UNITED PARCEL SERVICE INC

For the period ended May 2, 2024. Filed Mar 18, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 2, 2024 · Filed Mar 18, 2024

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Contents

Cover page

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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. )

☑	Filed by the Registrant	☐	Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

United Parcel Service, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

Board Chair Letter	4
Notice of Annual Meeting	5
Proxy Statement Summary	7
Corporate Governance	10
Selecting Director Nominees	10
Board Leadership Structure	11
Executive Sessions of Independent Directors	11
Board and Committee Evaluations	12
Board Refreshment and Succession	13
Board Oversight of Strategic Planning	13
Management Development and Succession Planning	13
Risk Oversight	14
Stakeholder Engagement	15
Political Engagement	16
Sustainability	17
Human Capital Management	17
Majority Voting and Director Resignation Policy	19
Board Meetings and Attendance	19
Code of Business Conduct	19
Conflicts of Interest and Related Person Transactions	19
Transactions in Company Stock	20
Corporate Governance Guidelines and Committee Charters	20
Communicating with the Board of Directors	20
Our Board of Directors	21
Proposal 1 — Director Elections	21
Director Nominee Skills, Experience and Diversity	22
Director Nominee Biographical Information	23
Director Independence	29
Committees of the Board of Directors	30
Director Compensation	31
Executive Compensation	32
Compensation Committee Report	32
Compensation Discussion and Analysis	33
2023 Summary Compensation Table	45
2023 Grants of Plan-Based Awards	47
2023 Outstanding Equity Awards at Fiscal Year-End	48
2023 Option Exercises and Stock Vested	49
2023 Pension Benefits	49
2023 Non-Qualified Deferred Compensation	51
Potential Payments on Termination or Change in Control	53
Equity Compensation Plans	56
Median Employee to CEO Pay Ratio	57
Pay Versus Performance	58
Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation	62

Ownership of Our Securities	63
Securities Ownership of Certain Beneficial Owners and Management	63
Delinquent Section 16(a) Reports	64
Audit Committee Matters	65
Proposal 3 — Ratification of Auditors	65
Audit Committee Report	65
Principal Accounting Firm Fees	67
Shareowner Proposals	68
Proposal 4 — Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share	68
Proposal 5 — Report on the Risks Arising From Voluntary Carbon-Reduction Commitments	71
Important Information About Voting at the 2024 Annual Meeting	77
Other Information for Shareowners	81
Solicitation of Proxies	81
Eliminating Duplicative Proxy Materials	81
Submission of Shareowner Proposals and Director Nominations	81
Other Business	82

ContentsView on SEC.gov

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