UPS (UPS) Proxy filing summary

Executive summary

• 2025 marked a pivotal strategic shift, reducing non-value volume from the largest customer to focus on high-value growth, despite trade disruptions and a tragic accident impacting operations and morale.

• Achieved best on-time delivery for the eighth consecutive year and returned $6.4 billion to shareholders via dividends and buybacks.

• Two new directors joined in 2025, while one departed; board remains focused on long-term value creation and network optimization.

• Recognized as the world's most valuable logistics brand for the eleventh year and expanded in international healthcare logistics.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors, an advisory say-on-pay vote, approval of the 2026 Omnibus Incentive Compensation Plan, and ratification of Deloitte as auditor.

• Three shareholder proposals: reduce Class A voting power to one vote per share, require an independent audit of impacts on BIPOC and low-income communities, and request a report on alignment with carbon neutrality goals.

• Board recommends voting for all company proposals and against all shareholder proposals.

Board of directors and corporate governance

• Board is 92% independent, with an average tenure of 8 years; recent refreshment includes seven new independent directors since 2020.

• Board Chair and CEO roles remain separated; Board Chair granted a one-year waiver from retirement age for continuity.

• Committees (Audit, Compensation and Human Capital, Nominating and Corporate Governance, Risk) are composed entirely of independent directors.

• Annual board and committee self-evaluations drive improvements in board functionality and effectiveness.

• Majority voting policy in uncontested director elections; directors not receiving a majority must offer to resign.