United Parcel Service Inc

1. 1

   Elect the 12 director nominees

   ManagementBoard: FOR

   Annual election of twelve director nominees to serve until the 2027 Annual Meeting.

2. 2

   Advisory vote to approve named executive officer compensation

   ManagementBoard: FOR

   Non-binding, annual 'say-on-pay' advisory vote on the compensation of the Named Executive Officers as disclosed in the proxy statement.

   More detail

   This proposal requests an advisory, non-binding vote approving the Company’s Named Executive Officer (NEO) compensation as disclosed in the proxy materials. Management and the Compensation and Human Capital Committee argue that a substantial portion of NEO pay is performance-based and ‘‘at risk,’’ with a mix of short‑ and long‑term incentives (MIP, LTIP, stock options) intended to align executives with shareowner interests and retention needs. The proposal is routine in the proxy season and is held annually under Dodd‑Frank/Exchange Act rules; management seeks endorsement as validation of its compensation philosophy and to maintain investor engagement. Contextually, UPS describes recent compensation choices—e.g., performance metric selection, special one‑time RSU awards for senior leaders during strategic transition, clawback policy, stock ownership guidelines—and references prior strong support (over 84% in 2025). The board’s recommendation to vote FOR emphasizes pay‑for‑performance and that the Committee considered investor feedback and peer benchmarking in program design. Key governance safeguards include Committee oversight by independent directors, use of an independent compensation consultant, a clawback policy, and caps on bonuses. Downsides for investors that oppose management include the non‑binding nature of the vote and potential disagreements about metric design, magnitude of one‑time awards, or perceived misalignment if company performance and pay outcomes diverge. Overall, the board frames this vote as an annual accountability mechanism and seeks affirmation to continue its current compensation approach while engaging with investors on future refinements.

3. 3

   Approve the 2026 Omnibus Incentive Compensation Plan

   ManagementBoard: FOR

   Approval of the United Parcel Service, Inc. 2026 Omnibus Incentive Compensation Plan to replace the 2021 Plan and provide share authorization for future equity awards to employees, directors and consultants.

   More detail

   This proposal asks shareowners to approve the 2026 Omnibus Incentive Compensation Plan (the “2026 Plan”), which would succeed the 2021 Plan and provide a share reserve to permit future grants of options, SARs, RSUs, RPUs and other awards to employees, directors and certain service providers. Management asserts approval is required by NYSE rules and is necessary to maintain competitive equity‑based compensation programs that support retention, attraction and alignment of long‑term incentives with shareowner value. The plan’s key corporate governance protections highlighted in the proxy include administration by an independent committee of the board, no dividends or dividend equivalents on unearned awards, ‘‘double‑trigger’’ change‑in‑control treatment for time‑ and performance‑based awards (with limited exceptions), clawback/recoupment provisions, prohibitions on liberal repricing or reloads without shareholder approval, and a $750,000 per‑director annual cap on non‑employee director compensation. UPS provides quantitative context (a 25,000,000 share reserve subject to adjustments, historical burn‑rate and dilution metrics, and potential fully diluted overhang estimates) and explains share counting rules and limits. The board frames the plan as essential for future grant capacity—without approval UPS could face insufficient share authorization and might have to substitute cash, which could increase expense and reduce alignment with long‑term shareowner interests. The Committee retains discretion over grant practices and plan administration and the plan includes customary adjustment mechanics for corporate events. Investors will weigh the incremental dilution versus the company’s need to incentivize employees during strategic transitions; board recommends FOR based on the balance of alignment, governance protections, and historical conservative share usage.

4. 4

   Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.

5. 5

   Shareowner Proposal to Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share

   Shareholder — John CheveddenBoard: AGAINST

   Shareowner proposal requesting that the Board take steps to convert or sunset Class A shares so that every outstanding share carries equal one‑vote per share voting power.

6. 6

   Shareowner Proposal Requesting an Independent Third-Party Evaluation of the Impacts of UPS Operations Affecting BIPOC and Low-Income Communities

   Shareholder — Myra K. YoungBoard: AGAINST

   Shareowner proposal requesting UPS engage an independent third‑party to evaluate and disclose impacts of its operations on BIPOC and low‑income communities.

7. 7

   Shareowner Proposal Requesting a Report Describing If and How the Company Plans to Align its Operations and Investments with its Carbon Neutrality Goal

   Shareholder — As You Sow on behalf of Kelly Schoonmaker Inherited IRA and Mercy Investment Services, Inc.Board: AGAINST

   Shareowner request for a report describing whether and how UPS plans to align its operations and investments with its goal to become carbon neutral by 2050.

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When is the United Parcel Service Inc 2026 annual meeting?

United Parcel Service Inc (UPS) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the United Parcel Service Inc 2026 meeting?

The record date for the United Parcel Service Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for United Parcel Service Inc's 2026 meeting?

The board is presenting 12 director nominees at the United Parcel Service Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the United Parcel Service Inc 2026 meeting?

Shareholders will vote on 7 proposals at the United Parcel Service Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.