Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnMay 4, 2023 , as part of its periodic review of corporate governance matters, the Board of Directors ofUnited Parcel Service, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately. The Bylaws were amended to: •Modify the provisions relating to the availability of lists of shareholders entitled to vote at stockholder meetings to reflect recent amendments to the Delaware General Corporation Law;
•Updated the disclosure, notification, and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended;
•Require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and
•Make other ministerial and clarifying changes.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Bylaws as amended. The Bylaws as amended, and a copy marked to show changes from the Bylaws prior thereto are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on
Election of Directors:
Votes regarding the election of 12 directors for a term expiring at the Company's 2024 annual meeting of shareholders, or until their earlier resignation, removal or retirement, were as follows:
NAME FOR AGAINST ABSTAIN BROKER NON-VOTES Carol B. Tomé 1,230,251,244 30,322,342 5,909,125 110,666,525 Rodney C. Adkins 1,172,077,861 81,696,922 12,707,928 110,666,525 Eva C. Boratto 1,224,471,752 32,148,478 9,862,481 110,666,525 Michael J. Burns 1,213,902,081 43,794,296 8,786,334 110,666,525 Wayne M. Hewett 1,226,154,302 31,334,478 8,993,931 110,666,525 Angela Hwang 1,223,317,413 33,792,535 9,372,763 110,666,525 Kate E. Johnson 1,115,300,920 142,334,052 8,847,739 110,666,525 William R. Johnson 1,093,998,107 162,779,158 9,705,446 110,666,525 Franck J. Moison 1,110,962,355 142,896,988 12,623,368 110,666,525 Christiana Smith Shi 1,214,119,930 41,881,977 10,480,804 110,666,525 Russell Stokes 1,111,985,366 145,407,727 9,089,618 110,666,525 Kevin M. Warsh 1,102,178,227 155,687,350 8,617,134 110,666,525
Under the Company's Bylaws, each of the director nominees was elected.
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Approval, on an Advisory Basis, of Named Executive Officer Compensation:
Votes regarding the approval, on an advisory basis, of the compensation of the Company's named executive officers were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 1,158,204,619 78,048,618 30,229,474 110,666,525 The proposal passed.
Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on Named Executive Officer Compensation:
Votes regarding the approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation were as follows:
ONE YEAR TWO YEARS THREE YEARS ABSTAIN
1,207,832,270 16,305,502 22,716,187 19,628,752
Shareowners approved, on an advisory basis, a frequency of "one year" for future advisory votes on named executive officer compensation. Future advisory votes on named executive officer compensation will be held every year.
Ratification of Accountants:
Votes regarding the ratification of the appointment ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the year endingDecember 31, 2023 were as follows: FOR AGAINST ABSTAIN
1,329,345,484 39,679,177 8,124,575
The proposal passed. Shareowner Proposals:
Votes on a shareowner proposal to reduce the voting power of
FOR AGAINST ABSTAIN BROKER NON-VOTES
415,252,029 844,068,862 7,161,820 110,666,525
The proposal did not pass.
Votes on a shareowner proposal requesting the Company adopt independently verified science-based greenhouse gas ("GHG") emission reduction targets were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 250,956,166 979,014,516 36,512,029 110,666,525 The proposal did not pass.
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Votes on a shareowner proposal requesting the Company prepare a report on integrating GHG emission reduction targets into executive compensation were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 224,447,026 1,024,685,662 17,350,023 110,666,525
The proposal did not pass.
Votes on a shareowner proposal requesting the Company prepare a report addressing the impact of its climate-change strategy on relevant stakeholders consistent with the "Just Transition" guidelines were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
298,441,658 944,154,671 23,886,382 110,666,525
The proposal did not pass.
Votes on a shareowner proposal requesting the Company prepare a report on risks or costs caused by state policies restricting reproductive rights were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 110,131,859 1,133,943,640 22,407,212 110,666,525
The proposal did not pass.
Votes on a shareowner proposal requesting the Company prepare a report on the impact of the Company's diversity, equity and inclusion policies on civil rights, non-discrimination and returns to merit, and the Company's business were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 70,313,644 1,177,389,993 18,779,074 110,666,525
The proposal did not pass.
Votes on a shareowner proposal requesting the Board prepare an annual report on the effectiveness of the Company's diversity, equity and inclusion efforts were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 310,232,700 932,852,147 23,397,864 110,666,525
The proposal did not pass.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 3.1United Parcel Service, Inc. Amended and Restated Bylaws. 3.2United Parcel Service, Inc. Amended and Restated Bylaws, marked to show amendments effective as of May 4, 2023. 104 The cover page from this Current Report on Form
8-K, formatted in Inline XBRL.
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