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 x | |||||
Filed by a Party other than the Registrant o | |||||
Check the appropriate box: | |||||
o | Preliminary Proxy Statement | ||||
o | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) | ||||
x | Definitive Proxy Statement | ||||
o | Definitive Additional Materials | ||||
o | Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 | ||||
UNITED PARCEL SERVICE, INC. (Name of Registrant as Specified In Its Charter) | |||||
Payment of Filing Fee (Check the appropriate box): | |||||
x | No fee required. | ||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | ||||
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o | 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. | ||||
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Notes:
Reg. (S) 240.14a-101.
Sec 1913 (3-99)
1. | To elect a board of directors to serve until the 2002 annual meeting of shareowners; |
2. | To ratify the appointment of Deloitte & Touche LLP, independent auditors, as our auditors for the year ending December 31, 2001; |
3. | To approve the Discounted Employee Stock Purchase Plan; and |
4. | To transact any other business as may properly come before the meeting. |
Joseph R. Moderow |
Secretary |
CLASS A SHAREOWNERS—FIRST UNION NATIONAL BANK DOES NOT HAVE AUTHORITY TO VOTE YOUR SHARES ON YOUR BEHALF. YOU MUST SIGN AND RETURN THE ENCLOSED PROXY CARD, VOTE BY TELEPHONE OR VOTE USING THE INTERNET AS SOON AS POSSIBLE TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. |
William H. Brown, III | Age 73 | Director since 1983 | |
Senior Counsel to the law firm of Schnader Harrison Segal & Lewis LLP in Philadelphia, Pennsylvania | |||
Bill received a bachelor’s degree from Temple University in 1952 and graduated from the University of Pennsylvania School of Law in 1955. From 1955 to 1968, Bill practiced in a small law firm from which four of seven partners became federal judges, and three others became state judges. In 1968, he became a Deputy District Attorney in Philadelphia. Bill was appointed to the U.S. Equal Employment Opportunity Commission (EEOC) by President Johnson in 1968 and was selected as its Chairman by President Nixon in 1969. While with the EEOC, he won nationwide attention for his work in negotiating a consent decree in the EEOC complaint against AT&T. Bill joined his current firm after leaving his EEOC post in 1973. Since then, his broad experience in litigation and other matters includes handling a number of legal matters on behalf of UPS. | |||
Calvin Darden | Age 51 | Director since 2001 | |
UPS Senior Vice President of U.S. Operations | |||
Cal joined UPS in 1971 as a part-time package handler. He received a bachelor of science degree in business management from Canisius College in 1972. Cal served as District Manager in the North Jersey, Metro New Jersey and Metro D.C. districts and was later promoted to Pacific Region Manager in 1993. He was named UPS’s first Corporate Strategic Quality Coordinator in 1995 and joined the Management Committee in 1997. He was appointed Senior Vice President and assumed responsibility for one-half of U.S. operations in 1998. He assumed responsibility for all of UPS’s U.S. operations in January 2001. Cal serves on the Board of Directors of the National Urban League, is a member of the 100 Black Men of North Metro Atlanta and is involved with the United Way. | |||
Michael L. Eskew | Age 51 | Director since 1998 | |
UPS Vice Chairman and Executive Vice President | |||
Mike joined UPS in 1972, after he received a bachelor of science degree in industrial engineering from Purdue University. He attended graduate school at Butler University and completed the Advanced Management Program at the Wharton School of the University of Pennsylvania. Mike was responsible for all industrial engineering activities in Germany when UPS began its international expansion into Germany. In 1982, he was named Industrial Engineering Manager of our Northwest Region. He was in charge of I.E. for the Air Group from 1984 to 1991. Mike was a District Manager in the Central Jersey District from 1991 to 1993, and was promoted to Corporate I.E. Manager in 1993. He was appointed Executive Vice President in 1999 and Vice Chairman in 2000. |
James P. Kelly | Age 57 | Director since 1991 | |
UPS Chairman of the Board and Chief Executive Officer | |||
Jim joined UPS in 1964 as a package car driver in the Metro Jersey District. He entered supervision two years later and was promoted to Center Manager in 1968. Subsequent assignments included Package Division Manager and Labor Relations Manager in the Metro Jersey District. By attending night school during that period, he earned a degree in management from Rutgers University. Jim was named Atlantic District Manager in 1979 and later served as Pacific Region Labor Relations Manager before being promoted to North Central Region Manager in 1985. In 1988, he was assigned as a Corporate Labor Relations Manager and became U.S. Operations Manager in 1990. In June 1992, Jim became Chief Operating Officer and in February 1994, he became Executive Vice President. From May through December 1996, Jim was Vice Chairman. In January 1997, he was elected the Chief Executive Officer and Chairman of the Board. Jim also is a director of Georgia-Pacific Corporation and BellSouth Corporation. | |||
Ann M. Livermore | Age 42 | Director since 1997 | |
Vice President of Hewlett-Packard Company | |||
Ann is Vice President of Hewlett-Packard Company and President of its Business Customer Organization. Ann joined HP in 1982, was named marketing services manager for the Application Support Division in 1985, and was promoted to marketing manager of that division in 1989. Ann became the marketing manager of the Professional Services Division in 1991 and was named sales and marketing manager of the former Worldwide Customer Support Organization. Ann was elected a Vice President of HP in 1995 and was promoted to general manager of Worldwide Customer Support Operations in 1996. In 1997, she took on responsibility for HP’s software businesses as general manager of the newly formed Software and Services Group. In 1998, she was named general manager of the new Enterprise Computing Solutions Organization. Born in Greensboro, N.C., Ann holds a bachelor’s degree in economics from the University of North Carolina at Chapel Hill and an M.B.A. from Stanford University. Ann is also on the board of visitors of the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. | |||
Gary E. MacDougal | Age 64 | Director since 1973 | |
Former Chairman of the Board and Chief Executive Officer of Mark Controls Corporation | |||
From 1963 to 1968, Gary was with McKinsey & Co., an international management consulting firm, where he became a partner. From 1969 to 1987, Gary was Chairman and Chief Executive Officer of Mark Controls Corporation, a control systems products manufacturer. In 1988, he became honorary Chairman. Also in 1988, Gary was assistant campaign manager in the Bush presidential campaign, and in 1989 was appointed by President Bush as a delegate and alternate representative in the U.S. delegation to the United Nations. He is a Director of the Bulgarian American Enterprise Fund and a trustee of the Annie E. Casey Foundation, the world’s largest philanthropic foundation dedicated to helping disadvantaged children. From 1993 to 1997, he was Chairman of the Governor’s Task Force on Human Service Reform for the State of Illinois. Gary received his bachelor’s degree from the University of California at Los Angeles in engineering in 1958. After receiving his degree, he spent three years as a U.S. Navy officer. Following service, Gary attended Harvard Business School where he received his M.B.A. degree. He serves as an advisory director of Saratoga Partners, a New York-based venture capital fund. | |||
Joseph R. Moderow | Age 52 | Director since 1988 | |
UPS Senior Vice President, Secretary and Legal & Public Affairs Group Manager | |||
In 1986, Joe was named Legal & Regulatory Group Manager and elected Senior Vice President and Secretary. He assumed additional responsibility for Public Affairs in 1989. Joe began his UPS career in 1968 as a sorter and unloader in the South California District while an undergraduate student. He earned a bachelor’s degree in economics from California State University and a law degree from Western State University. He is a member of the State Bar of California. Joe was promoted into supervision in 1973 and later served as the Arizona District Industrial Engineering Manager. In 1977, he was assigned to the National Legal & Regulatory Group. In 1981, Joe participated in the President’s Commission on Executive Exchange in Washington, DC, where he served in the U.S. Department of Labor. In 1982, Joe became the West Virginia District Manager. He was then assigned to the National Labor Relations Group and later headed the operations team during the start-up of international air service. |
Kent C. (“Oz”) Nelson | Age 63 | Director since 1983 | |
Former UPS Chairman of the Board and Chief Executive Officer | |||
Oz graduated from Ball State University in 1959 with a bachelor’s degree in Business Administration. Two days later he began his UPS career as a Sales and Customer Service Representative in Kokomo, Indiana. He served as Customer Service Manager in the Indiana, North Illinois and Metro Chicago Districts, as well as the North Central Region. In 1973, Oz assumed national customer development responsibilities. He served first on the study team and then on the team that implemented our service in Germany in 1976. In 1978, he was named National Customer Service Manager and was also assigned to develop our Marketing Department. Oz was elected Senior Vice President in 1983 and was our Finance Group Manager and Chief Financial Officer from 1984 to 1987. He became Executive Vice President in 1986 and Vice Chairman of the Board in February 1989. In November 1989, Oz succeeded Jack Rogers as Chief Executive Officer and Chairman of the Board. In January 1997, Oz retired as Chief Executive Officer and Chairman of the Board of UPS. He also serves as a director of HCA — The Healthcare Company. | |||
Victor A. Pelson | Age 63 | Director since 1990 | |
Senior Advisor, UBS Warburg LLC | |||
Vic is a Senior Advisor to UBS Warburg LLC, investment bankers, a position he has held since 1996. He was associated with AT&T from 1959 to March 1996, and at the time of his retirement from AT&T was Chairman of Global Operations and a member of the Board of Directors. He is a director of Eaton Corporation, The Dun & Bradstreet Corporation, Acterna Corporation and Carrier 1 International, S.A. | |||
Lea N. Soupata | Age 50 | Director since 1998 | |
UPS Senior Vice President and Human Resources Group Manager | |||
A native of New York City, Lea joined UPS in 1969 and now is responsible for the human resources function for approximately 359,000 employees worldwide. Following several assignments with UPS in Human Resources, Sales and Operations, Lea became the Human Resources Manager in our North New England and Metro New York Districts. Lea also served as Regional Human Resources Manager for the East and East Central Regions. In 1990, Lea became the District Manager of the Central New York District. She was transferred in 1994 to our corporate office as Vice President of Human Resources prior to being named to her current position. Lea serves as chair of The UPS Foundation, our charitable arm, and has been active in a number of community services programs, including the United Way. She also is a trustee of the Annie E. Casey Foundation, the world’s largest philanthropic foundation dedicated to helping disadvantaged children. | |||
Robert M. Teeter | Age 62 | Director since 1990 | |
President, Coldwater Corporation | |||
Bob is a graduate of Albion College and holds a master’s degree from Michigan State University. He is President of Coldwater Corporation, a Michigan consulting and research firm that specializes in the areas of strategic planning, policy development and public opinion analysis. For more than 20 years he has held several management positions, including President of Market Opinion Research Company, one of the nation’s largest marketing research firms. Bob also is a director of the Bank of Ann Arbor and Visteon Corporation. |
John W. Thompson | Age 51 | Director since 2000 | |
Chairman, President and Chief Executive Officer of Symantec Corporation | |||
John joined Symantec Corporation in April 1999 after a 28-year career with IBM Corporation. In his role as general manager of IBM Americas, he was responsible for sales and support of IBM’s technology products and services. Prior to his position with IBM Americas, he was general manager, Personal Software Products, responsible for the development and marketing of OS2, IBM’s Intel-based server products and communication product distribution. John also is a member of the board of directors of Seagate Technology, Inc., NiSource Inc. and Parago, Inc. He has served as chairman of the Florida A&M University Cluster and the Illinois Governor’s Human Resource Advisory Council. He holds a bachelor’s degree in business administration from Florida A&M University and a master’s degree in management science from Massachusetts Institute of Technology’s Sloan School of Management. | |||
Thomas H. Weidemeyer | Age 53 | Director since 1998 | |
UPS Senior Vice President and Chief Operating Officer; President, UPS Airlines | |||
Tom joined UPS in 1972 in National Personnel after receiving his law degree from the University of North Carolina School of Law and his bachelor’s degree from Colgate University. In 1974, he moved to the Metro Detroit District and worked in various operations assignments. In 1978, he joined our Legal Department. In 1986, he was promoted to District Manager of Arkansas and later helped set up our Northwest Ohio District. Tom became Manager of the Americas Region in 1989, and in that capacity established the delivery network throughout Central and South America. In 1990, Tom became Vice President and Airline Manager of UPS Airlines and in 1994 was elected its President and Chief Operating Officer. Tom became Manager of the Air Group and a member of the Management Committee that same year, and he became Chief Operating Officer of UPS in 2001. He serves on the Board of Directors of the Air Transport Association of America and is a member of the Military Airlift Committee. He also serves on the board of the National Center for Family Literacy and the General Aviation Manufacturers Association. |
Name | Number of Shares DirectlyOwned(1) | Options Exercisable within 60 Days(2) | Additional Shares in which the Beneficial Owner Has or Participates in the Voting or Investment Power(3) | Total Shares Beneficially Owned(4) | Percent of Outstanding Shares(5) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Class A Shares | Class B Shares | ||||||||||||
William H. Brown, III(6) | 83,046 | 0 | 1,946 | 0 | 84,992 | * | |||||||
Robert J. Clanin(7) | 242,176 | 132,743 | 27,366 | 36,376,813 | (9)(10) | 36,779,098 | 3.25 | ||||||
Calvin Darden (8) | 177,740 | 0 | 16,218 | 0 | 193,958 | * | |||||||
Michael L. Eskew | 227,163 | 0 | 13,886 | 36,376,813 | (9)(10) | 36,617,862 | 3.24 | ||||||
James P. Kelly | 407,099 | 1 | 44,596 | 36,376,813 | (9)(10) | 36,828,509 | 3.26 | ||||||
Ann M. Livermore | 14,458 | 0 | 0 | 0 | 14,458 | * | |||||||
Gary E. MacDougal(6) | 53,735 | 0 | 1,946 | 34,893,271 | (9) | 34,948,952 | 3.09 | ||||||
Joseph R. Moderow | 302,496 | 0 | 30,406 | 38,912,480 | (9)(11) | 39,245,382 | 3.47 | ||||||
Kent C. Nelson | 420,041 | 0 | 62,838 | 38,912,480 | (9)(11) | 39,395,359 | 3.48 | ||||||
Victor A. Pelson(6) | 25,383 | 1,321 | 1,946 | 0 | 28,650 | * | |||||||
Charles L. Schaffer(7) | 348,853 | 0 | 30,406 | 0 | 379,259 | * | |||||||
Lea N. Soupata | 203,216 | 0 | 16,218 | 40,396,022 | (9)(10)(11) | 40,615,456 | 3.59 | ||||||
Robert M. Teeter(6) | 67,016 | 0 | 1,946 | 0 | 68,962 | * | |||||||
John W. Thompson | 0 | 1,000 | 0 | 0 | 1,000 | * | |||||||
Thomas H. Weidemeyer | 325,511 | 0 | 23,312 | 1,483,542 | (10) | 1,832,365 | * | ||||||
Shares held by all directors and executive officers as a group (22 persons) | 4,172,211 | 152,216 | 365,196 | 40,396,022 | (12) | 45,085,645 | 3.99 | ||||||
Capital Research and Management Company(13) | — | — | — | 10,625,530 | 10,625,530 | * |
* | Less than 1%. |
(1) | Includes shares for which the named person has sole voting and investment power or has shared voting and investment power with his or her spouse. Also includes shares held by immediate family members as follows: Clanin — 152,076; Darden — 1,455; Eskew — 41,800; Kelly — 55,624; MacDougal — 1,821; Moderow — 41,481; Nelson — 27,945; Schaffer — 38,696; Weidemeyer — 9,428; all directors and officers as a group — 503,275. Each named individual disclaims all beneficial ownership of such shares. Excludes shares that may be acquired through stock option exercises. |
(2) | Represents class A shares that may be acquired through stock option exercises through April 2, 2001. |
(3) | All shares listed in this column are class A shares. None of the individuals listed, nor members of their families, has any direct ownership rights in the shares listed. See footnotes 9 through 11 to this table. |
(4) | Calculated based on the number of outstanding class A and class B shares as of February 1, 2001, plus the number of shares that may be acquired by the named individual upon the exercise of outstanding stock options through April 2, 2001. |
(5) | Based on an aggregate of 1,130,678,431 shares of class A and class B common stock issued and outstanding as of February 1, 2001. Assumes that all options exercisable through April 2, 2001 owned by the person are exercised. The total number of shares outstanding used in calculating this percentage also assumes that none of the options owned by other persons are exercised. |
(6) | To satisfy the obligations accrued under a previous retirement plan, our board of directors allocated to Bill Brown, Gary MacDougal, Vic Pelson and Bob Teeter dollar amounts that appreciate or depreciate in tandem with the changes in the share price of our common stock, inclusive of dividends. At the time each director ceases to serve on our board, the then-current value of the account will be payable to him, or his designated beneficiary, either in cash or shares of our class A common stock. The value of these accounts at December 31, 2000 was as follows: Brown — $1,388,216; MacDougal — $1,388,216; Pelson — $694,108; and Teeter — $694,108. |
(7) | Bob Clanin and Chuck Schaffer retired as directors and executive officers effective January 5, 2001. |
(8) | Calvin Darden was elected as a director by our board effective February 15, 2001. |
(9) | Includes 34,893,271 class A shares owned by the Annie E. Casey Foundation, Inc., of which Bob Clanin, Mike Eskew, Jim Kelly, Gary MacDougal, Joe Moderow, Oz Nelson, Lea Soupata, and other non-UPS persons constitute the corporate Board of Trustees. |
(10) | Includes 1,483,542 class A shares held by the UPS Foundation, Inc., a UPS-sponsored charitable foundation of which Bob Clanin, Mike Eskew, Jim Kelly, Lea Soupata, Tom Weidemeyer and an executive officer not listed above are trustees. |
(11) | Includes 4,019,209 class A shares held by various trusts of which Joe Moderow, Oz Nelson and Lea Soupata are co-fiduciaries. |
(12) | Includes shares held by the foundations, employee benefit plans and trusts of which directors and executive officers listed are trustees or fiduciaries. Eliminates duplications in the reported number of shares arising from the fact that several directors and executive officers share in the voting power with respect to these shares. |
(13) | The address of Capital Research and Management Company is 333 South Hope Street, Los Angeles, California 90071. Capital Research has sole dispositive power with respect to 10,625,530 shares of class B common stock, which constitute 6.5% of the class B common stock. This information is based on a Schedule 13G that was filed with the SEC on February 13, 2001. |
Long Term Compensation Awards | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Annual Compensation | Securities Underlying Stock Options | All Other Compensation(2) | ||||||
Salary | Bonus(1) | |||||||||
James P. Kelly | 2000 | $963,000 | $569,400 | 0 | $52,053 | |||||
Chairman of the Board and | 1999 | $882,000 | $614,806 | 159,517 | $ 25,348 | |||||
Chief Executive Officer | 1998 | $771,500 | $319,277 | 100,936 | $ 4,800 | |||||
Robert J. Clanin(3) | 2000 | $531,500 | $313,900 | 0 | $ 19,197 | |||||
Senior Vice President, Treasurer and | 1999 | $494,000 | $342,448 | 69,012 | $ 17,322 | |||||
Chief Financial Officer | 1998 | $450,500 | $194,620 | 58,168 | $ 4,800 | |||||
Michael L. Eskew | 2000 | $515,500 | $328,500 | 0 | $ 15,348 | |||||
Vice Chairman and | 1999 | $379,000 | $290,479 | 51,722 | $ 6,270 | |||||
Executive Vice President | 1998 | $313,000 | $136,737 | 39,348 | $ 4,800 | |||||
Joseph R. Moderow | 2000 | $496,000 | $292,000 | 0 | $ 23,031 | |||||
Senior Vice President, Secretary and | 1999 | $471,000 | $325,285 | 66,645 | $ 18,720 | |||||
Legal & Public Affairs Group Manager | 1998 | $442,000 | $189,360 | 58,168 | $ 4,800 | |||||
Charles L. Schaffer(3) | 2000 | $592,000 | $350,400 | 0 | $ 43,663 | |||||
Senior Vice President and | 1999 | $542,000 | $376,638 | 75,022 | $ 21,337 | |||||
Chief Operating Officer | 1998 | $492,000 | $210,400 | 59,878 | $ 4,800 |
(1) | Reflects the value of awards accrued under the United Parcel Service, Inc. Incentive Compensation Plan for 2000 and UPS Managers Incentive Plan for 1999 and 1998, based upon the prices of our class B common stock on the dates the awards were granted. |
(2) | Includes $4,800 for 1998 and 1999, and $5,100 for 2000, which reflects the value of class A common stock contributed by us to the accounts of the named individuals pursuant to the UPS SavingsPLUS plan. The additional amounts for 1999 and 2000 relate to income imputed based on life insurance premiums paid by us on behalf of these executive officers pursuant to a distribution election option under the UPS Excess Coordinating Benefit Plan. |
(3) | Bob Clanin and Chuck Schaffer retired as directors and executive officers effective January 5, 2001. |
Name | Class A Shares Acquired on Exercise (#) | Value Realized ($) | Number of Securities Underlying Unexercised Options at December 31, 2000(1) Exercisable/Unexercisable | Value of Unexercised In-the-Money Options at December 31, 2000(2) Exercisable/Unexcisable | ||||
---|---|---|---|---|---|---|---|---|
James P. Kelly | 43,794 | $2,260,865 | 0/348,291 | $0/$12,696,185 | ||||
Robert J. Clanin | 20,744 | $1,070,909 | 0/182,148 | $0/$ 6,894,020 | ||||
Michael L. Eskew | 13,484 | $ 696,112 | 0/122,438 | $0/$ 4,481,288 | ||||
Joseph R. Moderow | 31,692 | $1,636,100 | 0/184,661 | $0/$ 7,055,504 | ||||
Charles L. Schaffer | 30,540 | $1,576,628 | 0/195,208 | $0/$ 7,367,869 |
(1) | Represents shares of class A common stock subject to options granted under the UPS 1996 Stock Option Plan and the United Parcel Service, Inc. Incentive Compensation Plan. |
(2) | This number is calculated by subtracting the option exercise price from the closing price of our class B common stock on December 29, 2000 ($58.81) to get the “average value per option,” and multiplying the average value per option by the number of unexercisable options. The amounts in this column may not represent amounts that actually can be realized. |
Estimated Annual Benefits Payable Upon Retirement for Years of Service Indicated | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Average Final Earnings | 15 Years | 20 Years | 25 Years | 30 Years | 35 Years | |||||
$ 200,000 | $ 45,701 | $ 60,929 | $ 76,174 | $ 91,402 | $106,648 | |||||
$ 250,000 | $ 58,201 | $ 77,594 | $ 97,009 | $116,402 | $135,818 | |||||
$ 300,000 | $ 70,701 | $ 94,259 | $117,844 | $141,402 | $164,988 | |||||
$ 350,000 | $ 83,201 | $110,924 | $138,679 | $166,402 | $194,158 | |||||
$ 400,000 | $ 95,701 | $127,589 | $159,514 | $191,402 | $223,328 | |||||
$ 450,000 | $108,201 | $144,254 | $180,349 | $216,402 | $252,498 | |||||
$ 500,000 | $120,701 | $160,919 | $201,184 | $241,402 | $281,668 | |||||
$ 600,000 | $145,701 | $194,249 | $242,854 | $291,402 | $340,008 | |||||
$ 700,000 | $170,701 | $227,579 | $284,524 | $341,402 | $398,348 | |||||
$ 800,000 | $195,701 | $260,909 | $326,194 | $391,402 | $456,688 | |||||
$ 900,000 | $220,701 | $294,239 | $367,864 | $441,402 | $515,028 | |||||
$1,000,000 | $245,701 | $327,569 | $409,534 | $491,402 | $573,270 | |||||
$1,100,000 | $270,701 | $360,899 | $451,204 | $541,402 | $631,600 | |||||
$1,200,000 | $295,701 | $394,229 | $492,834 | $591,402 | $689,930 |
The Compensation Committee |
Victor A. Pelson, Chairman |
Ann M. Livermore |
Robert M. Teeter |
Ÿ | reviewed and discussed with management UPS’s audited financial statements to be included in our Annual Report on Form 10-K for the year ended December 31, 2000, |
Ÿ | discussed with Deloitte the matters required by Statement of Accounting Standards No. 61, as amended, and |
Ÿ | received from and discussed with Deloitte the communications from Deloitte required by Independence Standards Board Standard No. 1 regarding their independence. |
The Audit Committee |
William H. Brown, III, Chairman |
Ann M. Livermore |
John W. Thompson |
Ÿ | have been employed by us, or by a participating subsidiary, continuously for at least 6 months; |
Ÿ | not be prohibited under applicable foreign law from participating in the plan; and |
Ÿ | not own 5% or more of the total combined voting power or value of all of our common stock. |
Ÿ | $6,250 (a figure based on limitations imposed under Section 423 of the Internal Revenue Code) by |
Ÿ | the closing price of our class B common stock on the NYSE on the first day of the purchase period. |
Ÿ | 10% of the fair market value of the shares on the first day of the purchase period, or |
Ÿ | the fair market value of the shares on the date he or she sells or otherwise disposes of the shares, or on the date of death, less the purchase price. |
(a) | Recommend to the Board of Directors the appointment, retention or discharge of the independent public accountants as auditors of the Company and to perform the annual audit, which accountants shall be ultimately accountable to the Board of Directors through the Audit Committee. |
(b) | Review with the independent accountants the scope of the audit and the results of the annual audit examination by the independent accountants and any reports of the independent accountants with respect to reviews of interim financial statements. |
(c) | Review information, including written statements from the independent accountants, concerning any relationships between the auditors and the Company or any other relationships that may adversely affect the independence of the auditors and assess the independence of the outside auditor as set forth in Independence Standards Board Standard No. 1. |
(d) | Review and discuss with management and the independent auditors the Company’s annual audited financial statements, including a discussion with the auditors of their judgments as to the quality of the Company’s accounting principles. |
(e) | Review with management and the independent auditors the results of any significant matters identified as a result of the independent auditors’ interim review procedures prior to the filing of each Form 10-Q or as soon thereafter as possible. The Audit Committee Chair may perform this function on behalf of the Audit Committee. |
(f) | Review the annual program for the Company’s internal audits and review audit reports submitted by the internal auditing staff. |
(g) | Periodically review the adequacy of the Company’s internal controls. |
(h) | Review changes in the accounting policies of the Company and accounting and financial reporting proposals that may have a significant impact on the Company’s financial reports, and make comments on the foregoing to the Board of Directors. |
(i) | Oversee the Company’s Business Conduct and Compliance Program. |
(j) | Review the adequacy of the Audit Committee Charter on an annual basis. |
(k) | Make reports and recommendations to the Board of Directors within the scope of its functions. |
(a) an employee who has been employed less than 6 months (within the meaning of Code § 423(b)(4)(A)) by UPS or a Participating Employer, and |
(b) an employee prohibited under applicable foreign or commonwealth law from participating in this Plan. |
ATTEST: | UNITED PARCEL SERVICE, INC. | |
Joseph R. Moderow | James P. Kelly |
Secretary | Chairman |
P.O. BOX 41784 |
ATTN: PA 1204-ESS |
PHILADELPHIA, PA 19101-1784 |
1-888-663-8325 |
PLAN AND TRUST : |
Very truly yours, |
FIRST UNION NATIONAL BANK |
Trustee, UPS Qualified Stock Ownership |
Plan and Trust |
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1. | Election of a board of directors to serve until the 2002 annual meeting of shareowners. | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT | To withhold authority to vote for a specific nominee, mark "For All Except" and write the nominee's number on the line below. | ||||||||
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01) William E. Brown, III 02) Calvin Darden 03) Michael I. Eskew 04) James P. Kelly 05) Ann M. Livermore 06) Gary E. MacDougal 07) Joseph R. Moderow | 08) Kent C. Nelson 09) Victor A. Pelson 10) Lea N. Soupata 11) Robert M. Teeter 12) John W. Thompson 13) Thomas H. Weidemeyer | ||||||||||||
FOR | AGAINST | ABSTAIN | |||||||||||
2. | Ratification of the appointment of Deloitte & Touche LLP, independent auditors, as UPS's auditors for the year ending December 31, 2001. | o | o | o | |||||||||
3. | Approval of the Discounted Employee Stock Purchase Plan | o | o | o | |||||||||
4. | In their discretion upon such other matters as may properly come before the meeting or any adjournment thereof. | ||||||||||||
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareowner. If no direction is made, this Proxy will be voted FOR the election of all nominees listed in Proposal 1, FOR Proposal 2 and FOR Proposal 3. | |||||||||||||
For joint accounts all co-owners must sign. Executors, administrators, custodians, trustees, etc. should so indicate when signing. Sign exactly as name appears hereon. | |||||||||||||
If you plan on attending the annual meeting of shareowners, please check box to the right. | o | ||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (CO-Owners) | Date | ||||||||||
LOGO
UNITED PARCEL SERVICE, INC.
This Proxy is Solicited on Behalf of the Board of Directors
Proxy for Annual Meeting of Shareowners -- May 17, 2001
United Parcel Service, Inc.
ATTN: Secretary
55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328
The undersigned hereby appoints JAMES P. KELLY and JOSEPH R. MODEROW, or either of them, with power of substitution, as attorneys and proxies to vote all of the shares of stock outstanding in the name of the undersigned as of March 19, 2001 at the annual meeting of shareowners of United Parcel Service, Inc. ("UPS") to be held at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware 19801, on May 17, 2001, and at any or all adjournments thereof, and the undersigned hereby instructs and authorizes said attorneys to vote as stated on the reverse side.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)