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
Elect the 12 director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting and until their respective successors are elected and qualified
Against Analysis
Mr. Adkins has served since 2013 and his full tenure overlaps with UPS's severe stock underperformance: the stock declined 40.3% over three years while the XLI industrial sector ETF gained 70.8%, a gap of 111.1 percentage points that far exceeds the 30-point trigger for directors with negative absolute returns; the five-year record (UPS -26.3%) similarly underperforms, so no mitigating long-term track record applies.
Ms. Boratto joined in 2020 and has served more than 24 months, giving her meaningful overlap with the three-year underperformance period; UPS's stock fell 40.3% versus XLI's 70.8% gain — a 111.1-percentage-point gap that far exceeds the 30-point ETF fallback trigger, and the five-year record does not provide a mitigating offset.
Mr. Hewett joined in 2020 and has served more than 24 months with full overlap over the underperformance period; the 111.1-percentage-point gap between UPS's -40.3% three-year return and XLI's +70.8% far exceeds the 30-point trigger, and the five-year record does not provide a mitigating offset.
Ms. Hwang joined in 2020 and her tenure fully overlaps with the period of severe underperformance; the 111.1-percentage-point deficit versus XLI far exceeds the 30-point ETF fallback trigger for directors with negative absolute returns, and the five-year record does not mitigate.
Mr. Johnson has served as a director since 2009 and as independent Board Chair since 2020, making him the director most accountable for board oversight during the full underperformance period; UPS's stock lost 40.3% over three years against XLI's 70.8% gain — an extraordinary 111.1-point gap — and the five-year record (-26.3% for UPS) provides no relief, so the against vote is fully warranted.
Mr. Moison has served since 2017 and his tenure fully covers the underperformance period; the 111.1-percentage-point gap between UPS's three-year loss and XLI's gain far exceeds the 30-point trigger, and the five-year track record similarly underperforms, leaving no mitigating basis to downgrade the vote.
Ms. Smith Shi joined in 2018 and her tenure fully overlaps the underperformance period; the 111.1-percentage-point gap versus XLI far exceeds the 30-point ETF fallback trigger, and the five-year record does not mitigate the sustained underperformance.
Mr. Stokes joined in 2020 and his tenure meaningfully overlaps the three-year underperformance period; the 111.1-percentage-point gap versus XLI far exceeds the 30-point trigger for negative absolute returns, and the five-year record does not provide a mitigating offset.
Mr. Warsh has served since 2012 and his long tenure fully overlaps the underperformance period; the 111.1-percentage-point gap between UPS's three-year loss and XLI's gain far exceeds the 30-point trigger, and the five-year record similarly underperforms with no mitigating basis.
Ms. Tomé is the CEO and has served as a director since 2003; as an executive director she is subject to the same TSR trigger as all other directors, and UPS's 111.1-percentage-point deficit versus XLI — on a negative absolute three-year return — far exceeds the 30-point threshold; this against vote is independent of the Say on Pay vote and reflects her accountability as the board director overseeing company strategy during the full underperformance period.
For Analysis
Mr. Clark joined the board in 2025 and has served fewer than 24 months, so he is exempt from the TSR underperformance trigger under policy; he brings deep CEO and CFO experience in global technology and industrial businesses relevant to UPS's strategy.
Mr. Morikis joined the board in 2025 and has served fewer than 24 months, so he is exempt from the TSR underperformance trigger; he brings extensive CEO experience in global manufacturing and supply chain relevant to UPS's operations.
Ten of twelve director nominees receive an AGAINST vote due to UPS's severe and sustained stock underperformance: the stock lost 40.3% over three years while the XLI industrials sector ETF gained 70.8%, a 111.1-percentage-point gap that far exceeds the 30-point ETF fallback trigger applicable when absolute returns are negative; the five-year record also underperforms, eliminating any mitigating basis. Only Kevin Clark and John Morikis, both of whom joined in 2025 and are exempt from the trigger as directors with fewer than 24 months of tenure, receive a FOR vote.
Say on Pay
✗ AGAINSTCEO
Carol Tomé
Total Comp
$22,878,788
Prior Support
84%%
UPS's CEO received total compensation of approximately $22.9 million in 2025 while shareholders experienced a 40.3% stock price decline over three years against a sector (XLI) that gained 70.8% — an extraordinary 111-percentage-point gap between executive pay context and shareholder experience. Although the incentive programs did partially reflect poor results — the 2025 annual bonus paid out at only 75% of target and the 2023 three-year performance award paid out at just 8% of target — the absolute level of variable pay opportunity and total compensation remains very high at a time when shareholders have lost substantial value, failing the pay-for-performance alignment test. The prior-year Say on Pay vote received 84% support (above the 70% threshold), so there is no prior-vote trigger, but the fundamental misalignment between the magnitude of executive compensation and the shareholder experience during this period warrants an AGAINST vote.
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 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; Deloitte's tenure is not disclosed in the proxy so the tenure trigger cannot fire; no material restatements are noted; and Deloitte is a Big 4 firm fully appropriate for a company of UPS's size and complexity.
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 share structure, where Class A shares carry 10 votes per share versus 1 vote for Class B shares, meaning a small group of Class A holders can outvote the economic majority of shareholders; converting to one-share-one-vote is a mainstream governance improvement that aligns voting power with actual financial stake in the company. The proposal is a straightforward structural governance ask — the type that policy generally supports — and there is no indication of an ideological or advocacy motivation from the filer. Giving all shareholders equal voting rights is in the long-term interest of Class B shareholders, who make up the public market and bear the economic risk of ownership.
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 targeted community impact study specifically framed around race and income demographics, which is characteristic of progressive social advocacy rather than a neutral fiduciary concern about material business risk; under our policy, proposals driven by ideological goals — from either direction — are voted against regardless of how they are framed. A neutral institutional investor focused purely on shareholder value would not single out this type of demographic-focused operational audit, and the proposal does not pass the symmetry test required to support it.
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
This proposal asks for a report on how UPS plans to align its operations with its carbon neutrality goal, which is the type of climate advocacy disclosure associated with ESG-focused and progressive filers rather than a neutral fiduciary concern; under our policy, ideologically motivated proposals from either direction are voted against. Furthermore, UPS already provides comprehensive climate disclosure through its GRI report (third-party assured), CDP filings, and annual Social Impact Report, so even on the merits the company's opposition claim — 'we already do this' — appears credible here, reducing the marginal value of the proposed additional report.
Overall Assessment
This ballot presents significant governance concerns at UPS, where shareholders have suffered a 40.3% stock price decline over three years against the XLI industrials ETF's 70.8% gain — a 111-percentage-point shortfall that triggers AGAINST votes for ten of twelve director nominees and an AGAINST vote on executive compensation due to pay-for-performance misalignment. The auditor ratification passes cleanly, the dual-class share reform proposal earns a FOR vote as a mainstream governance improvement, and the two remaining shareholder proposals are voted AGAINST as ideologically motivated advocacy asks.