UPS (UPS) Proxy Filing summary

Executive summary

• Returned to year-over-year revenue and profit growth in Q3 2024 despite inflation and market challenges, distributing $5.9B to shareholders via dividends and buybacks.

• Strategic focus on productivity, growth, and premium logistics markets, with ongoing investments and targeted acquisitions/dispositions.

• Board refreshment continued, with six new independent directors since 2020 and a new director added in 2025.

• Board chair granted a one-year waiver from retirement age for continuity.

Voting matters and shareholder proposals

• Election of 12 directors, advisory vote on executive compensation, and ratification of Deloitte as auditor recommended FOR by the board.

• Two shareholder proposals: (1) reduce Class A stock voting power to one vote per share, (2) require a report on risks from voluntary carbon-reduction commitments; board recommends AGAINST both.

• Shareholder proposals address voting rights and ESG reporting; board argues current structures support long-term value and transparency.

Board of directors and corporate governance

• 92% of director nominees are independent, with an average tenure of 8.4 years.

• Board committees (Audit, Compensation and Human Capital, Nominating and Corporate Governance, Risk) are fully independent.

• Annual board and committee self-evaluations, with feedback leading to improvements in board functionality and strategic oversight.

• Board diversity in skills, experience, and backgrounds is emphasized in director selection.

• Majority voting and director resignation policy in place for uncontested elections.