UNITED PARCEL SERVICE INC CLASS B (UPS)
Sector: Industrials
2026 Annual Meeting Analysis
UNITED PARCEL SERVICE INC CLASS B · Meeting: May 7, 2026
Directors FOR
2
Directors AGAINST
10
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of 12 Director Nominees to Serve Until the 2027 Annual Meeting
Against Analysis
Adkins has served since 2013 and his full tenure covers the 3-year period during which UPS stock fell 40% while the company-disclosed peer group rose a median of 42.4%, a gap of 82.4 percentage points that far exceeds the 20-point trigger for negative absolute TSR; the 5-year gap of 70.9 points also exceeds the 20-point threshold, so the 5-year mitigant does not apply.
Boratto has served since 2020, giving her tenure full overlap with the 3-year underperformance period; UPS trailed the peer group median by 82.4 percentage points against a 20-point trigger, and the 5-year gap of 70.9 points also exceeds the threshold, so the 5-year mitigant does not rescue a FOR vote.
Hewett has served since 2020, giving him full overlap with the 3-year underperformance period; UPS trailed peers by 82.4 percentage points against a 20-point trigger, and the 5-year gap of 70.9 points also exceeds the threshold, confirming sustained underperformance with no mitigant available.
Hwang has served since 2020 with full overlap of the 3-year underperformance window; UPS trailed peers by 82.4 percentage points against a 20-point trigger, and the 5-year gap of 70.9 points also exceeds the threshold, so no 5-year mitigant applies.
Johnson has served since 2009 and bears full accountability for the 3-year period during which UPS underperformed its disclosed peers by 82.4 percentage points against a 20-point trigger; the 5-year gap of 70.9 points also exceeds the threshold, confirming sustained underperformance with no mitigant available.
Moison has served since 2017 with full overlap of the 3-year underperformance period; UPS trailed the peer group median by 82.4 percentage points against a 20-point trigger, and the 5-year gap of 70.9 points also exceeds the threshold, so no 5-year mitigant applies.
Smith Shi has served since 2018 with full overlap of the 3-year underperformance period; UPS trailed peers by 82.4 percentage points against a 20-point trigger, and the 5-year gap of 70.9 points also exceeds the threshold, so no 5-year mitigant applies.
Stokes has served since 2020 with full overlap of the 3-year underperformance period; UPS trailed the peer group median by 82.4 percentage points against a 20-point trigger, and the 5-year gap of 70.9 points also exceeds the threshold, confirming sustained underperformance with no 5-year mitigant available.
Warsh has served since 2012 with full overlap of the 3-year underperformance period; UPS trailed the peer group median by 82.4 percentage points against a 20-point trigger, and the 5-year gap of 70.9 points also exceeds the threshold, so no 5-year mitigant applies.
As CEO and director since 2003, Tomé bears full accountability for the 3-year period during which UPS stock declined 40% while the company-disclosed peer group rose a median of 42.4%, a gap of 82.4 percentage points far exceeding the 20-point trigger; the 5-year gap of 70.9 points also exceeds the threshold, and per policy this director vote is independent of the separate Say on Pay recommendation.
For Analysis
Clark joined the board in 2025, well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply to him.
Morikis joined the board in 2025, well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply to him.
Ten of twelve nominees — all those with more than 24 months of tenure — receive an AGAINST vote because UPS stock declined 40% over three years while the company's own disclosed peer group rose a median of 42.4%, a shortfall of 82.4 percentage points against a 20-point policy trigger for companies with negative absolute TSR; the 5-year gap of 70.9 points also exceeds the threshold, so the 5-year mitigant does not apply to any of them. Kevin Clark and John Morikis, both of whom joined the board in 2025, are exempt from the trigger under the 24-month new-director rule and receive a FOR vote.
Say on Pay
✗ AGAINSTCEO
Carol Tomé
Total Comp
$22,878,788
Prior Support
84%%
UPS's stock fell 40% over the past three years while the company's own disclosed peer group rose a median of 42.4%, meaning shareholders lost substantial value while peers thrived — a gap of 82.4 percentage points. During this same period, the CEO received total compensation of approximately $22.9 million in 2025, with incentive equity awards at $17.6 million and cash bonuses that, although paid below target at 75% of target, still resulted in over $2.2 million in bonus pay; variable pay structures that continue to deliver tens of millions in equity awards while shareholders experience a 40% stock decline represent a failure of pay-for-performance alignment that the policy requires to result in a NO vote. The prior Say on Pay vote of 84% does not itself trigger a concern, but it does not override the pay-for-performance misalignment identified here.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$21,173,000
Non-Audit Fees
$202,000
Non-audit fees (tax fees of $149,000 plus all other fees of $53,000, totaling $202,000) represent less than 1% of audit fees of $21,173,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are indicated, leaving no basis to vote against ratification.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 5
Shareowner Proposal to Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share
This proposal asks UPS to eliminate its dual-class voting structure, under which Class A shares carry 10 votes per share versus 1 vote per share for publicly traded Class B shares, concentrating voting power away from ordinary shareholders. Reducing Class A votes to one vote per share is a mainstream governance improvement that directly strengthens the accountability of the board and management to all shareholders equally — the exact kind of structural governance reform that the policy supports without requiring a high bar. The board opposes the proposal, but its opposition does not overcome the straightforward shareholder-rights benefit of moving to a one-share-one-vote structure.
Proposal 6
Shareowner Proposal Requesting an Independent Third-Party Evaluation of the Impacts of UPS Operations Affecting BIPOC and Low-Income Communities
This proposal requests a specific study framed around racial and income-based community impact categorization, a framing that reflects social advocacy priorities rather than a neutral fiduciary concern about operational risk or business performance. A neutral institutional investor focused purely on shareholder value would not single out this particular demographic framing as a standalone disclosure request; the proposal is better understood as social advocacy dressed in corporate governance language. Per policy, proposals driven by ideological or advocacy motivations — regardless of whether they come from a progressive or conservative direction — do not warrant shareholder support.
Proposal 7
Shareowner Proposal Requesting a Report Describing If and How the Company Plans to Align its Operations and Investments with its Carbon Neutrality Goal
While climate-related disclosure can in some contexts be a legitimate shareholder concern, this proposal is structured as an ESG advocacy ask — requesting alignment reports tied to carbon neutrality commitments — in a manner consistent with filers who use climate framing primarily to advance environmental advocacy goals rather than neutral fiduciary risk analysis. UPS already publishes extensive environmental sustainability reporting including GRI and CDP disclosures, and the proxy discloses that the Nominating and Corporate Governance Committee oversees sustainability matters and progress toward decarbonization goals, meaning the incremental informational value to shareholders is limited. Given the ideological framing of the ask and the company's existing disclosure posture, the policy's symmetry rule on ideological filers leads to an AGAINST vote.
Overall Assessment
UPS's 2026 annual meeting is dominated by a severe pay-for-performance and board accountability problem: over the past three years UPS stock fell 40% while the company's own disclosed peer group rose over 42%, a gap that triggers AGAINST votes on ten of twelve director nominees and on the Say on Pay proposal. The two proposals that escape the TSR trigger are for newly appointed directors Clark and Morikis (both within the 24-month exemption window); the auditor ratification passes cleanly on fees, while the one-share-one-vote stockholder proposal earns a FOR on governance merit, and the two remaining ESG-framed stockholder proposals are voted AGAINST due to ideological filer classification.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing