UPS (NYSE: UPS) investors back 2026 incentive plan, re-elect full board and keep Class A voting power
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
United Parcel Service, Inc. shareowners held their 2026 annual meeting and approved all company-sponsored items, including a new 2026 Omnibus Incentive Compensation Plan. This plan allows stock and cash-based awards such as restricted stock, stock units, performance shares, and cash incentives for employees, directors, and other service providers.
Shareowners also approved, on an advisory basis, the compensation of named executive officers and ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. All twelve director nominees were elected for terms expiring at the 2027 annual meeting.
Three shareowner proposals did not pass: one to reduce the voting power of UPS Class A stock to one vote per share, one requesting a third-party audit of impacts on certain communities, and one seeking an additional report on alignment with carbon neutrality goals.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Say-on-pay votes for: 870,170,397 votes
Incentive plan approval votes for: 907,050,699 votes
Auditor ratification votes for: 1,106,770,802 votes
+3 more
6 metrics
Say-on-pay votes for
870,170,397 votes
Advisory approval of named executive officer compensation
Incentive plan approval votes for
907,050,699 votes
Approval of 2026 Omnibus Incentive Compensation Plan
Auditor ratification votes for
1,106,770,802 votes
Ratification of Deloitte & Touche LLP for 2026
Class A voting power proposal for
418,305,353 votes
Proposal to reduce Class A to one vote per share
ESG community audit proposal for
105,294,873 votes
Third-party audit on impacts to certain communities
Carbon neutrality report proposal for
126,172,442 votes
Additional report on alignment with carbon neutrality goals
Key Terms
2026 Omnibus Incentive Compensation Plan, stock appreciation rights, broker non-votes, independent registered public accounting firm, +1 more
5 terms
2026 Omnibus Incentive Compensation Plan financial
"the Company’s shareowners approved the United Parcel Service, Inc. 2026 Omnibus Incentive Compensation Plan"
stock appreciation rights financial
"the Company may grant ... stock appreciation rights, restricted stock, restricted stock units"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
broker non-votes regulatory
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES 870,170,397 | 151,229,847 | 19,844,187 | 138,298,865"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis regulatory
"approval, on an advisory basis, of the compensation of the Company’s named executive officers"
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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 | United Parcel Service, Inc. 2026 Omnibus Incentive Compensation Plan (incorporated herein by reference to Annex A to the Registrant’s definitive proxy statement on Schedule 14A filed with the Commission on March 19, 2026 (Commission File No. 001-15451)) | |||||||
| 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 | |||||||||||||||||||||||
FAQ
What is the UPS (UPS) 2026 Omnibus Incentive Compensation Plan?
The 2026 Omnibus Incentive Compensation Plan is a stock and cash-based program allowing UPS to grant stock appreciation rights, restricted stock, stock units, performance shares, performance units, and cash awards to selected employees, directors, consultants, agents, and other service providers.
Which director nominees were elected to the UPS (UPS) board in 2026?
Twelve nominees, including Carol B. Tomé, Rodney Adkins, Angela Hwang, and others, were elected to the UPS board. Each will serve a term expiring at the 2027 annual meeting, or until earlier resignation, removal, or retirement under the company’s bylaws.
Who is UPS’s (UPS) independent registered public accounting firm for 2026?
Deloitte & Touche LLP was ratified as UPS’s independent registered public accounting firm for the year ending December 31, 2026, receiving 1,106,770,802 votes for, 61,974,035 against, and 10,798,459 abstentions from shareowners at the annual meeting.