United Parcel Service,Inc. (NYSE:UPS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors (the “Board”) of United Parcel Service,Inc. (the “Company”) has approved amendments to the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”). The amendments took effect on November17, 2017. The amendments implement proxy access, effective for meetings starting with the 2019 Annual Shareowner meeting, and make certain other changes, as described below. The description of the Bylaw amendments is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit3.1 and incorporated herein by reference.
· A new Section11 has been added to ArticleII of the Bylaws to permit a shareowner, or group of up to 20 shareowners, owning at least 3% of the Company’s outstanding stock continuously for at least three years, to nominate and include in the Company’s proxy materials for an annual meeting of shareowners, director nominees constituting 20% of the Board or two directors (whichever is greater), provided that the shareowner(s)and the director nominee(s)satisfy the requirements specified in the Bylaws.
· The advance notice provisions in Section10 of ArticleII have been updated to: (1)accommodate the adoption of proxy access; (2)align the advance notice deadlines with practice at other companies by adopting a window for shareholders to provide notice of nominations and other business; (3)extend certain disclosure requirements to “control persons”; (4)reflect other practice developments in recent years; and (5)include certain defined terms and make certain other minor administrative, clarifying and conforming changes.
· A new subsection 9.4 has been added to ArticleII of the Bylaws to require all advance notice and proxy access nominees, in connection with being nominated, to provide the Company with completed and signed questionnaires required of the Company’s directors and make representations to the Company regarding certain matters including disclosure of voting agreements and third-party compensation, and compliance with Company policies.
· The amendments modernize the Bylaws and add flexibility on the approach to Board leadership by moving the position descriptions for the Chairman and Vice Chairman from the “Officers” section of the Bylaws to Sections 14 and 15 of ArticleIII (“Board of Directors”).
· ArticleIII has been amended to update various provisions relating to Board meetings, including increasing the number of directors needed to call a special Board meeting from one to a majority of directors in office (Section7).
· Section10 of ArticleIII has been amended to align the Bylaws with provisions in the Delaware General Corporation Law on director resignations. Similar amendments were made for committee and officer resignations in Section4 of ArticleIV and Section5 of ArticleV, respectively.
· ArticleIV has been amended to provide flexibility by permitting committees with a minimum of one (rather than two) members and to increase the minimum notice for committee meetings to 24 hours, which can be waived (Section1 and Section6, respectively).
· The indemnification provisions in Section14 of ArticleV have been updated to reflect developments in Delaware law and company practices, and to outline a process for requesting and authorizing payment.
· A new ArticleXI has been added to include an exclusive forum bylaw, consistent with amendments to the Delaware General Corporation Law authorizing the adoption of exclusive forum provisions. ArticleXI designates the Delaware Court of Chancery as the sole and exclusive forum for certain legal actions involving the Company unless the Company selects or consents to the selection of an alternative forum.
· A new ArticleXII has been added to include emergency bylaws that would apply in certain emergency situations, allowing the Board or a committee to meet even though the usual quorum of directors is not available.
· Various provisions of the Bylaws were also amended to: (1)reflect changes under the Delaware General Corporation Law that permit the use of technology in a variety of areas, including shareowner meetings; and (2)establish clear rulesabout the Board’s and the Chairman of the Board’s authority with respect to shareowner meetings.
· Finally, the Bylaw amendments also include a number of other immaterial modifications intended to update various provisions in light of statutory and regulatory changes and to provide clarification and consistency.
As a result of the amendments to the advance notice provisions of the Bylaws, any shareowner who wishes to nominate persons for election to the Board or propose business at the 2018 Annual Meeting of Shareholders (not including a proposal submitted for inclusion in the Company’s proxy materials to Rule14a-8 under the Securities Exchange Act) must deliver a notice of the matter under Section10.1 of the Bylaws, and the notice must be received by our Corporate Secretary not later than the close of business on the 90th day and not earlier than the close of business on the 150th day prior to the first anniversary of the preceding year’s annual meeting. Limited exceptions apply if the date of the annual meeting is changed by more than 30 days from the anniversary date of the preceding year’s annual meeting. Therefore, any notice intended to be given by a shareowner under the advance notice provisions with respect to the 2018 Annual Meeting of Shareowners to our Bylaws must be received by our Corporate Secretary at 55 Glenlake Parkway, N.E., Atlanta, Georgia 30328 not later than the close of business on February3, 2018 and not earlier than the close of business on December5, 2017. The notice must comply with the applicable requirements of the Bylaws attached hereto as Exhibit3.1.
Item 9.01 – Financial Statements and Exhibits.
3.1 Amended and Restated Bylaws of United Parcel Service,Inc. (November17, 2017)
UNITED PARCEL SERVICE INC ExhibitEX-3.1 2 a17-27256_1ex3d1.htm EX-3.1 Exhibit 3.1 Amended and Restated Bylaws United Parcel Service,…To view the full exhibit click
About United Parcel Service,Inc. (NYSE:UPS)
United Parcel Service, Inc. (UPS) is a package delivery company. The Company is a provider of global supply chain management solutions. It delivers packages each business day in over 220 countries and territories. The Company operates in three segments: U.S. Domestic Package, International Package, and Supply Chain & Freight. The Company offers a spectrum of the United States domestic guaranteed ground and air package transportation services. The Company’s International Package segment includes the small package operations in Europe, Asia, Canada and Latin America, the Indian sub-continent, the Middle East and Africa. UPS offers a selection of guaranteed day and time-definite international shipping services. The Supply Chain & Freight segment consists of the Company’s forwarding and logistics services, truckload freight brokerage, UPS Freight and its financial offerings through UPS Capital. UPS offers a portfolio of guaranteed and non-guaranteed global air freight services.
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