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): November 7, 2019
United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-15451 | | 58-2480149 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 55 Glenlake Parkway NE | | | |
| 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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: |
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| 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 |
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| Floating-Rate Senior Notes Due 2020 | | UPS20A | | New York Stock Exchange |
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| 1.625% Senior Notes Due 2025 | | UPS25 | | New York Stock Exchange |
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| 1% Senior Notes due 2028 | | UPS28 | | New York Stock Exchange |
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| 0.375% Senior Notes due 2023 | | UPS23A | | New York Stock Exchange |
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| 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 8.01. Other Events
On November 7, 2019, the Board of Directors of United Parcel Service, Inc. (the “Company”) amended the policy, as set forth in the Company’s Corporate Governance Guidelines, regarding the frequency of future shareowner advisory votes to approve the Company’s executive compensation (often referred to as “say on pay” votes). As a result, the Guidelines now provide that say on pay votes will be held every year (on an annual basis) instead of every three years (on a triennial basis). The next say on pay vote will be held at the Company’s 2020 Annual Meeting of Shareowners. The next vote on the frequency of future say on pay votes will be held no later than the Company’s 2023 Annual Meeting of Shareowners.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
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| 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.
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| | | | | UNITED PARCEL SERVICE, INC. |
| Date: | November 7, 2019 | | | | By: | | /s/ NORMAN M. BROTHERS, JR. |
| | | | | | | | Name: Norman M. Brothers, Jr. |
| | | | | | | | Title: Senior Vice President, General Counsel and Corporate Secretary |
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