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United Parcel Service Inc UNITED PARCEL SERVICE INC FORM DEF 14A (Proxy Statement (definitive)) Filed 03/16/18 for the Period Ending 05/10/18 Address 55 GLENLAKE PARKWAY NE ATLANTA, GA, 30328 Telephone 4048286000 CIK 0001090727 Symbol UPS SIC Code 4210 - Trucking and Courier Services (No Air) Industry Air Freight & Logistics Sector Industrials Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use. 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 Rule 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 THE APPROPRIATE BOX): ☑ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ☐ Fee paid previously with preliminary materials: ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount previously paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: Notice of 2018 Annual Meeting of Shareowners and Proxy Statement Thursday, May 10, 2018 8:00 a.m. Eastern Time Hotel du Pont Wilmington, Delaware Scan this QR code with your smartphone or tablet for access to the Proxy Materials and Annual Report. Table of Contents Letter to Our Shareowners 4 Ownership of Our Securities 59 Securities Ownership of Certain Beneficial Owners and Management 59 Notice of UPS 2018 Annual Meeting 5 Additional Ownership 60 Proxy Statement Summary 6 Section 16(a) Beneficial Ownership Reporting Compliance 61 Corporate Governance 10 Audit Committee Matters 62 Selecting Director Nominees 10 Proposal 3 — Ratification of Auditors 62 Board Diversity 11 Report of the Audit Committee 62 Board Refreshment and Succession Planning 11 Principal Accounting Firm Fees 64 Director Independence 11 Shareowner Proposals 65 Board Leadership 12 Proposal 4 — Shareowner Proposal to Prepare an Annual Report on Lobbying Executive Sessions of Independent Directors 13 Activities 65 Board and Committee Evaluations 13 Proposal 5 — Shareowner Proposal to Reduce the Voting Power of Class A Stock Majority Voting and Director Resignation Policy 14 from 10 Votes Per Share to One Vote Per Share 67 Risk Oversight 14 Proposal 6 — Integrate Sustainability Metrics into Executive Compensation 68 Strategic Planning 15 Management Succession Planning and Development 15 Important Information About Voting at the 2018 Annual Meeting 71 Meeting Attendance 16 Other Information for Shareowners 75 Code of Business Conduct 16 Conflicts of Interest and Related Person Transactions 16 Solicitation of Proxies 75 Transactions in Company Stock 16 Eliminating Duplicative Proxy Materials 75 Shareowner Engagement 17 Proxy Access, Shareowner Proposals and Nominations for Director at the 2019 Communicating with our Board of Directors 18 Annual Meeting 75 Political Contributions and Lobbying 18 2017 Annual Report on Form 10-K 76 Sustainability 19 Other Business 76 Corporate Governance Guidelines and Committee Charters 20 Annex A - United Parcel Service, Inc. 2018 Omnibus Incentive Compensation Your Board of Directors 21 Plan 77 Proposal 1 — Director Elections 21 Committees of the Board of Directors 28 Director Compensation 29 Executive Compensation 30 Compensation Committee Report 30 2017 Compensation Discussion and Analysis 30 Summary Compensation Table for 2017 41 2017 Grants of Plan-Based Awards 42 Outstanding Equity Awards at Fiscal Year-End 2017 43 Option Exercises and Stock Vested in 2017 44 2017 Pension Benefits 45 2017 Non-Qualified Deferred Compensation 46 Potential Payments on Termination or Change in Control 48 Equity Compensation Plans 50 Median Employee to CEO Pay Ratio 50 Proposal 2 — Approve the 2018 Omnibus Incentive Compensation Plan 51 www.upsannualmeeting.com 3 United Parcel Service, Inc. 55 Glenlake Parkway, N.E. Atlanta, GA 30328 March 16, 2018 Dear Shareowners: It is my pleasure to invite you to join us at UPS’s 2018 Annual Meeting of Shareowners. Since our last Annual “ The growth investments we Meeting, we had the occasion to celebrate UPS’s 110th anniversary. This celebration reminds us how we have succeeded for more than a century by adapting to the many social and technological changes that have are making today will ensure transformed the world. Disruptive technologies like the telephone, automobile, aircraft and computer we can continue to offer the prompted UPS to transform many times — from a bicycle messenger service to a retail delivery provider, a nationwide common carrier and an airline. We have continued to transform in the decades since, becoming most reliable service in the the leading global logistics company that you know today. industry. ” Today, we find ourselves in another of these major transformational periods. The pace of business is quickening and disruptive new technologies are threatening the traditional ways of doing business. Yes, these disruptive technologies create new risks. But they also offer tremendous opportunities for companies like UPS that can rise to these challenges. Already, the structural evolution of ecommerce is increasing demand for our services. We are confident that we have the right strategy to meet the challenges ahead. The UPS Board of Directors is highly engaged in our long-term strategy and oversight of our enterprise risks. They are challenging us to consider transformational change to our business model in connection with the opportunities associated with global ecommerce. The board’s Risk Committee helps monitor our most significant enterprise risks. The feedback and insights provided by our board are essential to our long-term success. To fulfill the opportunities created by ecommerce, we are executing a multi-year, growth investment initiative to add more technology, efficiency and capacity to our global network. Our objective is to create a highly efficient and reliable, interconnected structure we call the Smart Global Logistics Network. Incorporated into our strategy are considerations of all our stakeholders, including shareowners, employees, customers, and the communities in which we operate. We recognize that our long-term success depends on customers and communities growing along with us. The growth investments we are making today will ensure we can continue to offer the most reliable service in the industry. And we recognize that these investments must be made responsibly and sustainably. Whatever the future holds, UPS will be there — ready to provide customers with the reliability and value they have come to expect. Finally, I want to encourage all of our shareowners to vote. This is your opportunity to share your views with the Company. We look for meaningful ways to engage with our investors as we continually seek to grow our business, improve governance and increase 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. David P. Abney Chairman and Chief Executive Officer 4 Notice of Annual Meeting of Shareowners and 2018 Proxy Statement Notice of UPS 2018 Annual Meeting UNITED PARCEL SERVICE, INC. 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328 • Date and Time: May 10, 2018, at 8:00 a.m. Eastern Time • Place: Hotel du Pont, 11th and Market Streets, Wilmington, Delaware • Record Date: March 12, 2018 • Distribution Date: A Notice of Internet Availability of Proxy Materials or the Proxy Statement is first being sent to shareowners on or about March 16, 2018. • 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 by using the Internet, by telephone or by signing and returning your proxy card (if you received a paper copy of the proxy card by mail). Your voting options are described on the Notice of Internet Availability of Proxy Materials or proxy card. • Admission: To attend the meeting in person you will need proof of your share ownership (see page 73 for acceptable proof of ownership) as of the record date and a form of government-issued photo identification. Important Notice Regarding the Availability of Proxy
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