UNITED PARCEL SERVICE INC
For the period ended May 7, 2026. Filed Mar 19, 2026.
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May 7, 2026 · Filed Mar 19, 2026
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UPS$108.30-2.5%Stored close · as of Nov 6, 2026
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 |
| Board Chair Letter | 4 |
|---|---|
| Notice of Annual Meeting | 5 |
| Items of Business | 6 |
| Proxy Statement Summary | 7 |
| Corporate Governance | 11 |
| Selecting Director Nominees | 11 |
| Board Leadership Structure | 12 |
| Executive Sessions of Independent Directors | 12 |
| Board and Committee Evaluations | 13 |
| Board Refreshment and Succession | 14 |
| Board Oversight of Strategic Planning | 14 |
| Management Development and Succession Planning | 14 |
| Risk Oversight | 15 |
| Stakeholder Engagement | 16 |
| Political Engagement | 17 |
| Sustainability | 18 |
| Human Capital Management | 18 |
| Majority Voting and Director Resignation Policy | 19 |
| Board Meetings and Attendance | 20 |
| Code of Conduct and Ethics | 20 |
| Conflicts of Interest and Related Person Transactions | 20 |
| Transactions in Company Stock | 21 |
| Insider Trading Policy | 21 |
| Corporate Governance Guidelines and Committee Charters | 21 |
| Communicating with the Board of Directors | 21 |
| Our Board of Directors | 22 |
| Proposal 1 — Director Elections | 22 |
| Director Nominee Skills and Experience | 23 |
| Director Nominee Biographical Information | 24 |
| Director Independence | 36 |
| Committees of the Board of Directors | 37 |
| Director Compensation | 38 |
| Executive Compensation | 39 |
| Compensation Committee Report | 39 |
| Compensation Discussion and Analysis | 40 |
| 2025 Summary Compensation Table | 53 |
| 2025 Grants of Plan-Based Awards | 54 |
| 2025 Outstanding Equity Awards at Fiscal Year-End | 55 |
| 2025 Option Exercises and Stock Vested | 56 |
|---|---|
| 2025 Pension Benefits | 56 |
| 2025 Non-Qualified Deferred Compensation | 58 |
| Potential Payments on Termination or Change in Control | 59 |
| Equity Compensation Plans | 62 |
| Median Employee to CEO Pay Ratio | 63 |
| Pay Versus Performance | 64 |
| Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation | 68 |
| Proposal 3 — Approve 2026 Omnibus Incentive Compensation Plan | 69 |
| Ownership of Our Securities | 80 |
| Security Ownership of Certain Beneficial Owners and Management | 80 |
| Audit Committee Matters | 82 |
| Proposal 4 — Ratification of Auditors | 82 |
| Audit Committee Report | 82 |
| Principal Accounting Firm Fees | 84 |
| Shareowner Proposals | 85 |
| Proposal 5 — Shareowner Proposal to Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share | 85 |
| Proposal 6 — Shareowner Proposal Requesting an Independent Third-Party Evaluation of the Impacts of UPS Operations Affecting BIPOC and Low-Income Communities | 88 |
| Proposal 7 — Shareowner Proposal Requesting a Report Describing If and How the Company Plans to Align its Operations and Investments with its Carbon Neutrality Goal | 91 |
| Important Information About Voting at the 2026 Annual Meeting | 94 |
| Other Information for Shareowners | 98 |
| Solicitation of Proxies | 98 |
| Eliminating Duplicative Proxy Materials | 98 |
| Submission of Shareowner Proposals and Director Nominations | 98 |
| Other Business | 99 |
| Annex A | 101 |
| United Parcel Service, Inc. 2026 Omnibus Incentive Compensation Plan | 101 |
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