United Parcel Service Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$UPS
Trucking Freight/Courier Services
Industrials
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): March 3, 2025
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Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2025, the Board of Directors (the “Board”) of United Parcel Service, Inc. (“UPS”), upon recommendation of the Board’s Nominating and Corporate Governance Committee, increased the size of the Board to thirteen members and appointed Kevin P. Clark, age 62, to the Board. Mr. Clark is the Chairman and Chief Executive Officer of Aptiv PLC. If elected to the Board by shareowners at the UPS 2025 annual meeting of shareowners, Mr. Clark will then join the Audit Committee of the Board.
Mr. Clark will receive compensation as a non-employee director in accordance with UPS’s director compensation practices substantially as described in its proxy statement for its 2024 annual meeting of shareowners, filed with the Securities and Exchange Commission on March 18, 2024. Other than these standard compensation arrangements, there are no arrangements or understandings between Mr. Clark and any other person pursuant to which Mr. Clark was selected as a director.
Mr. Clark is not a party to any transaction with UPS that would require disclosure under Item 404(a) of Regulation S-K
Item 7.01 — Regulation FD Disclosure.
The press release issued on March 3, 2025 announcing Mr. Clark's election to the Board is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. — Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||||||||
| Number | Description | |||||||
| 99.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
The information included in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by reference in any such filing.
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: | March 3, 2025 | By: | /s/ NORMAN M. BROTHERS, JR. | ||||||||||||||||||||
| Name: Norman M. Brothers, Jr. | |||||||||||||||||||||||
| Title: Executive Vice President, Chief Legal and Compliance Officer | |||||||||||||||||||||||