and engagements.
We present this data in accordance with the Global Reporting Initiative (“GRI”) Standards Comprehensive level. Beginning
last year, we also report under the Sustainability Accounting Standards Board’s (SASB) Air Freight and Logistics Sustainability
Accounting Standard.
Producing another report around the Company’s
sustainability practices is unnecessary, not an efficient use of resources, and not in the best interests of the Company or its
shareowners.
UPS is widely recognized for its sustainability
practices
We have been repeatedly and widely recognized
for our sustainability leadership. Including being listed on the Dow Jones Sustainability World Index and the Dow Jones Sustainability
North America Index for the multiple years.
We have already adopted and published ambitious
goals to reduce GHG emissions
UPS’s senior executives effectively manage
for sustainability and are highly motivated to meet the Company’s sustainability goals. In fact, after we achieved many of
our previous sustainability goals with a 2016 target date, we set more challenging goals around topics including the environment,
our workforce, and communities.
Achieving these new goals – including
a goal to reduce our absolute GHG emissions by 12% across our global ground operations by 2025 – will not be easy. We are
pushing ourselves with longer-term targets that support our sustainability vision and reinforce our commitment to create innovative
solutions for global sustainability challenges. We have established three targets to accelerate the use of renewable energy across
our fleet and
facilities, and intend to invest additional
resources to help us meet these targets:
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source 25% of total electricity needs from renewable sources by 2025; |
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source 40% of ground fuel from low carbon or alternative fuels by 2025; and |
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expand our rolling laboratory – 25% of annual vehicle purchases by 2020 will be alternative fuel and advanced technology
vehicles. |
It is also important to note that these ambitious
goals were set at a time when our carbon footprint would be expected to increase due to the rapid growth in e-commerce volume,
which is requiring us to expand our physical network around the world. And we continue to evaluate longer-term GHG emission reduction
projects beyond 2025, including projects that will address challenges associated with our airline fuel emissions.
We are taking steps to address our airline
fuel emissions
UPS is actively engaged with airline industry
and non-governmental organizations to evaluate the availability and commercial feasibility of sustainable aviation fuel. Looking
beyond 2025, we are evaluating adopting additional, enterprise-wide short-, medium- and long-term emission reduction targets that
will result in additional GHG reductions, including targets related to our airline fuel emissions.
In 2019, airline fuel made up 60% of our total
Scope 1 and Scope 2 GHG emissions. Our Fuel Analytics and Sustainability Group continuously evaluates opportunities to further
reduce our emissions in this area, including accelerating efforts to reduce the carbon intensity of our fleet. We have one of the
youngest fleets in the industry with fuel-efficient aircraft, and our existing older models have been retrofitted to make them
more efficient, all to have a lower carbon footprint.
We continue to make significant capital investments
in new, more fuel-efficient aircraft. For example, we have been addressing growing U.S. and international demand by taking delivery
of additional Boeing 747-8 freighter jets. The new wing and engine design on the 747-8 reduces fuel consumption and carbon emissions
by 16 percent over the 747-400F. The aircraft also operates 52 percent below the International Civil Aviation Organization’s
nitrous oxide limits and is 30 percent quieter than other jumbo cargo jets.
Adding these freighters will progressively increase
our ability to optimize our air network, opening up more capacity as we reassign equipment to operations across the world. UPS
also lowers flight speeds, reduces weight where possible, optimizes flight paths, washes aircraft engines regularly and uses technology
to increase precision of aircraft departures, arrivals and taxi times.
For these reasons, the board recommends that
shareowners vote against this proposal.
82 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Proposal 8 — Shareowner Proposal to Transition
United Parcel Service, Inc. to a Public Benefit Corporation
What am I voting on? Whether you want
to require the Company to amend its certificate of incorporation in order to transition to a Public Benefit Corporation under Delaware
Law.
Voting Recommendation: Our Board of Directors
recommends that you vote AGAINST this proposal because:
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UPS is already committed to our stakeholders, including our employees, customers, suppliers, and shareowners |
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UPS’s existing governance structure and practices already facilitate consideration of other stakeholders in addition to our shareowners, and provide the flexibility we need in order to deliver on our strategic goals |
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Converting to a public benefit corporation could negatively impact
UPS’s overall performance and financial health |
Vote Required: The proposal must be approved by a majority of the voting power of the shares present in person or by proxy.
Shareowner Proposal
Myra K. Young, 9295 Yorkship Court Elk Grove,
CA 95758, has advised us that she intends to submit the proposal set forth below for consideration at the Annual Meeting.
Proposal 8 - Transition to Public Benefit
Corporation
RESOLVED: United Parcel Service, Inc.
(the “Company”) shareholders request our Board of Directors take steps necessary to amend our certificate of incorporation
and, if necessary, bylaws (including presenting such amendments to the shareholders for approval) to become a public benefit corporation
(a “PBC”) in light of its adoption of the Business Roundtable Statement of the Purpose of a Corporation (the “Statement”).1
SUPPORTING STATEMENT: The Company signed the Statement, which proclaims “we share a fundamental commitment to
all of our stakeholders. . . . We commit to deliver value to all of them, for the future success of our companies, our communities
and our country.”
However, the Company is a conventional Delaware corporation, so that directors’ fiduciary duties
emphasize the company and its shareholders, but not stakeholders (except to the extent they create value for shareholders over
time). Accordingly, when the interests of shareholders and stakeholders such as workers or customers clash, the Company’s
legal duty excludes all but shareholders.
As one Delaware law firm reported to another
signatory considering conversion, directors may consider stakeholder interests only if “any decisions made with respect
to such stakeholders are in the best interests of the corporation and its stockholders.”2 That contradicts
the commitment made in the Statement.
In contrast, directors of a PBC must “balance”
the interests of shareholders, stakeholders and a specified benefit,3 giving legal status to the Statement’s empty
promise.
This matters. A recent study determined that
listed companies create annual social and environmental costs of $2.2 trillion.4 These costs have many sources, including
pollution, climate change and employee stress.5 A company required to balance stakeholder interests could prioritize
lowering these costs, even if doing so sacrificed higher return.
That matters to our shareholders, the majority
of whom are beneficial owners with broadly diversified interests. As of the 2020 proxy statement, the Company’s top three
holders were Vanguard, State Street and BlackRock, which are generally indexed or otherwise broadly diversified.
Such shareholders and beneficial owners are
unalterably harmed when companies follow Delaware’s “shareholder primacy” model and impose costs on the economy
that lower GDP, which reduces equity value.6 While the Company may profit by ignoring costs it externalizes, diversified
shareholders will ultimately pay these costs. As a PBC, our Company could prioritize reducing these costs.
Shareholders are entitled to vote on a change
that would serve their interests and ensure the commitment made to stakeholders is authentic and lasting.
Please vote for: Transition to Public Benefit
Corporation – Proposal 8
1 |
https://s3.amazonaws.com/brt.org/BRT-StatementonthePurposeofaCorporationOctober2020.pdf. |
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2 |
https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2020/harringtonwellsfargo021220-14a8.pdf |
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3 |
8 Del C, §365. |
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4 |
https://www.schroders.com/en/sysglobalassets/digital/insights/2019/pdfs/sustainability/sustainex/sustainex-short.pdf.
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Id. |
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6 |
See, e.g., https://www.advisorperspectives.com/dshort/updates/2020/11/05/market-cap-to-gdp-an-updated-look-at-the-buffett-valuation-indicator
(total market capitalization to GDP “is probably the best single measure of where valuations stand at any given moment”)
(quoting Warren Buffet). |
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83 |
Table of Contents
Response of UPS’s Board
UPS understands the importance of acting responsibly
as a business, an employer and a corporate citizen. That is why UPS is proud of our CEO’s decision to endorse the Statement
on the Purpose of a Corporation (the “Statement”), which was issued by the Business Roundtable in August 2019. We believe
the Statement’s expressed commitment that a company benefit its stakeholders is wholly consistent with UPS’s corporate
mission, which expressly includes leading by example, as a caring and sustainable company making a difference in the communities
we serve. In addition, we are committed to maintaining robust governance practices that benefit the long-term interests of all
stakeholders. As a result, converting to a public benefit corporation is unnecessary and is an inappropriate way to ensure that
UPS continues to fulfill its mission.
UPS strives to be a caring and sustainable
company
As described below, UPS operates in a sustainable
manner, and we were named to Forbes and JUST Capital’s annual JUST 100 list for our commitment to serving our workers,
customers, communities, the environment and shareowners.
UPS fosters a culture where our employees
can thrive through innovative education and training programs, health and safety initiatives, and a commitment to diversity, equity
and inclusion. UPS owes our success, to a significant degree, to the commitment our ownership structure inspires in our employee
owners. Our enterprise-wide learning management system, UPS University, helps employees develop and hone skills that will help
them achieve success in their roles within the Company. UPS also offers one of the most generous tuition reimbursement programs
in the marketplace. We are committed to creating an environment where all employees feel valued, respected and engaged. Our diversity,
equity and inclusion mission is to connect and empower our employees, customers, suppliers, and communities for success by embracing
the dynamics of different backgrounds, experiences and perspectives to propel our growth. UPS is also taking action to address
racial inequality by establishing the UPS Equity, Justice & Action Task Force, a cross-functional team of UPS leaders charged
with identifying and expediting solutions that strengthen the Company internally, while activating UPS’s size and scale
externally to help address inequality. The Company has also instituted mandatory unconscious bias training for employees.
UPS is transparent and accountable, dedicated
to volunteering time, sharing knowledge, and donating funds to make our global community better. Through the UPS Foundation,
we work to tackle today’s societal challenges. For example, in 2020, our total annual charitable contributions totaled approximately
$69 million in cash and in-kind contributions. Moreover, volunteerism is a year-round priority, and in 2020 we completed 20 million
hours of global volunteerism and community service.
UPS is committed to sustainable business
practices and transparent sustainability reporting. Our Corporate Sustainability Report provides information on our sustainability
efforts, our community impact and work, and how we strive to support underrepresented and underprivileged communities. UPS has
been repeatedly and widely recognized for our sustainability leadership, and we have set a number of ambitious goals to reduce
our carbon footprint, improve sustainability through advanced technology, and invest in communities worldwide, including through
our goal to plant 50 million trees around the world by 2030 in alignment with the United Nations Sustainable Development Goals,
which will be earmarked to support low-income and underserved communities. UPS is also taking action in support of Black communities
worldwide by expanding funding to longstanding partners such as the National Urban League, the NAACP, United Negro College Fund
and the Leadership Conference on Civil and Human Rights’ Education Fund, and forming new partnerships with organizations
working for justice, reform and equity such as the Equal Justice Initiative and the National Museum of African American History
and Culture. The Company also pledged 1 million UPS employee volunteer hours to support mentorship and educational programming
in underserved Black communities.
UPS maintains robust governance practices
that benefit shareowners’ long-term interests
As discussed in the Corporate Governance section,
UPS maintains robust corporate governance practices that benefit shareholders’ long-term interests. In connection with exercising
its general oversight responsibility, the board is regularly briefed on issues of concern to the Company’s customers, unions,
employees, retirees and shareowners. Consideration of economic, environmental and social sustainability risks and opportunities,
which impact our stakeholders, are part of our comprehensive enterprise risk management program. We also view shareowner engagement
as an essential aspect of corporate governance and consider the views of our shareowners when evaluating our governance policies.
Public benefit corporations are novel, especially
for large U.S. publicly-traded companies like UPS
Delaware law was only amended to address public
benefit corporations in 2013, and few U.S. publicly traded corporations are public benefit corporations. Further, it is difficult
to predict the impact that converting to a public benefit corporation would have on our long-term success, including the impact
on UPS’s short-and long-term stock price, market capitalization, and overall financial viability. Uncertainty also exists
as to how regulatory agencies would view conversion to a public benefit corporation.
For these reasons, we believe our existing corporate
structure is well equipped to enable us to continue to deliver long-term, sustainable value. As a result, the board recommends
that shareowners vote against this proposal.
84 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Proposal 9 — Shareowner Proposal Requesting
the Board Prepare an Annual Report on Diversity and Inclusion
What am I voting on? Whether you want
to require the board to prepare an annual report on diversity and inclusion.
Voting Recommendation: Our board of directors
recommends that shareowners vote AGAINST this proposal because:
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UPS’s commitment to diversity is reflected in our workforce demographics, executive leadership and workplace environment |
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UPS already provides investors with significant diversity data, and is committing to providing additional data |
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UPS has consistently been named a top company for diversity and inclusion |
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The board provides independent oversight of UPS’s human capital management |
Vote Required: The proposal must
be approved by a majority of the voting power of the shares present in person or by proxy.
As You Sow, 2150 Kittredge St. Suite 450, Berkeley,
CA 94704, has advised us that they intend to submit the proposal set forth below for consideration at the Annual Meeting on behalf
of John B & Linda C Mason Comm Prop (S), Zanvyl Krieger Tr FBO Emma Kreiger (S) and Futures Without Violence Total (S).
Resolved: Shareholders request that United
Parcel Service, Inc. (UPS) publish annually a report assessing the Company’s diversity and inclusion efforts, at reasonable
expense and excluding proprietary information. At a minimum the report should include:
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the process that the Board follows for assessing the effectiveness of its diversity, equity and inclusion programs, |
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the Board’s assessment of program effectiveness, as reflected in any goals, metrics, and trends related to its promotion, recruitment and retention of protected classes of employees. |
Supporting Statement: Investors seek
quantitative, comparable data to understand the effectiveness of the company’s diversity, equity, and inclusion programs.
Whereas: Numerous studies have pointed
to the corporate benefits of a diverse workforce. These include:
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Companies with the strongest racial and ethnic diversity are 35 percent more likely to have financial returns above their industry medians. |
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Companies in the top quartile for gender diversity are 21 percent more likely to outperform on profitability and 27 percent more likely to have superior value creation.1 |
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A 2019 study of the S&P 500 by the Wall Street Journal found that the 20 most diverse companies had an average annual five year stock return that was 5.8 percent higher than the 20 least-diverse companies.2 |
Despite such benefits, significant barriers
exist for diverse employees advancing within their careers. Women enter the workforce in almost equal numbers as men (48 percent).
However, they only comprise 22 percent of the executive suite. Similarly, people of color comprise 33 percent of entry level positions,
but only 13 percent of the c-suite.3
UPS states on its website “UPS has a unique opportunity to effect positive
change in the world through a commitment to diversity and inclusion within our own workplace ... UPS views diversity and inclusion
as a top business priority. By cultivating a diverse and inclusive environment, we can increase talent engagement, foster innovation,
enhance customer service, and ultimately drive better financial performance.”4
UPS, however, has not released
meaningful information that allows investors to determine the effectiveness of its human capital management policies related to
workplace diversity. Stakeholders may become concerned that UPS’ statements are corporate puffery, language described by
the United States Federal Trade Commission as marketing exaggerations intended to “puff up” companies or products and
not able to be relied upon by consumers and investors.
Investors have reason to be wary, as UPS currently
faces allegations of religious, gender and race discrimination. Investor desire for information on this issue is significant. As
of October, 2020, $1.9 trillion in represented assets released an Investor Statement on the importance of increased corporate transparency
on workplace equity data. It stated:
It is essential that investors have access
to the most up-to-date and accurate information related to diverse workplace policies, practices, and outcomes.5
1 |
MMcKinsey & Company, “Delivering through Diversity”, January 2018 https://www.mckinsey.com/~/media/mckinsey/business%20functions/organization/our%20insights/delivering%20through%20diversity/delivering-through-diversity_full-report.ashx |
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2 |
Holger, Dieter, “The business case for more diversity” Wall Street Journal, October 26, 2019 https://www.wsj.com/articles/the-business-case-for-more-diversity-11572091200
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3 |
McKinsey & Company, “Women in the Workplace 2018”, https://womenintheworkplace.com/ |
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4 |
https://sustainability.ups.com/sustainability-strategy/diversity-and-inclusion/ |
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5 |
https://www.asyousow.org/our-work/gender-workplace-equity-disclosure-statement |
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85 |
Table of Contents
Response of UPS’s Board
UPS is a global company — and is becoming
even more so as much of the world’s economic and population growth continues to occur in emerging markets. With more than
half a million employees around the world, UPS has a unique opportunity to effect positive change in the world through a commitment
to diversity, equity, and inclusion within our own workplace. We work closely with our customers, communities, suppliers, and employees
to advance a culture that embraces diversity, cultivates equity and inclusion, and fosters open participation from those with different
ideas and perspectives. UPS views diversity, equity, and inclusion as a strategic imperative that enables the company to attract
and retain talented employees, foster innovation to enhance customer service, and bring strength and stability to businesses and
communities. Producing an additional special report on UPS’s diversity and inclusion efforts is unnecessary, and not an efficient
use of resources, and therefore not in the best interests of the Company or its shareowners.
UPS seeks to maintain a diverse and inclusive
workforce
As one of the world’s largest employers,
UPS employs people across all cultures, backgrounds, lifestyles, and experiences. In such a large company, there’s an opportunity
for employees to want to connect, network, and learn from others outside of normal work teams and with different backgrounds and
experiences. An important way they can do this is through employee hubs known as Business Resource Groups (BRGs).
The BRG program started as a pilot in 19 UPS
locations in 2006 with Women’s Leadership Development (WLD) and has grown exponentially into more than 200 chapters worldwide
across 11 total BRG categories: African American, Asian, Hispanic/ Latino, Focus on Abilities, LGBT & Allies, Millennial, Multicultural,
Veterans, Women in Operations, Working Parents, and WLD. Each BRG is supported with advisors and sponsors from senior management
who help them grow and support the business in unique ways.
In addition, in 2020 we created the role of
Chief Diversity, Equity and Inclusion Officer, a new position on the company’s Executive Leadership Team, reporting directly
to our CEO. The creation of this role is a significant step forward for UPS to build a more inclusive and equitable environment.
Furthermore, the Company has also instituted mandatory unconscious bias training for employees.
UPS’s commitment to diversity is reflected
in our workforce demographics
Our focus on diversity and inclusion is not
“corporate puffery” as suggested by this proposal. Starting from the most senior levels at UPS, our commitment to diversity
and inclusion is evident:
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Board of Directors - 46% of our 2021 director nominees are women; and 31% are non-white |
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Executive Leadership – 33% of our Executive Leadership Team members are women; and 33% are non-white |
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Management – as disclosed in our most recent Sustainability Report, although only 15% of our non-management
employees are women, 37% of our entry level management |
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positions, and 26% of our senior and middle management positions, are held by women; in addition, 49% of our entry level management positions, and 34% of senior and middle management positions, are held by non-white employees. |
UPS already provides investors with significant
diversity and inclusion data
The workforce statistics described above are
reported annually in our Sustainability Report. In addition, beginning with our next Sustainability Report, we intend to report
the prior year gender, racial and ethnic composition of our US workforce by EEO-1 job category as set forth in the consolidated
EEO-1 Report that UPS files with the EEOC. We believe these disclosures provide the vast majority of our investors with the information
they need to determine the effectiveness of our human capital management policies related to workplace diversity.
UPS has consistently been named a top company
for diversity and inclusion
UPS has received numerous accolades recognizing
our diversity and inclusion efforts. Following is a list of just a few of the more recent awards:
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For the fifth year in a row, UPS has been named to Forbes and JUST Capital’s annual JUST 100 corporate leadership
list. UPS earned a ranking of No. 39 overall and No. 1 in Transportation. |
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UPS was named to OMNIKAL’s Omni50 Award, which is the top 50 U.S. corporations who are awarding the most business
to entrepreneurs from the growing culturally diverse marketplace |
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UPS was ranked in 3BL Media’s “100 Best Corporate Citizens” list and ranked No. 1 in Transportation
sector. UPS has placed on the list for the past 11 years. |
The board provides independent oversight
of UPS’s human capital management
Our Board of Directors and board committees
provide oversight on human capital matters through a variety of methods and processes. These include regular updates and discussion
around human capital transformation efforts, technology initiatives impacting the workforce, health and safety matters, employee
survey results related to culture and other matters, hiring and retention, employee demographics, labor relations and contract
negotiations, compensation and benefits, succession planning and employee training initiatives. We believe the Board’s oversight
of these matters helps identify and mitigate exposure to labor and human capital management risks, and is part of the broader framework
that guides how we attract, retain and develop a workforce that aligns with our values and strategies.
For these reasons, we believe our existing diversity
and inclusion practices, and significant disclosures, provide meaningful information that allows investors to determine the effectiveness
of our human capital management policies related to workplace diversity. As a result, the board recommends that shareowners vote
against this proposal.
86 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
Important Information About Voting at the 2021
Annual Meeting
What is included in the proxy materials, and
why am I receiving them?
The proxy materials for our Annual Meeting include
this Proxy Statement and notice of the 2021 Annual Meeting, as well as our 2020 Annual Report. If you received paper copies of
these materials, you also received a proxy card or voting instruction form. We began distributing the Proxy Statement, Annual Meeting
notice and proxy card, and Notice of Internet Availability of Proxy Materials (the “Notice”) on March 29, 2021.
When you vote, you appoint each of Carol B.
Tomé and Norman M. Brothers, Jr. to vote your shares at the Annual Meeting as you have instructed them. If a matter that
is not on the form of proxy is voted on, then you appoint them to vote your shares in accordance with their best judgment. This
allows your shares to be voted whether or not you attend the Annual Meeting.
Why did some shareowners receive a Notice of
Internet Availability of Proxy Materials while others received a printed set of proxy materials?
We are allowed to furnish our proxy materials
to requesting shareowners over the Internet, rather than by mailing printed copies, so long as we send them a Notice. The Notice
explains how to access and review the Proxy Statement and Annual Report and vote over the Internet at www.proxyvote.com. If
you received the Notice and would like to receive
printed proxy materials, follow the instructions in the Notice.
If you received printed proxy materials, you
will not receive the Notice, but you may still access our proxy materials and submit your proxy over the Internet at www.proxyvote.com.
Can I receive future proxy materials and annual
reports electronically?
Yes. This Proxy Statement and the 2020 Annual
Report are available on our investor relations website at www.investors.ups. com. Instead of receiving a Notice or paper copies
of the proxy materials in the mail, shareowners can elect to receive emails that provide links to our future annual reports and
proxy materials on the Internet. Opting to receive your proxy materials electronically will reduce costs and the environmental
impact of our annual meetings and will give you an automatic link to the proxy voting site.
If you are a shareowner of record and wish to
enroll in the electronic proxy delivery service for future meetings, you may do so by going to www.icsdelivery.com/ups and following
the prompts. If you hold class B shares through a bank or broker, please refer to your voting instruction form, the Notice or other
information provided by your bank or broker for instructions on how to elect this option.
Who is entitled to vote?
Holders of our class A common stock and our
class B common stock at the close of business on March 22, 2021 are entitled to vote. This is referred to as the “Record
Date.”
A list of shareowners entitled to vote at the
Annual Meeting will be available in electronic form at www.virtualshareholdermeeting. com/UPS2021 during the Annual Meeting on
May 13, 2021.
You must use your 16-digit control number found
on your proxy card, voting instruction form or the Notice of Internet Availability you previously received to participate in the
meeting and vote. The list of shareowners will also be accessible for ten days prior to the meeting at our principal place of business,
55 Glenlake Parkway, N.E., Atlanta, Georgia 30328.
To how many votes is each share of common stock
entitled?
Holders of class A common stock are entitled
to 10 votes per share. Holders of class B common stock are entitled to one vote per share. On the Record Date, there were 147,977,700
shares of our class A common stock and 721,435,559 shares of our class B common stock outstanding and entitled to vote.
The voting rights of any shareowner or group
of shareowners, other than any of our employee benefit plans, that beneficially owns shares representing more than 25% of our voting
power are limited so that the shareowner or group may cast only one one-hundredth of a vote with respect to each vote in excess
of 25% of the outstanding voting power.
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How do I vote before the Annual Meeting?
Shareowners of record may vote as described
below:
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Online. You can vote in advance of the Annual Meeting via the Internet at www.proxyvote.com. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on May 12, 2021. |
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By Telephone. If you received a proxy card by mail, the toll-free telephone number is noted on your proxy card. Telephone voting is available 24 hours a day at 1-800-690-6903 and will be accessible until 11:59 p.m. Eastern Time on May 12, 2021. |
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By Mail. If you received a proxy card by mail and choose to vote in advance by mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope. |
If you hold class A shares in the UPS Stock
Fund in the UPS 401(k) Savings Plan, you may vote your shares through the Internet, by telephone, by mail or online during as if
you were a registered shareowner. To allow sufficient time for voting by the Plan trustee, your voting instructions must be received
by 11:59 Eastern Time on May 10, 2021.
Even if you plan to attend the Annual Meeting,
we encourage you to vote in advance. If you vote through the Internet or by telephone, you do not need to return your proxy card.
The method you use to vote in advance will not
limit your right to vote online during the Annual Meeting.
BENEFICIAL SHAREOWNER VOTING OPTIONS
If you are a beneficial owner, you will receive
instructions from your bank, broker or other nominee that you must follow in order for your shares to be voted. Many of these institutions
offer telephone and Internet voting. If your voting instruction form or Notice indicates that you may vote these shares through
www.proxyvote.com, you will need the 16-digit control number indicated on that form or Notice. If you did not receive a 16-digit
control number, please contact your bank, broker or other nominee at least five days before the Annual Meeting and obtain a legal
proxy to be able to participate in or vote at the Annual Meeting.
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Can I revoke my proxy or change my vote?
Shareowners of record may revoke their proxy
or change their vote at any time before the polls close at the Annual Meeting by:
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submitting a subsequent proxy through the Internet, by telephone or by mail with a later date; |
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sending a written notice to our Corporate Secretary at 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328; or |
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voting online during the Annual Meeting. |
If you hold class B shares through a bank or
broker, please refer to your proxy card, the Notice or other information forwarded by your bank or broker to see how you can revoke
your proxy and change your vote before the Annual Meeting.
Beneficial shareowners that attend the Annual
Meeting using the 16-digit code they received as described below will also be able to change their vote by voting online at any
time before the polls close at the Annual Meeting.
How many votes do you need to hold the Annual
Meeting?
The presence, online or by proxy, of the holders
of a majority of the votes entitled to be cast at the Annual Meeting will constitute a quorum. A quorum is necessary to hold the
Annual Meeting and conduct business. If a quorum is not present online, the Annual Meeting may be adjourned from time to time until
a quorum is present.
What happens if I do not provide voting instructions
or if a nominee is unable to stand for election?
If you sign and return a proxy but do not provide
voting instructions, your shares will be voted as recommended by the board.
If a director nominee is unable to stand for
election, the board may either reduce the number of directors that serve on the board or designate a substitute nominee. If the
board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election
will be voted for the substitute nominee.
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Will my shares be voted if I do not vote through
the Internet, by telephone or by signing and returning my proxy card?
If you are a shareowner of record and you do
not vote, then your shares will not count in deciding the matters presented for shareowner consideration at the Annual Meeting.
If your class A shares are held in the UPS Stock
Fund in the UPS 401(k) Savings Plan and you do not vote by 11:59 p.m. Eastern Time on May 10, 2021, then the Plan trustee will
vote your shares for each proposal in the same proportion as the shares held under the Plan for which voting instructions were
received.
If your class B shares are held in street name
through a bank or broker, your bank or broker may vote your class B shares under certain limited circumstances if you do not provide
voting instructions before the Annual Meeting. These circumstances include voting your shares on “routine matters”
as defined by NYSE rules related to voting by banks and brokers, such as the ratification of the appointment of our independent
registered public accounting firm described in this Proxy Statement. With
respect to this proposal, therefore, if you
do not vote your shares, your bank or broker may vote your shares on your behalf or leave your shares unvoted.
The remaining proposals are not considered “routine
matters” under NYSE rules relating to voting by banks and brokers. When a proposal is not a routine matter and the brokerage
firm has not received voting instructions, the brokerage firm cannot vote the shares on that proposal. Shares that banks and brokerage
firms are not authorized to vote are called “broker non-votes.” Broker non-votes that are represented at the Annual
Meeting will be counted for purposes of establishing a quorum but not for determining the number of shares voted for or against
a non-routine matter.
We encourage you to provide instructions to
your bank or brokerage firm by voting your proxy so that your shares will be voted at the Annual Meeting in accordance with your
wishes.
What is the vote required for each proposal
to pass, and what is the effect of abstentions and uninstructed shares on each of the proposals?
Our Bylaws provide for majority voting in uncontested
director elections. Therefore, a nominee will only be elected if the number of votes cast for the nominee’s election is greater
than the number of votes cast against that nominee. See “Corporate Governance – Majority Voting and Director Resignation
Policy” for an explanation of what would happen if more votes are cast against a nominee than for the nominee. Abstentions
are not considered votes cast for or against the nominee. For each other
proposal to pass, in accordance with our Bylaws,
the proposal must receive the affirmative vote of a majority of the voting power of the shares present in person or by proxy at
the Annual Meeting and entitled to vote.
The following table summarizes the votes required
for each proposal to pass and the effect of abstentions and uninstructed shares on each proposal.
Proposal |
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Votes Required for |
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Uninstructed |
Number |
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Item |
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Approval |
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Abstentions |
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shares |
1. |
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Election of 13 directors |
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Majority of votes cast |
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No effect |
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No effect |
2. |
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Advisory vote on executive |
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Majority of the voting power of the |
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Same as |
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No effect |
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compensation |
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shares represented at the meeting |
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votes against |
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3. |
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Approve 2021 Omnibus Incentive |
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Majority of the voting power of the |
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Same as |
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No effect |
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Compensation Plan |
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shares represented at the meeting |
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votes against |
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4. |
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Ratification of independent registered |
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Majority of the voting power of the |
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Same as |
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Discretionary voting |
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public accounting firm |
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shares represented at the meeting |
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votes against |
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by broker permitted |
5. - 9. |
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Shareowner proposals |
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Majority of the voting power of the |
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Same as |
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No effect |
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shares represented at the meeting |
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votes against |
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How do I attend and vote at the Annual Meeting?
The Annual Meeting will take place on May 13,
2021, at 8:00 a.m. Eastern Time. There will not be a physical location for the Annual Meeting and you will not be able to attend
in person. You or your proxyholder can participate, vote and examine our list of shareowners entitled to vote at the Annual Meeting
by visiting www.virtualshareholdermeeting.com/UPS2021 and entering the 16-digit control number included in your Notice, on your
proxy
card, or on the instructions that accompanied
your proxy materials. If you are a beneficial shareowner, see the information relating to beneficial shareowners above under “How
do I vote before the Annual Meeting” for obtaining your 16-digit control number. You may begin to log into the meeting platform
at 7:45 a.m. Eastern Time on Thursday, May 13, 2021.
How can I submit question at or prior to the
Annual Meeting?
If you wish to submit a question prior to the
Annual Meeting, you may do so by visiting proxyvote.com and entering your 16-digit control number, then clicking “Submit
a Question for Management.”
We have designed the format of the Annual Meeting
so that shareowners have the same rights and opportunities as they would have had at a physical meeting. To this end, shareowners
will be able to submit questions during the Annual Meeting. If you wish to submit a question during the Annual Meeting, you may
do so by logging into www.virtualshareholdermeeting.com/UPS2021 with your 16-digit control number, as described above under “How
do I attend and vote at the Annual Meeting?” We will answer questions
and address comments relevant to meeting matters
that comply with the meeting rules of conduct during the Annual Meeting, subject to time constraints. We will summarize multiple
questions submitted on the same topic. We will make every effort to respond to all appropriate questions during the meeting, as
time permits.
If there are matters of individual concern to
a shareowner and not of general concern to all shareowners, or if a question posed was not otherwise answered, we provide an opportunity
for shareowners to contact us separately after the Annual Meeting through the “Investor Relations” section of the Company’s
website at www.investors.ups.com.
What if I have technical difficulties or trouble
accessing the virtual Annual Meeting?
For help with technical difficulties on the
meeting day you can call 1-800-586-1548 (toll free) or 303-562-9288 (international) for assistance. Technical support will be available
starting at 7:00 a.m. Eastern Time and until the meeting has finished.
What does it mean if I receive more than one
Notice, proxy card or voting instruction form?
This means that your shares are registered in
different names or are held in more than one account. To ensure that all shares are voted, please vote each account by using one
of the voting methods as described above.
When and where will I be able to find the voting
results?
You can find the official results of the voting
at the Annual Meeting in our Current Report on Form 8-K that we will file with the SEC within four business days after the Annual
Meeting. If
the official results are not available at that
time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment as soon as
they become available.
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Other Information for Shareowners
Solicitation of Proxies
We will pay our costs of soliciting proxies.
Directors, officers and other employees, acting without special compensation, may solicit proxies by mail, email, in person or
by telephone. We will reimburse brokers, fiduciaries, custodians and other nominees for out-of-pocket expenses incurred in sending
our proxy materials
and Notice to, and obtaining voting instructions relating to the proxy materials and Notice from, shareowners.
In addition, we have retained Georgeson, Inc. to assist in the solicitation of proxies for the Annual Meeting at a fee of approximately
$15,000 plus associated costs and expenses.
Eliminating Duplicative Proxy Materials
We have adopted a procedure approved by the
SEC called “householding” under which multiple shareowners who share the same last name and address and do not participate
in electronic delivery will receive only one copy of the annual proxy materials or Notice unless we receive contrary instructions
from one or more of the shareowners. If you wish to opt out of householding and continue to receive multiple copies of the proxy
materials or Notice at the same address, or if you have previously opted
out and wish to participate in householding, you may do
so by notifying us in writing or by telephone at: UPS Investor Relations, 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328, (404)
828-6059, and we will promptly deliver the requested materials. You also may request additional copies of the proxy materials or
Notice by notifying us in writing or by telephone at the same address or telephone number.
Submission of Shareowner Proposals and Director
Nominations
Proposals for Inclusion in the Proxy Statement for the 2022
Annual Meeting
Shareowners who, in accordance with Rule
14a-8 under the Securities Exchange Act of 1934, wish to present proposals for inclusion in the proxy materials to be distributed
in connection with the 2022 Annual Meeting of Shareowners must submit their proposals so that they are received by our Corporate
Secretary at 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328 no later
than 6:00 p.m. eastern on November 29, 2021. Any proposal
will need to comply with SEC regulations regarding the inclusion of shareowner proposals in Company-sponsored proxy material. As
the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion.
Director Nominations for Inclusion in the Proxy Statement for
the 2022 Annual Meeting
Shareowner notice of the intent to use proxy
access must be delivered to the Corporate Secretary at 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328 not later than the close
of business on the 120th day, nor earlier than the 6:00 p.m. eastern on the 150th day, prior to the first anniversary of the date
the definitive proxy statement was first released to shareowners in connection with the preceding year’s annual meeting of
shareowners; provided, however, that in the event the annual meeting is more than 30 days before or after the anniversary of the
preceding year’s annual meeting, or if no annual meeting was held in the preceding year, to be timely, the notice must be
so delivered not earlier than the close of business on the 150th day prior to such annual meeting, and not later than the close
of business on the later of the 120th day prior to such annual meeting, or the 10th day following the day on which public announcement
of the
date of such meeting is first made by the Company. Therefore, any notice of the intent to use proxy access must be delivered
to our Corporate Secretary no later than 6:00 p.m. Eastern time on November 29, 2021 and no earlier than 6:00 p.m. Eastern
time on October 30, 2021. However, if the date of our 2022 Annual Meeting occurs more than 30 days before or 30 days after May
13, 2022, the anniversary of the 2021 Annual Meeting, a shareowner notice will be timely if it is delivered to our Corporate Secretary
by the later of (a) the close of business on the 120th day prior to the date of the 2022 Annual Meeting and (b) the 10th day following
the day on which we first make a public announcement of the date of the 2022 Annual Meeting. As our Bylaws make clear, simply submitting
a nomination does not guarantee its inclusion.
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Other Proposals or Director Nominations
for Presentation at the 2022 Annual Meeting
Shareowners who wish to propose business
or nominate persons for election to the Board of Directors at the 2022 Annual Meeting of Shareowners, and the proposal or nomination
is not intended to be included in our 2022 proxy materials, must provide a notice of shareowner business or nomination in accordance
with Article II, Section 10 of our Bylaws. In order to be properly brought before the 2022 Annual Meeting of Shareowners, Article
II, Section 10 of our Bylaws requires that a notice of a matter the shareowner wishes to present (other than a matter brought pursuant
to Rule 14a-8), or the person or persons the shareowner wishes to nominate as a director, must be received by our Corporate Secretary
not later than the close of business on the 90th day, nor earlier than the close of business on the 150th day, prior to the first
anniversary of the preceding year’s annual meeting. Therefore, any notice intended to be given for a proposal or nomination
not intended to be included in our 2022 proxy materials must be received by our Corporate Secretary
at 55 Glenlake Parkway, N.E.,
Atlanta, Georgia 30328 no later than 6:00 p.m. Eastern time on February 12, 2022, and no earlier than the close of business on
December 14, 2021. However, if the date of our 2022 Annual Meeting occurs more than 30 days before or 30 days after May 13, 2022,
the anniversary of the 2021 Annual Meeting, a shareowner notice will be timely if it is delivered to our Corporate Secretary by
the later of (a) the close of business on the 90th day prior to the date of the 2022 Annual Meeting and (b) the 10th day following
the day on which we first make a public announcement of the date of the 2022 Annual Meeting.
To be in proper form, a shareowner’s
notice must be a proper subject for shareowner action at the Annual Meeting and must include the specified information concerning
the proposal or nominee as described in Section 10 of our Bylaws. Our Bylaws are available on the governance page of our investor
relations website at www.investors.ups.com.
2020 Annual Report on Form 10-K
A copy of our 2020 Annual Report on Form 10-K, including financial
statements, as filed with the SEC may be obtained without charge upon written request to: Corporate Secretary, 55 Glenlake Parkway,
N.E., Atlanta, Georgia 30328. It is also available on our investor relations website at www.investors.ups.com.
Other Business
Our Board of Directors is not aware of any
business to be conducted at the Annual Meeting other than the proposals described in this Proxy Statement. Should any other matter
requiring a vote of the shareowners arise, the persons named in the accompanying proxy card will vote in accordance with their
best judgment. A proxy granted by a shareowner in connection with the Annual Meeting will give discretionary authority to the named
proxy holders to vote on any such matters that are properly presented at the Annual Meeting, subject to SEC rules.
This proxy statement contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than those of current
or historical fact, and all statements accompanied by terms such as “will,” “believe,” “project,”
“expect,” “estimate,” “assume,” “intend,” “anticipate,” “target,”
“plan” and similar terms, are intended to be forward-looking statements. Forward-looking statements are made subject
to the safe harbor provisions of the federal securities laws pursuant to Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such statements relate to our intent, belief and current expectations about our strategic
direction, prospects and future results, and give our current expectations or forecasts of future events; they do not relate strictly
to historical or current facts.
Forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present
expectations or anticipated results. These risks and uncertainties include, but are not limited to, those described in Part I,
“Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC
and being made available with this proxy statement, and may also be described from time to time in our future reports filed with
the SEC. You should consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the
accuracy of predictions contained in such forward-looking statements. Management believes that these forward-looking statements
are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements
because such statements speak only as of the date when made. We do not undertake any obligation to update forward-looking statements
to reflect events, circumstances, changes in expectations or the occurrence of unanticipated events after the date of those statements.
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ANNEX A
UNITED PARCEL SERVICE, INC.
2021 OMNIBUS INCENTIVE COMPENSATION PLAN
Article 1. Establishment, Objectives, and Duration
1.1 |
Establishment
of the Plan. United Parcel Service, Inc., a Delaware corporation (“UPS” or the “Company”), hereby
establishes an incentive compensation plan to be known as the “United Parcel Service, Inc. 2021 Omnibus Incentive Compensation
Plan” (as may be amended or amended and restated from time to time, the “Plan”), as set forth in this document.
The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Restricted Performance Shares, Restricted Performance Units, Shares, cash Awards and other Awards.
Subject to approval by the Company’s shareowners, the Plan shall become effective as of the Effective Date and shall
remain in effect as provided in Section 1.3 hereof. |
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1.2 |
Objectives of
the Plan. The objectives of the Plan are to permit the grant of short-term and long-term incentives and rewards to Participants
for service and/or performance, and to promote teamwork among Participants. The Plan is further intended to provide flexibility
to the Company in its ability to motivate, attract, and retain the services of Participants who make contributions to the
Company’s success and to allow Participants to share in the success of the Company. |
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1.3 |
Duration of the
Plan. The Plan shall commence on the Effective Date, as described in Section 2.17 hereof, and shall remain in effect,
subject to the right of the Committee to amend or terminate the Plan at any time pursuant to Article 15 hereof, until all
Shares subject to the Plan shall have been purchased or acquired according to the Plan’s provisions. However, in no
event may an Award be granted under the Plan on or after the tenth (10th) anniversary of the Effective Date. |
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1.4 |
Successor Plan. The Plan shall be treated as a successor to the United Parcel Service, Inc. 2012 Omnibus Incentive Compensation Plan (the “2012 Plan”), the United Parcel Service, Inc. 2015 Omnibus Incentive Compensation Plan (the “2015 Plan”) and the United Parcel Service, Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”) for purposes of the UPS Management Incentive Program, the UPS Long-Term Incentive Program, the UPS Non-employee Director Equity Compensation Program, the UPS International Management Incentive Program, the Stock Option Award Program and any other program approved by the Committee under any Prior Plan (as defined herein), the terms of which make reference to a successor plan. Except as provided in Section 4.5, any awards granted under a Prior Plan shall remain subject to the terms of the applicable |
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award document and the Prior Plan under which such award was granted, including,
for purposes of the transition relief afforded by Section 13601(e)(2) of the Tax Cuts and Jobs Act (December 22, 2017), the
terms of the applicable award document and the Prior Plan that were intended to satisfy the Performance-Based Exception (as
defined in the Prior Plan). |
Article 2. Definitions
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Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized: |
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2.1 |
“2012 Plan” shall have the meaning ascribed to such term in Section 1.4. |
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2.2 |
“2015 Plan” shall have the meaning ascribed to such term in Section 1.4. |
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2.3 |
“2018 Plan” shall have the meaning ascribed to such term in Section 1.4. |
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2.4 |
“Acquired Organization” shall have the meaning ascribed to such term in Section 4.1. |
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2.5 |
“Acquired Plan” shall have the meaning ascribed to such term in Section 4.1. |
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2.6 |
“Affiliate” means any corporation, partnership, joint venture or other entity in which the Company either directly or indirectly controls at least twenty-five percent (25%) of the voting interest or owns at least twenty-five percent (25%) or more of the value or capital or profits interest of such entity. |
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2.7 |
“Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Restricted Performance Shares, Restricted Performance Units, Shares or cash awards. |
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2.8 |
“Award Document” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee that sets forth the terms and conditions of an Award granted under this Plan. An Award Document may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant. |
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2.9 |
“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the Exchange Act. |
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A-1 |
Table of Contents
2.10 |
“Board” or “Board of Directors” means the Board of Directors of the Company. |
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2.11 |
“Cause” means (a) for a Director or Key Person, as defined in the Award Document, and (b) for an Employee, except as otherwise provided in the Award Document, that the Company or a Subsidiary or an Affiliate for which an Employee works has determined that (1) the Employee has been insubordinate or refused or failed to carry out the instructions or policies of the Company or the Subsidiary or Affiliate for which the Employee works, or the supervisors or managers to whom the Employee reports; (2) the Employee has engaged in misconduct or negligence in performing the Employee’s duties and responsibilities; (3) the Employee has engaged in conduct which is dishonest, fraudulent or materially injurious to the Company, or the Subsidiary or Affiliate for which the Employee works; (4) the Employee has been indicted for a felony or any crime involving dishonesty, fraud or moral turpitude; and/or (5) the Employee has materially breached the Employee’s employment agreement, if any, or engaged in activity prohibited by any other agreement between the Employee and the Company or the Subsidiary or Affiliate for which the Employee works. |
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2.12 |
“Change in Control” of the Company shall, except as otherwise defined for purposes of an Award Document, be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: |
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(a) |
The consummation of a reorganization, merger, share exchange or consolidation, in each case, where persons who were shareowners of UPS immediately prior to such reorganization, merger, share exchange or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power of the reorganized, merged, surviving or consolidated company’s then outstanding securities entitled to vote generally in the election of directors in substantially the same proportions as immediately prior to the transaction; or a liquidation or dissolution of UPS or the sale of substantially all of UPS’s assets; or |
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(b) |
Individuals who, as of any date (the “Beginning Date”), constitute the Board of Directors (the “Incumbent Board”), as of the end of the two-year period beginning on such Beginning Date, cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the Beginning Date whose election, or nomination for election by UPS’s shareowners, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of UPS) shall be considered as though such person were a member of the Incumbent Board. |
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2.13 |
“Code” means the Internal Revenue Code of 1986, as amended from time to time. |
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2.14 |
“Committee” means the Compensation Committee of the Board. |
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2.15 |
“Company” shall have the meaning ascribed to such term in Section 1.1. |
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2.16 |
“Director” means any individual who is a member of the UPS Board of Directors. |
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2.17 |
“Effective Date” means the date this Plan is approved by the Company’s shareowners. |
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2.18 |
“Employee” means any employee of the Company, a Subsidiary or an Affiliate. Under no circumstances shall an individual who performs services for the Company, a Subsidiary or an Affiliate, but who is not classified on the payroll of such entity as an employee (for example, an individual performing services for the Company, a Subsidiary or an Affiliate pursuant to a leasing agreement), be treated as an Employee even if such individual qualifies as an “employee” of the Company, a Subsidiary or an Affiliate by virtue of common law principles or the leased employee rules under Code §414(n). Further, if an individual performing services for the Company, a Subsidiary or an Affiliate is retroactively reclassified as an employee of the Company, Subsidiary or an Affiliate for any reason (whether pursuant to court order, settlement negotiation, arbitration, mediation, government agency (e.g., Internal Revenue Service) reclassification, or otherwise), such reclassified individual shall not be treated as an Employee for purposes of the Plan for any period prior to the actual date (and not the effective date) of such reclassification. Directors who are classified as employees on the payroll of the Company, a Subsidiary or an Affiliate shall be considered Employees under the Plan. |
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2.19 |
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. |
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2.20 |
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. |
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2.21 |
“Executive Participant” means an “executive officer” as defined in Rule 3b-7 under the Exchange Act. |
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2.22 |
“Fair Market Value of a Share” means, as of any date, the value of a Share determined as follows: |
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(a) |
The value of a Share shall be equal to the value of a share of the Class B common stock of the Company, as determined in accordance with the following provisions: |
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(1) |
If shares of Class B common stock are listed on any established U.S. stock exchange or a national market system, the closing price for a share of Class B common stock on the applicable date as reported in The Wall Street Journal or such other source as the Committee deems reliable. |
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Table of Contents
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(2) |
If shares of Class B common stock are not listed on any established U.S. stock exchange or a national market system, the value of a Share shall be determined by the Committee in its sole and absolute discretion. |
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(b) |
If, for any reason, the value of a Share (as described in (a)) cannot be ascertained or is unavailable for the date in question, the value of a Share may, in the sole and absolute discretion of the Committee, be determined as of the nearest preceding date on which such value can be ascertained under the appropriate method indicated above. |
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2.22 |
“409A Guidance” means the regulations and other guidance issued under Code §409A. |
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2.23 |
“Freestanding SAR” means a SAR that is granted independently of any Options, as described in Article 7. |
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2.24 |
“Good Reason” means (a) for a Non-Employee Director or Key Person, as defined in the Award Document, and (b) for an Employee, except as otherwise provided in the Award Document, the occurrence, without an Employee’s written consent, of either of the following: (1) material diminution in the Employee’s authority, duties or responsibilities from those in effect immediately prior to the Change in Control; or (2) a material reduction in the Employee’s target total direct compensation, including annual base salary, annual cash incentive opportunity, annual equity incentive opportunity and long-term incentive opportunity, from that in effect immediately prior to the Change in Control that is not consistently applied to similar level positions. Notwithstanding the foregoing, a termination of employment shall not be considered for Good Reason unless the Employee provides the Company, or the Subsidiary or Affiliate for which the Employee works, written notice within thirty (30) calendar days of the occurrence of the act or omission giving rise to the Employee’s intention to terminate for Good Reason, detailing the particular act or acts or omission or omissions that constitute the grounds on which the proposed termination for Good Reason is based, and the Company, or the Subsidiary or Affiliate for which the Employee works, fails to correct the breach (if correctable) within thirty (30) calendar days of the date of receipt of such written notice, and the Employee actually terminates employment within 180 calendar days of the occurrence of such act or omission. |
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2.25 |
“Incentive Stock Option” or “ISO” means an option to purchase Shares granted under Article 6 and which is designated as an Incentive Stock Option and which is intended to meet the requirements of Code §422. |
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2.26 |
“Insider” means an individual who is, on the relevant date, an officer, Director or greater-than-ten percent (10%) beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act. |
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2.27 |
“Key Person” means a consultant, agent or other person other than an Employee or a Director who has rendered or will render valuable services to the Company or a Subsidiary or an Affiliate. |
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2.28 |
“Non-Employee Director” means any Director who is not also an Employee. |
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2.29 |
“Nonqualified Stock Option” or “NQSO” means an option to purchase Shares granted under Article 6 and which is not intended to be treated as an ISO under Code §422. |
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2.30 |
“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6. |
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2.31 |
“Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option. |
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2.32 |
“Outside Director” means a member of the Board who is not an employee of the Company or any Subsidiary or Affiliate thereof and who qualifies as a “non-employee director” under Rule 16b-3(b)(3) of the Exchange Act. |
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2.33 |
“Participant” means an Employee, Director or Key Person who has been selected to receive an Award or who has outstanding an Award granted under the Plan. |
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2.34 |
“Performance Period” means (a) the period during which the Restricted Performance Shares and RPUs granted pursuant to Article 9 are subject to a substantial risk of forfeiture as a result of the failure to satisfy the applicable performance or other conditions and (b) for purposes of Article 12, the period of service to which a performance goal or goals relates. |
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2.35 |
“Period of Restriction” means the period during which Restricted Stock and RSUs are subject to a substantial risk of forfeiture, as provided in Article 8. |
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2.36 |
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. |
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2.37 |
“Plan” shall have the meaning ascribed to such term in Section 1.1. |
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2.38 |
“Prior Plan” means the 2018 Plan, the 2015 Plan, the 2012 Plan, the United Parcel Service, Inc. 2009 Omnibus Incentive Compensation Plan or the United Parcel Service, Inc. Incentive Compensation Plan, as amended. |
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2.39 |
“Restricted Performance Share” means an Award granted to a Participant, as described in Article 9. |
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2.40 |
“Restricted Performance Unit” or “RPU” means an Award of a unit tied to the value of a Share granted to a Participant, as described in Article 9. |
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2.41 |
“Restricted Stock” means an Award granted to a Participant pursuant to Article 8. |
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2.42 |
“Restricted Stock Unit” or “RSU” means an Award of a unit the value of which at the time of payment is tied to the value of a Share and which is granted to a Participant in accordance with Article 8. |
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2.43 |
“Retirement” means, except as otherwise defined for purposes of an Award Document, (a) the attainment of age 55 with a minimum of 10 years of continuous employment accompanied by the cessation of employment with the Company and all Subsidiaries, (b) the attainment of age 60 with a minimum of 5 years of continuous employment accompanied by the cessation of employment with the Company and all Subsidiaries, or (c) “retirement” as determined by the Committee in its sole discretion. |
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2.44 |
“Share Reserve” shall have the meaning ascribed to such term in Section 4.1. |
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2.45 |
“Shares” means shares of Class A common stock of the Company. |
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2.46 |
“Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with a related Option, designated as a SAR, pursuant to the terms of Article 7. |
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2.47 |
“Subsidiary” means any corporation, partnership, joint venture, or other entity in which the Company either directly or indirectly controls at least fifty percent (50%) of the voting interest or owns at least fifty percent (50%) of the value or capital or profits interest. |
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2.48 |
“Tandem SAR” means a SAR that is granted in connection with a related Option pursuant to Article 7, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be canceled). |
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2.49 |
“UPS” shall have the meaning ascribed to such term in Section 1.1. |
Article 3. Administration
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3.1 |
General. The Plan will be administered by the Committee; provided, however, (a) the Board may at any time take on the powers, authority and duties of the Committee hereunder, and (b) the Board shall have the powers, authority and duties of the Committee with respect to the granting and interpretation of Awards to Directors who are not Employees. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. |
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3.2 |
Authority of the Committee. Except as limited by law or by the certificate of incorporation or bylaws of the Company, and subject to the provisions herein, the Committee shall have full power to select Employees, Directors and Key |
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Persons who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; determine whether, to what extent, and/or under what circumstances the vesting of an Award shall be accelerated; construe and interpret the Plan and any agreement, instrument or other document entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and (subject to the provisions of Article 14 and Article 15) amend the Plan or the terms and conditions of any outstanding Award. Further, the Committee shall make all other determinations which may be necessary or advisable for the administration of the Plan. |
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3.3 |
Delegation. The Board or the Committee may delegate its power, authority and duties as identified herein, except (a) the power and authority to grant Awards to persons required to file reports with respect to the Company pursuant to Section 16 of the Exchange Act and (b) as otherwise prohibited by law. |
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3.4 |
Decisions Binding. All determinations and decisions made by the Board, the Committee or the Committee’s delegate pursuant to the provisions of the Plan and all related orders and resolutions of the Board, the Committee or the Committee’s delegate shall be final, conclusive and binding on all persons, including the Company, its shareowners, Directors, Employees, Key Persons, and their estates and beneficiaries. |
Article 4. Shares Subject to the Plan
and Maximum Awards
4.1 |
Number of Shares Available for Grants. Subject to adjustment as provided in Article 4 and the Share counting rules set forth in this Plan, the maximum aggregate number of Shares available for Awards shall not exceed (a) 25,000,000 Shares, less (b) one Share for each Share issued under awards granted under the 2018 Plan (as amended or restated from time to time) after December 31, 2020, plus (c) the Shares that are subject to Awards granted under this Plan or any Prior Plan that are added (or added back, as applicable) to the aggregate number of Shares available under this Section 4.1 pursuant to the Share counting rules of this Plan (the “Share Reserve”). Such Shares may be Shares of original issuance or treasury shares, or a combination of both. Upon effectiveness of the Plan, no further awards will be made under the Prior Plans. To the extent provided in the Award, an Award denominated in Shares may be settled in cash or an Award denominated in cash may be settled in Shares, subject to the limitations of this Plan. |
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In the event the Company engages in a merger, consolidation, combination, exchange of shares, acquisition or other business transaction with another organization (the “Acquired Organization”) and the terms of such business transaction require the Company or an Affiliate to assume a plan of the Acquired Organization (the “Acquired Plan”), any shares of stock of the Acquired Organization available under |
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the Acquired Plan (as adjusted and converted into Shares in accordance with the terms of the business transaction) shall be available for Awards under the Plan, subject to applicable shareowner approval and stock exchange requirements, unless the terms of the business transaction require such Acquired Plan to be maintained as a separate plan following the completion of the business transaction. |
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4.2 |
Maximum Awards for Non-Employee Directors. With respect to any single fiscal year, the aggregate compensation that may be granted or awarded to any one Non-Employee Director, including all cash fees and retainers paid during the fiscal year to the Non-Employee Director, in respect of the Director’s service as a member of the Board during such fiscal year, including service as a member or chair of any committee of the Board, shall not exceed $750,000. For purposes of such limit, the value of Awards will be determined based on the aggregate grant date fair value of all Awards granted to the Non-Employee Director in such fiscal year (computed in accordance with applicable financial reporting rules). The Board may make exceptions of this limit for a non-executive chair of the Board, as the Board may determine in its discretion, provided that any such non-executive chair of the Board receiving such additional compensation may not participate in the decision to award such compensation. |
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4.3 |
Maximum Number of Shares Available for ISOs. Subject to adjustment as provided in Section 4.5, the maximum aggregate number of Shares that can be issued under the Plan upon the exercise of ISOs is 25,000,000 Shares. |
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4.4 |
Share Counting. Each Share subject to an Award shall reduce the Share Reserve by one (1) Share. If any Shares subject to an Award are forfeited before vesting or any Award (in whole or in part) otherwise expires, terminates, is cancelled, is settled in cash or is unearned, without the issuance of such Shares in full to a Participant, such Shares, to the extent of any such forfeiture, expiration, termination, cancellation, cash payment or unearned amount, shall again be available for grant under the Plan and be added back to the Share Reserve. If December 31, 2020, any Shares subject to an award under a Prior Plan are forfeited or such award (in whole or in part) otherwise expires, terminates, is cancelled, is settled in cash or is unearned, without the issuance of Shares in full, then to the extent of such forfeiture, expiration, termination cancellation, cash payment or unearned amount, any Shares not issued under such Prior Plan award shall be available for grant under the Plan and be added to the Share Reserve. For the avoidance of doubt: (a) Shares withheld or otherwise used from an Award to satisfy tax withholding requirements will count against the number of Shares |
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remaining available for Awards granted under the Plan, and Shares delivered or otherwise used by a Participant to satisfy tax withholding requirements will not be added to the Share Reserve; (b) the full number of Shares subject to an Option shall count against the number of Shares remaining available for Awards granted under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to the Company (by either actual delivery or attestation); (c) the full number of Shares subject to a SAR shall count against the number of Shares remaining available for Awards made under the Plan (rather than the net number of Shares actually delivered upon exercise); and (d) Shares repurchased with proceeds from the payment of the exercise price of an Option shall not be added to the Share Reserve. |
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The Share Reserve shall not be reduced for Awards that may be settled solely in cash or for any Shares subject to Awards issued in substitution for or the assumption of awards outstanding under an Acquired Plan pursuant to Section 19.9. |
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4.5 |
Adjustments in Authorized Shares. If the Company effects a subdivision or consolidation of shares of stock or other capital adjustment (or similar transaction), the number and kind of Shares which may be delivered under Section 4.1, the number and kind of and/or price of Shares subject to outstanding Awards granted under the Plan, the Award limit set forth in Section 4.2, and other Award terms, shall be adjusted in the same manner and to the same extent as all other Shares. If there are material changes in the capital structure of the Company resulting from the payment of a special dividend (other than regular quarterly dividends) or other distributions to shareowners without receiving consideration therefore; the spin-off of a subsidiary; the sale of a substantial portion of the Company’s assets; in the event of a merger or consolidation in which the Company is not the surviving entity; or other extraordinary or non-recurring events affecting the Company’s capital structure and the value of Shares, or other similar corporate transactions or events, the Committee shall make equitable adjustments in the number and kind of Shares which may be delivered under Section 4.1, the number and kind of and/or price of Shares subject to outstanding Awards granted under the Plan, the Award limit set forth in Sections 4.2, and other Award terms, to prevent the dilution or enlargement of the rights of Award recipients. Moreover, in the event of any transaction or event described in this Section 4.5, the Committee may provide in substitution for any or all outstanding Awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all Awards so replaced in a manner that complies with Code §409A. Following any such adjustment, the number of Shares subject to any Award shall always be a whole number. Notwithstanding the foregoing provisions of this Section 4.5, no adjustment shall be made to an Option or SAR to the extent that it causes such Option or SAR to provide for a deferral of compensation subject to Code §409A and the 409A Guidance. In addition, for each Option or SAR with an Option Price or grant price, as applicable, greater than the consideration offered in connection with |
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any such transaction or event described in this Section 4.5 or a Change in Control, the Committee may in its discretion elect to cancel such Option or SAR without any payment to the person holding such Option or SAR. |
Article 5. Eligibility and Participation
5.1 |
Eligibility. Persons eligible to participate in this Plan include all Employees, Directors and Key Persons. |
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5.2 |
Actual Participation. Subject to the provisions of the Plan: |
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(a) |
The Committee may from time to time select from all eligible Employees, Directors and Key Persons, those to whom Awards shall be granted and shall determine the nature and amount of each Award; and |
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(b) |
Awards may be granted to Participants at any time and from time to time as shall be determined by the Committee, including in connection with any other compensation program established by the Company. |
Article 6. Options
6.1 |
Grant of Options. Options may be granted to Participants in such number, upon such terms, and at such times as determined by the Committee; provided, however, that ISOs may be granted only to Participants who are Employees of the Company or a Subsidiary that is a “subsidiary” of the Company within the meaning of Code §424(f). |
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6.2 |
Award Document. The Award Document for each Option shall specify whether the Option is intended to be an ISO or a NQSO. |
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6.3 |
Option Price. The Option Price for each Option shall be at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted. In addition, the Option Price of any ISO which is granted to an individual who owns more than ten percent (10%) of the voting power of all classes of stock of the Company or any “parent” or “subsidiary” corporation of the Company (within the meaning of Code §424(e) and (f)) (a “10% Owner”) may not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date the Option is granted. |
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6.4 |
Duration of Options. Each Option shall expire at such time as the Committee shall determine at the time of grant; provided, however, that no Option shall be exercisable later than the expiration of the ten-year period beginning on the date of its grant (and no ISO granted to a 10% Owner shall be exercisable later than the expiration of the five-year period beginning on the date of its grant). |
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6.5 |
Exercise of Options. Options shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. |
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6.6 |
Payment. Options
shall be exercised by the delivery of |
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notice of exercise to the Company (in accordance with the procedures established by the Committee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. |
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Unless otherwise provided under the terms of an Award Document, the Option Price shall be payable to the Company in full either: (a) in cash or its equivalent, (b) by tendering previously acquired Shares having an aggregate value at the time of exercise equal to the total Option Price, (c) through a reduction in the number of Shares received through the exercise of the Option, or (d) by a combination of (a), (b) and (c). Subject to any governing rules or regulations, as soon as practicable after receipt of notification of exercise and full payment, the Company shall transfer Shares in an appropriate amount based upon the number of Shares purchased under the Option(s). |
Article 7. Stock Appreciation Rights (SARs)
7.1 |
Grant of SARs. SARs may be granted to Participants in such number, upon such terms and at such times as determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SAR. The grant price of a Freestanding SAR shall be at least equal to the Fair Market Value of a Share on the date of grant of the SAR. The grant price of a Tandem SAR shall equal the Option Price of the related Option. |
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7.2 |
Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. Upon exercise of a Tandem SAR as to all or some of the Shares subject to such Award, the related Option shall be automatically canceled to the extent of the number of Shares subject to the exercise. Conversely, if the related Option is exercised as to some or all of the Shares subject to such Award, the Tandem SAR shall automatically be canceled to the extent of the number of Shares subject to the exercise of the related Option. |
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Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR will expire no later than the expiration of the underlying ISO; (b) the value of the payout with respect to the Tandem SAR shall not exceed one hundred percent (100%) of the difference between the Option Price of the underlying ISO and the Fair Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (c) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO. |
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7.3 |
Exercise of Freestanding SARs. Subject to Section 7.1, Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, may impose upon them. |
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7.4 |
Duration of SARs. The term of a SAR shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed ten (10) years. |
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7.5 |
Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: |
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(a) |
the difference between the Fair Market Value of a Share on the date of exercise over the grant price, by |
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(b) |
the number of Shares with respect to which the SAR is exercised. |
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At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Document pertaining to the grant of the SAR. |
Article 8. Restricted Stock and Restricted
Stock Units (RSUs)
8.1 |
Grant of Restricted Stock or RSUs. Restricted Stock or RSUs may be granted to Participants in such amounts, upon such terms and at such times as determined by the Committee. |
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8.2 |
Value of RSU. Each RSU shall have a value at the time of payment equal to the Fair Market Value of one Share as of such date. |
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8.3 |
Other Restrictions. The Committee shall impose such other conditions and/or restrictions on Restricted Stock or RSUs as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals and time-based restrictions on vesting following the attainment of the performance goals. Restricted Stock or RSUs shall be forfeited to the extent that a Participant fails to satisfy the applicable conditions or restrictions during the Period of Restriction. The Company may retain possession of Shares of Restricted Stock until such time as all conditions and/or restrictions applicable to such Shares have been satisfied. |
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8.4 |
Voting Rights. Participants holding Restricted Stock shall have the right to exercise full voting rights with respect to Restricted Stock during the Period of Restriction, unless otherwise provided in the Award Document. |
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8.5 |
Dividends or Dividend Equivalents. During the Period of Restriction, (a) Participants holding Restricted Stock granted hereunder shall be credited with regular cash dividends paid with respect to the underlying Shares while they are so held, and stock dividends or other non-cash distributions shall be subject to the same restrictions as the Restricted Stock, and (b) unless otherwise provided by the Committee, Participants awarded RSUs may receive dividend equivalents, but will not be entitled to any dividends declared with respect |
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to Shares; provided that any such dividends or dividend equivalents credited with respect to such Restricted Stock or RSUs shall be subject to the same vesting conditions as the underlying Restricted Stock or RSUs. In no event shall dividends or dividend equivalents be paid or distributed until the vesting restrictions of the underlying Restricted Stock or RSUs, as applicable, lapse. The Committee may apply any additional restrictions to dividends and dividend equivalents that the Committee deems appropriate. |
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8.6 |
Lapse of Restrictions, Payment of RSUs. Except as otherwise provided in the Award Document, Shares subject to a Restricted Stock Award shall become freely transferable by the Participant as soon as practicable after the end of the applicable Period of Restriction. Except as otherwise provided in the Award Document, RSUs shall be paid in a single lump sum as soon as practicable following the end of the applicable Period of Restriction in the form of cash or in Shares (or in a combination thereof) as determined by the Committee and set forth in the Award Document. |
Article 9. Restricted Performance Shares and Restricted Performance
Units (RPUs)
9.1 |
Grant of Restricted Performance Shares or RPUs. Restricted Performance Shares and RPUs may be granted to Participants in such amounts, upon such terms and at such time as determined by the Committee. |
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9.2 |
Value of Restricted Performance Shares and RPUs. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the number and/or value of Restricted Performance Shares or RPUs that will be paid out to the Participant; provided, however, that the value of a Restricted Performance Share or an RPU at the time of payment shall not exceed the value of a Share on the date as of which the Restricted Performance Share or RPU is paid. Restricted Performance Shares or RPUs may be granted following the satisfaction of certain performance goals and may be subject to such other restrictions, for example, service restrictions, as the Committee shall determine. |
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9.3 |
Earning of Restricted Performance Shares and RPUs. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Restricted Performance Shares or RPUs shall be entitled to receive a payment based on the number and value of Restricted Performance Shares or RPUs earned by the Participant over the Performance Period to be determined as a function of the extent to which the corresponding performance goals or other conditions applicable to such Award have been achieved. Restricted Performance Shares or RPUs shall be forfeited to the extent that a Participant fails to satisfy the applicable performance goals or other conditions during the Performance Period. |
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9.4 |
Form and Timing of Payment. Except as otherwise provided in the Award Document, payment of earned Restricted Performance Shares or RPUs shall be made in a single lump sum following the close of the applicable Performance Period in the form of cash or in Shares (or in a combination thereof) as determined by the Committee and set forth in the Award Document which have an aggregate Fair Market Value equal to the value of the earned Restricted Performance Shares or RPUs at the close of the applicable Performance Period. Such Shares may be granted subject to any restrictions deemed appropriate by the Committee. |
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9.5 |
Dividends or Dividend Equivalents. At the discretion of the Committee and as provided in the Award Document, Participants may receive dividends or dividend equivalents declared with respect to Shares payable with respect to Restricted Performance Shares or RPUs not yet distributed to Participants; provided, that any such dividends or dividend equivalents credited with respect to Restricted Performance Shares or RPUs shall be subject to the same vesting conditions as the underlying Restricted Performance Shares or RPUs. In no event shall dividends or dividend equivalents be paid or distributed until the vesting restrictions of the underlying Restricted Performance Shares or RPUs, as applicable, lapse. |
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9.6 |
Voting Rights. Participants may, at the discretion of the Committee and as provided in the Award Document, be entitled to exercise their voting rights with respect to Restricted Performance Shares. |
Article 10. Share and Cash Awards
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Shares (other than Restricted Stock described in Article 8 and Restricted Performance Shares described in Article 9) may be granted and cash may be paid to or for the benefit of Participants in such amounts, upon such terms and at such times as determined by the Committee. |
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Article 11. Provisions Applicable to All
Awards
11.1 |
Award Document. Each Award shall be evidenced by an Award Document that shall specify the terms of the Award, including without limitation, the type of the Award, the Option Price or grant price, if any, the number of Shares subject to the Award, the duration of the Award and such other provisions as the Committee shall determine. |
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11.2 |
Treatment of Dividends and Dividend Equivalents on Unvested Awards. In no event shall dividends or dividend equivalents be paid with respect to Options or Stock Appreciation Rights. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity Award is outstanding, such dividends (or dividend equivalents) shall either (a) not be paid or credited with respect to such Award or (b) be accumulated but remain |
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subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied. |
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11.3 |
Termination of Employment/Directorship/Other Relationship. Each Award Document shall set forth the extent to which the Participant shall have any rights with respect to such Award following termination of the Participant’s employment or directorship or other relationship with the Company and its Subsidiaries and Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Document, need not be uniform among all Awards, and may reflect distinctions based on the reasons for termination. |
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11.4 |
Nontransferability of Awards. Except as otherwise provided in the applicable Award Document, no Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and all Options and SARs shall be exercisable, during the Participant’s lifetime, only by the Participant; provided, however, that in the event the Participant is incapacitated and unable to exercise his or her Option or SAR, such Option or SAR may be exercised by such Participant’s legal guardian or legal representative. The determination of incapacity of a Participant and the determination of the appropriate representative of the Participant who shall be able to exercise the Option or SAR if the Participant is incapacitated shall be determined in accordance with the Company’s short-term or long-term disability policies as in effect from time to time. For the avoidance of doubt, any permitted transfer shall be without consideration. |
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11.5 |
Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to an Award as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. For the avoidance of doubt, any permitted transfer shall be without consideration. |
Article 12. Performance-Based Awards
12.1 |
Performance Goals. The Committee is authorized to grant any Award under this Plan with performance-based vesting criteria, on such terms and conditions as may be selected by the Committee. The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee, including but not limited to the performance measures set forth in Section 12.2 hereof. Performance goals may be based on one or more of the performance measures set forth in Section 12.2 that apply to the Participant, a business unit, a Subsidiary or the Company as a whole. |
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12.2 |
Performance Measures. One or more of the following performance measure(s) may be used to establish performance goals for performance-based Awards: |
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(a) |
Earnings
per share; |
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(b) |
Net income (before
or after taxes); |
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(c) |
Free Cash Flow |
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(d) |
Return measures, including,
but not limited to: |
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(1) |
Return on assets; |
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(2) |
Return on equity; |
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(3) |
Return on operating capital; |
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(4) |
Return on invested capital; and |
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(5) |
Return on sales; |
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(e) |
Cash flow return on investments; |
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(f) |
Earnings before or after taxes, interest and depreciation; |
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(g) |
Gross revenues; |
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(h) |
Share price; |
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(i) |
Shareowner return; |
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(j) |
Pretax profit; |
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(k) |
Economic Value Added; |
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(l) |
Volume growth; |
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(m) |
Package flow technology; |
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(n) |
Successfully integrating acquisitions; |
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(o) |
Reducing non-operations expenses; |
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(p) |
Other operating efficiency measures or ratios; |
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(q) |
Operating income; |
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(r) |
Return on capital; |
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(s) |
Return on capital employed; |
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(t) |
Pre-tax income margin; and/or |
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(u) |
Any other objective or subjective metric established by the Committee with respect to an Award. |
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Any one or more of the performance measures may be used on an individual or aggregate basis, and on an absolute or relative basis to measure the performance of the Participant, the Company, one or more Affiliates or any divisional or operational unit(s) of the Company or one or more Affiliates |
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or any combination thereof, as the Committee may deem appropriate, or any of the performance measures may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. |
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In determining attainment of performance goals, the Committee may exclude the effect of one or more events, including without limitation, unusual or infrequently occurring items, charges for restructurings (employee severance liabilities, asset impairment costs, and exit costs), acquisitions and divestitures, discontinued operations, extraordinary items, foreign currency gains and losses and the cumulative effect of tax and accounting changes. |
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The Committee must certify in writing prior to payment of, or such other event that results in the inclusion of income (for example, the vesting of Restricted Stock) from, a performance-based Award that the performance goals and any other material terms of the Award were in fact satisfied. Approved written minutes of the Committee meeting in which the certification is made shall be treated as a written certification. |
Article 13. Rights of Employees/Directors/Key Persons
13.1 |
Employment and Performance of Services. Nothing in the Plan shall interfere with or limit in any way the right of the Company, a Subsidiary or an Affiliate to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company, a Subsidiary or an Affiliate. Nothing in this Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s services at any time, nor confer upon any Participant any right to continue performing services for the Company, a Subsidiary or an Affiliate. |
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13.2 |
Participation. No Employee, Director or Key Person shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award. |
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Article 14. Change in Control
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Notwithstanding anything to the contrary in the Plan, in connection with a Change in Control: |
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14.1 |
Treatment of Time-Based Awards in connection with a Change in Control: With respect to Awards that are to become exercisable, nonforfeitable and transferable or earned and payable based solely on the passage of time, the Committee shall accelerate exercisability, nonforfeitability and transferability of such “time-based” Awards to the effective date of the Change in Control only if such Awards are not assumed or converted in connection with the Change |
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A-9 |
Table of Contents
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in Control. “Double trigger” treatment (i.e., a qualifying termination following a Change in Control) as determined by the Committee or as set forth in an Award Agreement will apply to time-based Awards in all other circumstances. |
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14.2 |
Treatment of Performance-Based Awards: With respect to Awards that are to become exercisable, nonforfeitable and transferable or earned and payable based on the achievement of one or more objectively determinable performance conditions, the Committee shall only accelerate exercisability, nonforfeitability and transferability of such “performance-based” Awards to the effective date of the Change in Control (a) to the extent of actual achievement of the applicable performance conditions or (b) on a prorated basis for time elapsed in ongoing performance period(s) based on target or actual level achievement. “Double trigger” treatment as determined by the Committee will apply to performance-based Awards in all other circumstances, subject to (a) to the extent of actual achievement of the applicable performance conditions or (b) on a prorated basis for time elapsed in ongoing performance period(s) based on target or actual level achievement. |
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Article 15. Amendment, Modification and
Termination
15.1 |
Amendment, Modification and Termination. Subject to the terms of the Plan, the Committee may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that without the prior approval of the Company’s shareowners, no material amendment shall be made if shareowner approval is required by law, regulation or applicable listing requirement of any stock exchange upon which the Company’s Class B common stock is then listed; provided, further, however, that notwithstanding any other provision of the Plan or any Award Document, no such alteration, amendment, suspension or termination shall be made without the approval of the shareowners of the Company if the alteration, amendment, suspension or termination would: |
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(a) |
increase the number of Shares available for Awards under the Plan, except as provided in Article 4 hereof; or |
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(b) |
except as provided in Section 4.5 or in connection with a Change in Control, permit Options, SARs or other stock-based Awards encompassing rights to purchase Shares to be repriced, replaced, or regranted through cancellation in exchange for cash or another Award, or by lowering the Option Price of a previously granted Option or the grant price of a previously granted SAR, or the purchase price of any other stock-based Award. |
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15.2 |
Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to Article 14 and this Article 15, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.5) |
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affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. |
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15.3 |
Awards Previously Granted. Except for the Committee’s right to terminate, amend, or modify Article 14 and Section 2.11 at any time and from time to time prior to the date of a Change in Control, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the prior written consent of the Participant to whom the Award was made or the Participant’s proper assignee. The Committee may amend any Award previously granted without the prior written consent of the Participant if such amendment does not adversely affect the Award in any material way and may amend any Award previously granted with the written consent of the Participant. |
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15.4 |
Section 409A Compliance. Notwithstanding any other provision of this Article 15, no adjustment described in Section 15.2 (unless the Committee determines otherwise at the time such adjustment is considered) and no termination, amendment, or modification of the Plan shall (a) impermissibly accelerate or postpone payment of an Award subject to Code §409A and the 409A Guidance, (b) cause an Option or SAR to provide for a deferral of compensation subject to Code §409A and the 409A Guidance, or (c) apply to any Award that otherwise is intended to satisfy the requirements of Code §409A and the 409A Guidance to the extent such action would cause compensation deferred under the applicable Award (and applicable earnings) to be included in income under Code §409A. |
Article 16. Withholding
16.1 |
Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company as a condition precedent for the fulfillment of any Award, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan. |
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16.2 |
Share Withholding. Whenever Shares are to be issued or cash paid to a Participant upon the grant, exercise or vesting of an Award, the Company shall have the right to require the Participant to remit to the Company, as a condition to the grant, exercise or vesting of the Award, an amount sufficient to satisfy federal, state and local withholding tax requirements at the time of such grant, exercise or vesting. Unless otherwise determined by the Committee at the time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a fair market value on the date of withholding equal to the amount |
A-10 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
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required to be withheld in accordance with applicable tax requirements (up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles to qualify for equity classification), in accordance with such procedures as the Committee establishes. |
Article 17. Indemnification
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Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company (to the extent permissible under applicable law) against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any bona fide claim, action, suit, or proceeding against such person or against the Company and in which he or she may be involved by reason of any action taken or failure to act by him or her under the Plan in his or her capacity as a member of the Committee or of the Board and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. |
Article 18. Successors
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All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company. |
Article 19. Miscellaneous
19.1 |
Number and Fractions. Except where otherwise indicated by the context, the plural shall include the singular and the singular shall include the plural. The Company will not be required to issue any fractional Shares pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash. |
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19.2 |
Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. |
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19.3 |
Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national |
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securities
exchanges as may be required. |
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19.4 |
Securities Law Compliance. With respect to Insiders, transactions under this Plan are intended to comply with all applicable conditions or Rule 16b-3(b)(3) of the Exchange Act or its successors. To the extent any provision of the plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. |
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19.5 |
Governing Law. To the extent not preempted by federal law, the Plan, and all agreements, instruments or other documents hereunder, shall be construed in accordance with and governed by the internal laws of the state of Delaware. |
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19.6 |
Plan Document Controls. In the event of any conflict between the provisions of an Award Document and the Plan, the Plan shall control, and the conflicting provisions of the Award Document shall be null and void ab initio. |
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19.7 |
Unfunded Arrangement. The Plan shall not be funded, and except for reserving a sufficient number of authorized Shares to the extent required by law to meet the requirements of the Plan, the Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any grant under the Plan. |
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19.8 |
Custody of Awards Paid in Shares. Shares issued under the Plan shall be held by a custodian chosen by the Committee. Each recipient of Shares may elect to have the custodian continue to hold the Shares as custodian without cost or may elect to have the Shares delivered to him or her. The custodian shall register Shares held by it for a recipient in the custodian’s name and shall sell or otherwise dispose of the Shares only pursuant to the instructions of the recipient. Dividends and other distributions on Shares held by the custodian shall be promptly remitted by the custodian to recipients owning such Shares. Recipients owning Shares held by the custodian shall receive periodic statements of the number of Shares held for their account and of dividends paid on such Shares. Notice of any regular or special meeting of Company shareowners shall be forwarded to recipients owning Shares held in custody by the custodian, which shall furnish such recipients a proxy permitting the recipient to vote the number of Shares held for him or her by the custodian. |
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19.9 |
Awards Granted in Substitution. Notwithstanding any contrary provision, in the event the Company engages in a recapitalization, reorganization, merger, consolidation, combination, exchange of shares, spin-off, acquisition or other business transaction with an Acquired Organization, the Committee in its absolute discretion may (a) grant Awards under the Plan in substitution and cancellation of options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units or other awards awarded to an individual by such Acquired |
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A-11 |
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Organization or (b) assume the options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, or other awards made to an individual by such Acquired Organization as if the Company had granted such awards under the Plan. Awards made under this Section 19.9 in substitution for awards canceled as a result of such business transaction may have an Option Price or grant price less than one hundred percent (100%) of the Fair Market Value of a Share on the date such award is granted and such other terms and conditions as consistent with such canceled awards; provided that no Option or SAR may be granted under this Section 19.9 if such Option or SAR provides for a deferral of compensation subject to Code §409A and the 409A Guidance. |
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19.10 |
Repayment of Awards as a Result of Certain Improper Conduct. If an Award has been paid to an Executive Participant or to his or her spouse or beneficiary, and the Committee later determines that financial results used to determine the amount of that Award are materially restated and that the Executive Participant engaged in fraud or intentional misconduct, the Company will seek repayment or recovery of the Award, as appropriate, notwithstanding any contrary provision of the Plan. In |
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addition, the Committee may provide that any Participant and/or any Award, including any Shares subject to or issued under an Award, is subject to any other recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time. |
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19.11 |
Section 409A Compliance. It is intended that the Awards are either exempt from the requirements of Code §409A and the 409A Guidance or will satisfy the requirements of Code §409A and the 409A Guidance (in form and operation) so that compensation deferred under an applicable Award (and applicable earnings) shall not be included in income under Code §409A, and the Plan will be construed to that effect. If an Award is subject to Code §409A and the 409A Guidance, the Award Document will incorporate and satisfy the written documentation requirement of Code §409A and the 409A Guidance either directly or by reference to other documents. Notwithstanding the foregoing, the Company shall have no obligation to indemnify any Participant for any taxes under Code §409A. |
A-12 | | Notice of Annual Meeting of Shareowners and 2021 Proxy Statement |
Table of Contents
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ANNUAL MEETING OF SHAREOWNERS
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Thursday, May 13, 2021, 8:00 a.m. Eastern Time |
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www.virtualshareholdermeeting.com/UPS2021 |
Table of Contents
UNITED PARCEL SERVICE, INC.
INVESTOR RELATIONS B1F7
55 GLENLAKE PARKWAY, N.E.
ATLANTA, GA 30328
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SCAN
TO VIEW MATERIALS & VOTE |
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VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information.
Vote by 11:59 P.M. Eastern Time on May 12, 2021. Shares held in the UPS Stock Fund in the
UPS 401(k) Savings Plan must be voted by 11:59 P.M. Eastern Time on May 10, 2021. Have
your proxy card in hand when you access the website and follow the instructions to obtain
your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/UPS2021
You may attend the meeting via the Internet and vote during the meeting. Have the information
that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M.
Eastern Time on May 12, 2021. Shares held in the UPS Stock Fund in the UPS 401(k) Savings
Plan must be voted by 11:59 P.M. Eastern Time on May 10, 2021. Have your proxy card in
hand when you call and follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have
provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717.
If you vote by Internet or phone, you do not need to
return this card.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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D38134-P50296-Z79208 |
KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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UNITED PARCEL SERVICE, INC. |
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The board of directors recommends you vote FOR all
13 director nominees. |
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1. |
To elect 13 directors nominated by the board of directors to serve
until the 2022 annual meeting of shareowners or their earlier
resignation, removal or retirement. |
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Nominees: |
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For |
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Against |
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Abstain |
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1a) |
Carol B. Tomé |
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o |
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o |
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o |
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1b) |
Rodney C. Adkins |
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o |
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o |
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o |
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1c) |
Eva C. Boratto |
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o |
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o |
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o |
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1d) |
Michael J. Burns |
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1e) |
Wayne M. Hewett |
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o |
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o |
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1f) |
Angela Hwang |
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1g) |
Kate E. Johnson |
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1h) |
William R. Johnson |
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1i) |
Ann M. Livermore |
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1j) |
Franck J. Moison |
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1k) |
Christiana Smith Shi |
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1l) |
Russell Stokes |
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o |
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1m) |
Kevin Warsh |
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o |
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o |
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The
board of directors recommends you vote FOR the following proposals: |
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For |
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Against |
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Abstain |
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2. |
To approve on an advisory basis a resolution on UPS executive
compensation. |
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o |
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o |
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3. |
To approve the 2021 UPS Omnibus Incentive Compensation Plan. |
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o |
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o |
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4. |
To ratify the appointment of Deloitte & Touche LLP as UPS’s
independent registered public accounting firm for the year ending
December 31, 2021. |
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o |
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o |
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o |
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The board of directors recommends you vote AGAINST
the following proposals: |
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5. |
To prepare an annual report on UPS’s lobbying activities. |
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o |
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o |
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o |
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6. |
To reduce the voting power of UPS class A stock from 10 votes per
share to one vote per share. |
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o |
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o |
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o |
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7. |
To prepare a report on reducing UPS’s total contribution to climate
change. |
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o |
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o |
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o |
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8. |
To transition UPS to a public benefit corporation. |
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o |
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o |
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o |
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9. |
To prepare a report assessing UPS’s diversity and inclusion efforts. |
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o |
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o |
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o |
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In their discretion upon such other matters as may properly come before
the meeting or any adjournments or postponements thereof. |
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary,
please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized
officer. |
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
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Signature (Joint Owners) |
Date |
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Table of Contents
Annual Meeting
of Shareowners
Thursday, May 13, 2021, 8:00 a.m. Eastern Time
The meeting will be held online at:
www.virtualshareholdermeeting.com/UPS2021
You or your proxyholder can participate, vote and examine a list of shareowners at the
Virtual Annual Meeting by entering your unique control number.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
UNITED PARCEL SERVICE, INC.
This proxy is solicited by the Board of Directors
for the Annual Meeting of Shareowners to be held on May 13, 2021
I hereby appoint CAROL B. TOMÉ and NORMAN
M. BROTHERS, JR., or either of them, with power of substitution, as attorneys and proxies to vote all of the shares of stock outstanding
in my name as of March 22, 2021, at the Annual Meeting of Shareowners of United Parcel Service, Inc. to be held online at www.virtualshareholdermeeting.com/UPS2021
on May 13, 2021, and at any or all adjournments or postponements thereof, as stated on the reverse side and with discretionary
authority on all other matters that properly come before the meeting. If this proxy is signed and returned but no direction
is made, this proxy will be voted as the Board of Directors recommends and in the discretion of the proxies on all other matters
that may properly come before the meeting.
If my shares are held in the UPS Stock
Fund in the UPS 401(k) Savings Plan, I direct the Trustee to vote the stock in the manner stated on the reverse side. If this
proxy is signed and returned but no direction is made, the Trustee will vote the shares as the Board of Directors recommends and
in the discretion of the Trustee on all other matters that may properly come before the meeting. If this card is not returned
by 11:59 P.M. Eastern Time on May 10, 2021 or is returned unsigned, then the Trustee will vote the shares in the same proportion
as the shares for which voting instructions are received from other participants. The results of the voting will be held in strict
confidence by the Trustee.
(Continued and
to be signed on THE reverse side)