Current Report Filing (8-k)
November 03 2020 - 05:05PM
Edgar (US Regulatory)
0001090727false00010907272020-11-032020-11-030001090727exch:XNYS2020-11-032020-11-030001090727ups:SeniorNotes1.625Due2025Memberexch:XNYS2020-11-032020-11-030001090727ups:SeniorNotes1Due2028Memberexch:XNYS2020-11-032020-11-030001090727ups:SeniorNotes0.375Due2023Memberexch:XNYS2020-11-032020-11-030001090727ups:SeniorNotes1.500Due2032Memberexch:XNYS2020-11-032020-11-03
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 3, 2020
United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware |
|
001-15451 |
|
58-2480149 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
|
|
|
|
|
|
55 Glenlake Parkway N.E., |
|
|
|
|
|
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):
|
|
|
|
|
|
|
☐ |
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 |
|
Class B common stock, par value $0.01 per share |
|
UPS |
|
New York Stock Exchange |
|
|
|
|
|
|
1.625% Senior Notes Due 2025 |
|
UPS25 |
|
New York Stock Exchange |
|
|
|
|
|
|
1% Senior Notes due 2028 |
|
UPS28 |
|
New York Stock Exchange |
|
|
|
|
|
|
0.375% Senior Notes due 2023 |
|
UPS23A |
|
New York Stock Exchange |
|
|
|
|
|
|
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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On November 3, 2020, the Board of Directors (the “Board”) of United
Parcel Service, Inc. (“UPS” or “Company”), upon recommendation of
the Board’s Nominating and Corporate Governance Committee,
elected
Kate Johnson and Russell Stokes to the Board. The Board also
appointed Ms. Johnson to the Risk Committee and the Nominating and
Corporate Governance Committee of the Board; and appointed Mr.
Stokes to the Compensation Committee and the Nominating and
Corporate Governance Committee of the Board.
Both Ms. Johnson and Mr. Stokes will receive compensation as
non-employee directors in accordance with UPS’s director
compensation practices described in its 2020 Proxy Statement, filed
with the Securities and Exchange Commission on March 20, 2020.
Other than this standard compensation arrangement, there are no
arrangements or understandings between Ms. Johnson and Mr. Stokes
and any other person pursuant to which Ms. Johnson and Mr. Stokes
were selected as a director.
Ms. Johnson and Mr. Stokes are not a party to any transaction with
UPS that would require disclosure under Item 404(a) of Regulation
S-K.
In addition, on November 3, 2020, John T. Stankey notified UPS of
his decision to leave the Board, effective immediately. Mr.
Stankey’s decision to leave the Board is not because of a
disagreement with the Company or the Board of Directors on any
matter relating to the Company’s operations, policies or
practices.
Item 7.01 Regulation FD Disclosure.
The press release issued on November 3, 2020 announcing the
election of Ms. Johnson and Mr. Stokes to the Board, and Mr.
Stankey’s decision to leave the Board, is included as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
|
|
|
|
|
99.1 |
|
|
|
104 |
|
The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL |
The information in Items 7.01 and 9.01, including Exhibit 99.1, is
furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to liabilities under that section, and shall not be deemed
to be incorporated by reference into the filings of UPS under the
Securities Act of 1933, as amended, regardless of any general
incorporation language in those filings.
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: |
November 3, 2020 |
|
|
|
By: |
|
/s/ NORMAN M. BROTHERS, JR. |
|
|
|
|
|
|
|
Norman M. Brothers, Jr. |
|
|
|
|
|
|
|
Chief Legal and Compliance Officer, and Corporate
Secretary |
|
|
|
|
|
|
|
|
