ups-20260507
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2026
United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15451 | 58-2480149 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 55 Glenlake Parkway, | N.E., Atlanta, | Georgia | 30328 | |||||||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant’s telephone number, including area code (404) 828-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
| Class B common stock, par value $0.01 per share | UPS | New York Stock Exchange | ||||||||||||
| 1% Senior Notes due 2028 | UPS28 | New York Stock Exchange | ||||||||||||
| 1.500% Senior Notes due 2032 | UPS32 | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2026 Annual Meeting of Shareowners (the “Meeting”) of United Parcel Service, Inc. (the “Company”) held on May 7, 2026, the Company’s shareowners approved the United Parcel Service, Inc. 2026 Omnibus Incentive Compensation Plan (the “Plan”). The Plan is a stock and cash-based incentive plan and includes provisions by which the Company may grant selected employees, directors, consultants, agents or other persons who render valuable services to the Company or a subsidiary or affiliate of the Company, stock appreciation rights, restricted stock, restricted stock units, restricted performance shares, restricted performance units, shares or cash awards. The Plan is more fully described in the Company’s Definitive Proxy Statement for the Meeting. This description of the Plan is qualified in its entirety by reference to the Plan, which is incorporated herein by reference from Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, the following matters were submitted to a vote of the shareholders.
Election of Directors:
Votes regarding the election of twelve director nominees for a term expiring at the Company’s 2027 annual meeting of shareholders, or until their earlier resignation, removal or retirement, were as follows:
| NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||
| Rodney Adkins | 913,924,557 | 101,651,795 | 25,668,079 | 138,298,865 | ||||||||||||||||||||||
| Eva Boratto | 915,470,777 | 98,612,242 | 27,161,412 | 138,298,865 | ||||||||||||||||||||||
| Kevin Clark | 920,730,875 | 90,134,699 | 30,378,857 | 138,298,865 | ||||||||||||||||||||||
| Wayne Hewett | 921,002,012 | 93,082,797 | 27,159,622 | 138,298,865 | ||||||||||||||||||||||
| Angela Hwang | 920,299,940 | 93,864,068 | 27,080,423 | 138,298,865 | ||||||||||||||||||||||
| William Johnson | 772,320,239 | 241,975,935 | 26,948,257 | 138,298,865 | ||||||||||||||||||||||
| Franck Moison | 915,447,737 | 98,185,692 | 27,611,002 | 138,298,865 | ||||||||||||||||||||||
| John Morikis | 922,893,354 | 90,611,501 | 27,739,576 | 138,298,865 | ||||||||||||||||||||||
| Christiana Smith Shi | 905,468,346 | 108,005,210 | 27,770,875 | 138,298,865 | ||||||||||||||||||||||
| Russell Stokes | 920,844,432 | 92,524,993 | 27,875,006 | 138,298,865 | ||||||||||||||||||||||
| Carol B. Tomé | 867,039,453 | 146,069,149 | 28,135,829 | 138,298,865 | ||||||||||||||||||||||
| Kevin Warsh | 907,503,783 | 107,582,964 | 26,157,684 | 138,298,865 | ||||||||||||||||||||||
Under the Company’s Bylaws, each of the director nominees was elected.
Approval of Named Executive Officer Compensation:
Votes regarding the approval, on an advisory basis, of the compensation of the Company’s named executive officers were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 870,170,397 | 151,229,847 | 19,844,187 | 138,298,865 | |||||||||||||||||
The proposal passed.
Approval of the Company’s 2026 Omnibus Incentive Compensation Plan:
Votes regarding the approval of the 2026 Omnibus Incentive Compensation Plan were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 907,050,699 | 111,886,661 | 22,307,071 | 138,298,865 | |||||||||||||||||
The proposal passed.
Ratification of Independent Registered Public Accounting Firm:
Votes regarding the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 were as follows:
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 1,106,770,802 | 61,974,035 | 10,798,459 | ||||||||||||
The proposal passed.
Shareowner Proposals:
Votes on a shareowner proposal to take steps to reduce the voting power of UPS class A stock from 10 votes per share to one vote per share were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 418,305,353 | 614,820,130 | 8,118,948 | 138,298,865 | |||||||||||||||||
The proposal did not pass.
Votes on a shareowner proposal requesting the engagement of a third-party to audit and prepare an additional report on the impacts of UPS operations affecting black, indigenous and people of color and low-income communities were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 105,294,873 | 919,377,221 | 16,572,337 | 138,298,865 | |||||||||||||||||
The proposal did not pass.
Votes on a shareowner proposal requesting preparation of an additional report describing the alignment of UPS operations and investments with its carbon neutrality goals were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 126,172,442 | 899,920,207 | 15,151,782 | 138,298,865 | |||||||||||||||||
The proposal did not pass.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||||||||
| Number | Description | |||||||
| 10.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED PARCEL SERVICE, INC. | |||||||||||||||||||||||
| Date: | May 11, 2026 | By: | /s/ Norman M. Brothers, Jr. | ||||||||||||||||||||
| Name: Norman M. Brothers, Jr. | |||||||||||||||||||||||
| Title: Executive Vice President, Chief Legal and Compliance Officer | |||||||||||||||||||||||