UNITED PARCEL SERVICE INC

For the period ended May 8, 2025. Filed Mar 17, 2025.

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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 8, 2025 · Filed Mar 17, 2025

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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	18
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
Insider Trading Policy	20
Our Board of Directors	21
Proposal 1 — Director Elections	21
Director Nominee Skills and Experience	22
Director Nominee Biographical Information	23
Director Independence	35
Committees of the Board of Directors	36
Director Compensation	37
Executive Compensation	38
Compensation Committee Report	38
Compensation Discussion and Analysis	39
2024 Summary Compensation Table	52
2024 Grants of Plan-Based Awards	54
2024 Outstanding Equity Awards at Fiscal Year-End	55
2024 Option Exercises and Stock Vested	56
2024 Pension Benefits	57
2024 Non-Qualified Deferred Compensation	59
Potential Payments on Termination or Change in Control	60
Equity Compensation Plans	64

Median Employee to CEO Pay Ratio	65
Pay Versus Performance	66
Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation	70
Ownership of Our Securities	71
Security Ownership of Certain Beneficial Owners and Management	71
Audit Committee Matters	73
Proposal 3 — Ratification of Auditors	73
Audit Committee Report	73
Principal Accounting Firm Fees	75
Shareowner Proposals	76
Proposal 4 — Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share	76
Proposal 5 — Report on the Risks Arising from Voluntary Carbon-Reduction Commitments	79
Important Information About Voting at the 2025 Annual Meeting	82
Other Information for Shareowners	86
Solicitation of Proxies	86
Eliminating Duplicative Proxy Materials	86
Submission of Shareowner Proposals and Director Nominations	86
Other Business	87

ContentsView on SEC.gov

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