Independent
Tenure on this board
12.9 yrs
Also a director at
Ww Grainger Inc (GWW)Avnet Inc (AVT)
12 nominees · 7 ballot items.
Election of 12 directors; advisory vote to approve named executive officer compensation (say-on-pay); approval of the 2026 Omnibus Incentive Compensation Plan; ratification of Deloitte & Touche LLP as independent auditors; and three shareowner proposals on (1) reducing Class A voting power to one vote per share, (2) commissioning an independent audit of impacts on BIPOC and low‑income communities, and (3) a report describing alignment of operations and investments with the company’s carbon neutrality goal.
Annual election of twelve director nominees to serve until the 2027 Annual Meeting.
Non-binding, annual 'say-on-pay' advisory vote on the compensation of the Named Executive Officers as disclosed in the proxy statement.
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.
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.
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.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
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.
Shareowner proposal requesting UPS engage an independent third‑party to evaluate and disclose impacts of its operations on BIPOC and low‑income communities.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.66% | 48,152,554 | $4.7B |
| 2 | STATE STREET CORP | 3.84% | 32,598,590 | $3.2B |
| 3 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.60% | 22,112,857 | $2.2B |
| 4 | BlackRock, Inc. | 2.24% | 19,008,070 | $1.9B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.78% | 15,138,379 | $1.5B |
| 6 | BlackRock, Inc. | 1.77% | 15,016,670 | $1.5B |
| 7 | FMR LLC | 1.74% | 14,757,051 | $1.5B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.58% | 13,471,962 | $1.3B |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 1.30% | 11,040,973 | $1.1B |
| 10 | FMR LLC | 1.29% | 10,946,849 | $1.1B |
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