1、&2022 Annual Report on Form 10-KNotice of 2023 Annual Meeting of Shareowners and Proxy Statement2022 was a record year for UPS in many ways.For the first time in our 115-year history,UPS generated more than$100 billion in consolidated revenue.Additionally,our consolidated adjusted*operating margin r

2、eached 13.8%,the highest in 15 years,and adjusted*return on invested capital was 31.3%,up 50 basis points from 2021.We achieved these results,and much more,due to the hard work and efforts of our more than 500,000 employees and the outstanding service they provided to our customers.I continue to be

3、impressed by the resiliency of our people and their commitment to moving our world forward by delivering what matters.As the calendar year ended,I reflected on 2022 and how much changed during the year.We experienced geopolitical tensions including a war,high global inflation,Chinas pivot away from

4、its zero-COVID policy and consumers return to pre-pandemic shopping behaviors,all of which meant global supply chains had to continually adjust.But no matter what came our way,we stayed on strategy Customer First,People Led,Innovation Driven.By executing our strategy and controlling what we could co

5、ntrol,we delivered for our customers and shareowners in 2022.Here are some highlights:Grew small and medium-sized business(SMB)volume to 28.0%of total U.S.volume,driven by continued expansion of our Digital Access Program(DAP)and the launch of Deal Manager.Delivered excellent service to our customer

6、s around the globe,anchored by the fifth consecutive year of industry-leading service in the U.S.Increased the efficiency of our network by adding our 8th regional hub in the U.S.and implemented Total Service Plan to enable an on-time U.S.network.Opened our largest natural gas fueling station within

7、 our network and shifted to 100%renewable electricity in both global data centers.Launched smart package smart facility RFID label technology in 101 buildings in the U.S.Introduced our delivery density solution that uses upstream data to link packages together for last mile delivery,reducing cost in

8、 the network.Acquired Delivery Solutions and invested in CommerceHub as we combine digital solutions with our integrated physical network.Flexed the International network to match volume levels and generated an industry-leading adjusted operating margin.United Parcel Service,Inc.55 Glenlake Parkway,

9、N.E.Atlanta,GA 30328 20,2023Dear Fellow Shareowners:March Added 6.1 million square feet of healthcare-compliant distribution space,including the acquisition of Bomi Group,and expanded UPS Premier to 45 countries to grow faster in global healthcare.Generated$9.0 billion in free cash flow*and repaid$2

10、 billion of long-term debt to reach our targeted adjusted*debt/EBITDA of 1.4 turns.Returned$8.6 billion to shareowners,a 119%increase above 2021,consisting of$5.1 billion in dividends and$3.5 billion in share buybacks.CUSTOMER FIRST,PEOPLE LED,INNOVATION DRIVENWhen we say Customer First,we mean it.W

11、e are laser-focused on reducing friction in the customer experience by improving how we acquire,engage and support customers,which is enabling us to grow in the most attractive parts of the market.This includes solutions like DAP,which makes it easier for SMBs to do business with UPS.DAP generated m

12、ore than$2.3 billion in revenue in 2022.During the year we introduced Deal Manager,our digital pricing solution.Deal Manager applies pricing science to present the customer with the right offer the first time,enabling us to close deals faster and with better revenue quality.We are expanding DAP and

13、Deal Manager to countries outside of the U.S.,with DAP already available in 42 countries and Deal Manager expanding to more than 40 countries.We track progress in Customer First by improvements in our Net Promoter Score(NPS).In 2022,we made strong gains in 16 customer journeys,including the three mo

14、st important:negotiate value,reroute a package and resolve a claim.The improvements we saw in our NPS outpaced the competition,and we finished the year at 42*,putting us well on our way to our target NPS of 50.Moving to the People Led part of our strategy,our people are our most valuable asset,and i

15、t is important to us that every UPSer views our company as a great place to work.We know that when we take care of our people,they will take care of our customers.In 2022,we invested in our people to equip them with digital fluency skills,and under Total Service Plan,we created individualized dispat

16、ch plans for our drivers to give them more choice over the hours they work.For our front-line employees,weve accelerated investments to make their work environments better by improving lighting,adding fresh paint,renovating restrooms and breakrooms,and installing additional cooling stations.We have

17、great jobs with industry-leading pay and benefits and great relationships with our employees.In fact,in 2022 we reached contract extension agreements with the Independent Pilots Association and our aircraft maintenance technicians.Soon we will begin contract negotiations with the Teamsters and we be

18、lieve a win-win-win outcome is very achievable.And for our nearly 40,000 full-time management employees,we changed the composition of their pay by increasing the cash component,taking action to address their top area of concern.We measure our progress in People Led by how likely an employee is to re

19、commend others to work at UPS.When I joined UPS,likelihood to recommend(LTR)was 51%,and in 2022 it reached 60%.Our goal is to reach an LTR of 80%or higher.Lastly,Innovation Driven is about driving more productivity from the assets we own.Throughout the year,we leveraged the agility of our global int

20、egrated network to navigate the dynamic macro environment.Our engineers and operating teams used technology to guide their decisions to adjust the network in line with volume levels while providing outstanding service to our customers.Productivity initiatives like Total Service Plan,our smart packag

21、e smart facility RFID technology and additional automation are unlocking greater efficiency and flexibility across our network.And we aim to make it even smarter,more automated and more efficient.On the environmental front,in 2022 we took delivery of over 2,300 alternative fuel and advanced technolo

22、gy vehicles,bringing our rolling laboratory to more than 15,600.Also in 2022,we created a growth platform we call logistics as a service,which adds new digital capabilities to our best-in-class integrated network.Under this platform,we launched our upstream delivery density solution where we continu

23、e to add customers and are seeing positive results.We measure Innovation Driven by delivering higher returns on invested capital,and in 2022,we delivered an adjusted*return on invested capital of 31.3%,50 basis points above 2021.As an innovation-driven company guided by a strong purpose,our culture

24、centers around the values established by our founder Jim Casey.He believed that we should give back to the communities we serve,and that we have a responsibility to all stakeholders for social and environmental stewardship.We approach sustainable development holistically to ensure our cross-function

25、al sustainability initiatives align with our Customer First,People Led,Innovation Driven strategy.The execution of our strategy will help us reach our goals of carbon neutrality by 2050 and improving the well-being of one billion lives by 2040.We have an action plan to get us there and we are commit

26、ted to pursuing planet-friendly solutions that enable us to continue to take care of our employees and serve our customers,stakeholders and communities without compromising the ability of future generations to meet their own needs.BETTER AND BOLDEROver the past two and a half years,we have fundament

27、ally improved nearly every aspect of our business under our better not bigger framework,resulting in greater agility and stronger financial performance.Building on this foundation,we are transitioning to the next phase of our strategic framework better and bolder.We will always get better and will c

28、ontinue to focus on growing value share,improving the customer experience and driving higher productivity from the assets we own.Bolder is about moving faster to grow in our targeted market segments and combining digital solutions with our global integrated network.Its about growing our business aro

29、und the edges to create powerful new offerings like logistics as a service.This suite of digital solutions further transforms the customer experience and creates new revenue streams for UPS.Looking at the macro in 2023,the current environment is uncertain at best;however,we believe uncertainty creat

30、es opportunity.To that end,we are accelerating investments with a focus on three wildly important initiatives:improving the customer value proposition,increasing talent development and employee engagement,and leveraging our physical network with our digital platform to drive efficiency and logistics

31、 as a service.The agility of our integrated network,coupled with continued investment in our business,will enable us to quickly pivot as needed in an uncertain environment and enhance our ability to capture growth opportunities as we come out of this cycle.To wrap up,I want to encourage all shareown

32、ers to vote your shares at our Annual Meeting in May.This is your opportunity to share your views with us.We listen and take your feedback into account as we seek to grow our business,further improve governance and create long-term shareowner value.As we approach the Annual Meeting,I encourage you t

33、o contact us with any questions or feedback at 404-828-6059.UPS has a proud past and an even brighter future,and we believe our best days are ahead of us.We will get there by making bolder moves to digitally transform the customer experience to drive growth while continuing to drive efficiency in ou

34、r integrated network.UPS is a remarkable company and its your company.We thank you for your support.Carol B.Tom Chief Executive Officer*See reconciliation of Non-GAAP financial measures on page A1.*Score calculated following a change in methodology adopted in 2022.Table of ContentsBoard Chair Letter

35、4 Notice of Annual Meeting5 Proxy Statement Summary7 Corporate Governance10Selecting Director Nominees10Board Leadership Structure11Executive Sessions of Independent Directors11Board and Committee Evaluations12Board Refreshment and Succession 13Board Oversight of Strategic Planning 13Management Deve

36、lopment and Succession Planning 13Risk Oversight14Stakeholder Engagement15Political Contributions and Lobbying16Sustainability17Human Capital Management18Majority Voting and Director Resignation Policy19Board Meetings and Attendance19Code of Business Conduct20Conflicts of Interest and Related Person

37、 Transactions20Transactions in Company Stock21Corporate Governance Guidelines and Committee Charters21Communicating with the Board of Directors21 Our Board of Directors22Proposal 1 Director Elections22Director Nominee Skills,Experience and Diversity23Director Nominee Biographical Information24Direct

38、or Independence30Committees of the Board of Directors31Director Compensation32 Executive Compensation33Compensation Committee Report33Compensation Discussion and Analysis342022 Summary Compensation Table482022 Grants of Plan-Based Awards502022 Outstanding Equity Awards at Fiscal Year-End512022 Optio

39、n Exercises and Stock Vested522022 Pension Benefits522022 Non-Qualified Deferred Compensation54Potential Payments on Termination or Change in Control56Equity Compensation Plans60Median Employee to CEO Pay Ratio61Pay Versus Performance62Proposal 2 Advisory Vote to Approve Named Executive Officer Comp

40、ensation65Proposal 3-Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation66Ownership of Our Securities67Securities Ownership of Certain Beneficial Owners and Management67Delinquent Section 16(a)Reports68 Audit Committee Matters69Proposal 4 Ratificat

41、ion of Auditors69Audit Committee Report69Principal Accounting Firm Fees71 Shareowner Proposals72Proposal 5 Shareowner Proposal to Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share72Proposal 6 Shareowner Proposal Requesting the Adoption of Independently Verified S

42、cience-Based Greenhouse Gas Emissions Reduction Targets in Line with the Paris Climate Agreement75Proposal 7 Shareowner Proposal Requesting the Board Prepare a Report on Integrating GHG Emissions Reductions Targets into Executive Compensation78Proposal 8 Shareowner Proposal Requesting the Board Prep

43、are a Report on How the Company is Addressing the Impact of its Climate Change Strategy on Relevant Stakeholders Consistent with the“Just Transition”Guidelines81Proposal 9 Shareowner Proposal Requesting the Board Prepare a Report on Risks or Costs Caused by State Policies Restricting Reproductive Ri

44、ghts84Proposal 10 Shareowner Proposal Requesting the Board Prepare a Report on the Impact of the Companys DE&I Policies on Civil Rights,Non-Discrimination and Returns to Merit,and the Companys Business87Proposal 11 Shareowner Proposal Requesting the Board Prepare an Annual Report on Diversity and In

45、clusion90 Important Information About Voting at the 2023 Annual Meeting93 Other Information for Shareowners97Solicitation of Proxies97Eliminating Duplicative Proxy Materials97Submission of Shareowner Proposals and Director Nominations972022 Annual Report on Form 10-K98Other Business99 3United Parcel

46、 Service,Inc.55 Glenlake Parkway,N.E.Atlanta,GA 30328March 20,2023Dear Fellow Shareowners:It is my pleasure to invite you to the 2023 Annual Meeting of Shareowners.This is your opportunity to share your views with the Company and the board.We value your feedback and take it into account as we execut

47、e our board responsibilities.UPS achieved a number of important milestones in 2022.We celebrated the Companys 115th anniversary and successfully implemented the Companys Customer First,People Led,Innovation Driven strategy.This resulted in revenue of over$100 billion for the first time in our 115-ye

48、ar history!The Company also reached its consolidated operating margin and return on invested capital goals one year earlier than originally anticipated,confirming managements successful execution of its Better not Bigger strategic framework,including efforts to optimize operations and improve the Co

49、mpanys cost structure.These results were delivered through a relentless focus on outstanding customer service,facilitated by the hard work and dedication of approximately 536,000 UPSers around the globe.The Company continued to create value for its customers and shareowners,even during a challenging

50、 operating environment,and despite evolving competitive pressures.Because of this success,we were able to return over$8.6 billion to shareowners in 2022 through dividends and share repurchases.The board understands that short-term operational and financial results alone are not enough.I am proud to

51、be affiliated with a Company that also has a long history of environmental and social responsibility and a culture of doing the right thing.Furthermore,our board has implemented a number of governance measures to enhance its oversight of matters important to key stakeholders,including our customers,

52、investors,employees and communities.We have a diverse board,which facilitates better decision-making and contributes to the success of our Company.We also continue to oversee the Companys progress towards its environmental and social goals.This commitment to good governance practices is an important

53、 driver of long-term value creation for shareowners.The information in this Proxy Statement and the Companys other disclosures provide a glimpse into how this culture has helped the Company thrive and execute its strategy with a sense of purpose.Finally,it is with regret that I am announcing Ann Liv

54、ermores retirement from the board at the Annual Meeting.When Ann joined the board in 1997,UPS was a private company.Ann has ably served on every committee of the board during her tenure and has been highly effective serving as chair of the Compensation and Human Capital Committee since 2013.She is a

55、 role model for countless women in the business community,and a leader on our board.On behalf of the entire board,I want to thank Ann for her exemplary service.In closing,I want to encourage all my fellow shareowners to vote.As we approach the Annual Meeting,please contact us with any questions or f

56、eedback at 404-828-6059.On behalf of the entire Board of Directors,thank you for your continued support.William JohnsonUPS Board Chair4 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementNotice of Annual MeetingUNITED PARCEL SERVICE,INC.55 Glenlake Parkway,N.E.,Atlanta,Georgia 30328 Dat

57、e and Time:May 4,2023,8:00 a.m.Eastern Time Place:The United Parcel Service,Inc.2023 Annual Meeting of shareowners will be held exclusively online via webcast at: Date:March 9,2023 Distribution Date:A Notice of Internet Availability of Proxy Materials or the Proxy Statement is first being sent to sh

58、areowners on or about March 20,2023.Voting:Holders of class A common stock are entitled to 10 votes per share;holders of class B common stock are entitled to one vote per share.Your vote is important.Please vote as soon as possible through the Internet,by telephone or by signing and returning your p

59、roxy card(if you received a paper copy of the proxy card).Your voting options are described on the Notice of Internet Availability of Proxy Materials,voting instruction form and/or proxy card.Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you p

60、rovide voting instructions.Voting your shares will help to ensure that your interests are represented at the meeting.Attending the Meeting:You or your proxy holder can participate,vote and ask questions at the meeting by visiting and using your 16-digit control number found on your proxy card,voting

61、 instruction form or Notice of Internet Availability of Proxy Materials.Shareowners who do not receive a 16-digit control number should consult their voting instruction form or Notice of Internet Availability of Proxy Materials and may need to request a legal proxy from their bank,broker or other no

62、minee in advance of the meeting in order to participate.For more information,see page 93.Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to be Held on May 4,2023:The Proxy Statement and our 2022 Annual Report are available at .Questions?Call 404-828-6059(opt

63、ion 2).By order of the Board of DirectorsNorman M.Brothers,Jr.SecretaryAtlanta,GeorgiaMarch 20,2023 56 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementUnited Parcel Service,Inc.2023 Annual Meeting of ShareownersItems of BusinessVoting ChoicesBoard VotingRecommendationsPageCompany Pro

64、posals:1.Elect 12 director nominees named in the Proxy Statement to serve until the 2024 Annual Meeting and until their respective successors are elected and qualified Vote for all nominees Vote against all nominees Vote for some nominees and against others Abstain from voting on one or more nominee

65、sFOREACHNOMINEE222.Advisory vote to approve named executive officer compensationVote for the proposal Vote against the proposal Abstain from voting on the proposalFOR653.Advisory vote on the frequency of future advisory votes to approve named executive officer compensationVote for an advisory vote e

66、very year Vote for an advisory vote every two years Vote for an advisory vote every three years Abstain from voting on the proposalEVERY YEAR664.Ratify the appointment of Deloitte&Touche LLP as our independent registered public accounting firm for 2023 Vote for ratification Vote against ratification

67、 Abstain from voting on the proposalFOR69Shareowner Proposals:5.-11.Advisory votes on 7 shareowner proposals,only if properly presented Vote for each proposal Vote against each proposal Abstain from voting on the proposalsAGAINSTEACHPROPOSAL72Proxy StatementUNITED PARCEL SERVICE,INC.55 Glenlake Park

68、way,N.E.,Atlanta,Georgia 30328This Proxy Statement contains important information about the 2023 Annual Meeting of Shareowners(the“Annual Meeting”).We are providing these proxy materials to you because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting.The Annu

69、al Meeting will be held online only on May 4,2023,at 8:00 a.m.Eastern Time,at can participate,ask questions and vote during the meeting through this website.All properly executed written proxies,and all properly completed proxies submitted through the Internet or by telephone,that are delivered purs

70、uant to this solicitation will be voted at the Annual Meeting in accordance with the directions given in the proxy,unless the proxy is revoked prior to the completion of voting at the meeting.Only owners of record of shares of the Companys common stock as of the close of business on March 9,2023(the

71、“Record Date”)are entitled to notice of,and to vote at,the Annual Meeting(or any adjournment or postponement of the Annual Meeting).We are first mailing this Proxy Statement on or about March 20,2023.Proxy Statement SummaryThe following summary highlights key information contained elsewhere in this

72、Proxy Statement.Corporate GovernanceSome of our key governance policies and practices include:A diverse and independent board;all our directors are independent,other than our Chief Executive Officer(“CEO”);An independent Board Chair who is highly engaged and experienced;Executive sessions of our ind

73、ependent directors at each board meeting;Annual elections for all directors;majority voting in uncontested director elections;Full board engagement in the strategic planning process,including an in-depth annual strategy review and overseeing progress throughout the year;A Risk Committee consisting e

74、ntirely of independent members that is responsible for oversight of enterprise risks,including cybersecurity risks;Regular evaluations of governance policies and practices,making changes when appropriate;including recently delegating additional cybersecurity oversight responsibilities to the Risk Co

75、mmittee,delegating additional human capital oversight responsibilities to the Compensation and Human Capital Committee,and adopting a director overboarding policy;Regular engagement with stakeholders on environmental,social and governance(“ESG”)matters;during this proxy season management contacted h

76、olders of over 47%of our class B common stock to discuss sustainability goals and initiatives,commitments to social justice and executive compensation matters;Annual board and committee self-evaluations,including one-on-one director discussions with the independent Board Chair;Comprehensive director

77、 orientation program;Robust stock ownership guidelines,including a target ownership of eight times annual salary for the CEO,five times annual salary for other executive officers and five times the annual retainer for directors;and Restrictions on executive officers and directors hedging or pledging

78、 their ownership in UPS stock.72023 Director NomineesHighlights92%Independent 61 years Average age 7.9 years Average tenure42%Female 33%Ethnically diverseSummary information about our director nominees is below.As a group,we believe our 12 director nominees have the appropriate skills and experience

79、 to effectively oversee and constructively challenge managements performance in the execution of our strategy.Ann Livermore,who has served as a director since 1997,is not up for re-election at the 2023 Annual Meeting.We thank Ann for her years of dedicated service and for her significant contributio

80、ns to UPS.For more information about our director nominees,see page 22.NameDirectorSincePrincipal OccupationCommittee(s)Independent Directors Rodney Adkins2013Former Senior Vice President,International Business Machines Corporation Risk(Chair)Compensation and Human CapitalEva Boratto2020Chief Financ

81、ial Officer,Opentrons Labworks,Inc.Audit(Chair)Michael Burns2005Former Chairman,President and Chief Executive Officer,Dana Incorporated AuditWayne Hewett2020Senior Advisor to Permira,and Non-Executive Chairman of Cambrex Corporation AuditAngela Hwang2020Chief Commercial Officer and President,Pfizer

82、Biopharmaceuticals Business,Pfizer,Inc.AuditKate Johnson2020President and Chief Executive Officer,Lumen Technologies,Inc.Nominating and Corporate Governance RiskWilliam Johnson(1)2009Former Chairman,President and Chief Executive Officer,H.J.Heinz Company Nominating and Corporate Governance(Chair)Exe

83、cutiveFranck Moison2017Former Vice Chairman,Colgate-Palmolive Company Nominating and Corporate Governance RiskChristiana Smith Shi2018Former President,Direct-to-Consumer,Nike,Inc.Compensation and Human Capital RiskRussell Stokes2020President and Chief Executive Officer,Commercial Engines and Service

84、s,GE Aerospace Compensation and Human Capital Nominating and Corporate GovernanceKevin Warsh2012Former Member of the Board of Governors of the Federal Reserve System,Distinguished Visiting Fellow,Hoover Institution,Stanford University Compensation and Human Capital Nominating and Corporate Governanc

85、eNon-Independent Director Carol Tom2003UPS Chief Executive Officer Executive(Chair)(1)Independent Board Chair8 Notice of Annual Meeting of Shareowners and 2023 Proxy Statement Executive CompensationCompensation PracticesA significant portion of executive compensation is at-risk and tied to Company p

86、erformance.This aligns executive decision-making with the long-term interests of our shareowners.We also have a longstanding owner-manager culture.Compensation practices that support these principles include:A balanced mix of cash and equity,providing a degree of financial certainty and appropriate

87、incentives to retain and motivate executives;Performance incentive equity awards which vest over multiple years,furthering both retention and incentive goals;Multiple distinct goals for annual and long-term performance incentive awards,avoiding overemphasis on any one metric and mitigating excessive

88、 risk-taking;Long-term performance incentive awards with a three-year performance period;Stock option awards that vest over a five-year period and only provide value if our stock price increases;Incentive compensation plans that include clawback provisions;Incentive compensation plan awards require

89、a“double trigger”both a change in control and a termination of employment to accelerate vesting;and No tax gross-ups on equity awards or golden parachute excise taxes.2022 Compensation ActionsKey 2022 compensation decisions affecting our executive officers included:Most total direct compensation was

90、 performance-based and considered“at risk”(90%for the CEO and 86%for all other named executive officers(“NEOs”)as a group),page 35;Base salary increases as a result of the annual salary review process,page 37;Bifurcated performance period for the annual incentive awards in light of continued economi

91、c uncertainty due to the COVID-19 pandemic,page 38;Annual incentive awards were earned at target,page 40;and Previously granted 2020 Long-Term Incentive Performance(“LTIP”)awards,which had three-year performance goals ending in 2022,were earned above target,page 43.For a discussion of important deci

92、sions made by the Compensation and Human Capital Committee during 2022 that will impact compensation in future years,see page 40.Say on Pay Vote and Say on Pay Voting FrequencyWe maintain executive compensation programs that support the long-term interests of our shareowners.We provide shareowners t

93、he opportunity to vote annually,on an advisory basis,to approve the compensation of our NEOs,as described in the Compensation Discussion and Analysis section and in the compensation tables and accompanying narrative disclosure in this Proxy Statement.For more information,see page 65.The board recomm

94、ends you vote FOR the advisory vote to approve NEO compensation.In addition,the Dodd-Frank Act and Section 14A of the Exchange Act requires us to provide shareowners with the opportunity to indicate,on an advisory basis at least once every six years,their preferences as to the frequency of future ad

95、visory votes to approve NEO compensation.Beginning in 2020,we voluntarily began providing shareowners with an annual say on pay vote.For more information,see page 66.The board recommends that you vote for future advisory votes to approve NEO compensation to be held EVERY YEAR.Ratify the Appointment

96、of the Independent Registered Public Accounting FirmThe Audit Committee of the Board of Directors has appointed Deloitte&Touche LLP as our independent registered public accounting firm for the year ending December 31,2023.The board recommends you vote FOR the ratification of the appointment of Deloi

97、tte&Touche LLP.For more information,see page 69.Shareowner ProposalsFor the reasons described in this Proxy Statement,the board recommends you vote AGAINST the shareowner proposals.Information about these proposals starts on page 72.9 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementC

98、orporate GovernanceThe Board of Directors is accountable to shareholders and operates within a governance structure that we believe provides appropriate checks and balances to create long-term value.The boards responsibilities include:Establishing an appropriate corporate governance structure;Suppor

99、ting and overseeing management in setting long-term strategic goals and applicable measures of value-creation;Providing oversight on the identification and management of materials risks;Establishing appropriate executive compensation structures;and Monitoring business issues that have the potential

100、to significantly impact the Companys long-term value.We regularly review and update our corporate governance policies and practices in response to the evolving needs of our business,shareowner and other stakeholder feedback,regulatory changes,and other corporate developments.Following is an overview

101、 of our corporate governance structure and processes,including key aspects of our board operations.Selecting Director NomineesMaintaining a board of individuals independent of management,with the appropriate skills and experience,and of the highest personal character,integrity and ethical standards,

102、is critical to the proper functioning of the board.The Nominating and Corporate Governance Committee seeks to promote diversity in the boardroom with respect to gender,age,ethnicity,skills,experience,perspectives,and other factors.Our directors biographies beginning on page 22 highlight factors that

103、 the board considered when nominating these individuals.Nomination Process1Board Composition Review The boards annual self-evaluation helps the Nominating and Corporate Governance Committee identify needs by assessing areas where additional diversity,perspectives,expertise,skills or experience may b

104、e desired.The Nominating and Corporate Governance Committee also conducts regular in-depth board composition reviews.2Candidate Identification The Nominating and Corporate Governance Committee uses a variety of sources to identify a diverse pool of potential candidates.Sources include board members,

105、members of management,independent consultants and shareowner recommendations.Prospective candidates are evaluated after taking into account feedback from consultants,management and board members,candidate background and qualification reviews,and open discussions between the Nominating and Corporate

106、Governance Committee and the full board.This process allows for active and ongoing consideration of potential directors with a focus on long-term Company strategy.3Shortlisted Candidates The Nominating and Corporate Governance Committee maintains a diverse list of potential director candidates accor

107、ding to desired skills,experiences and backgrounds.The list is reviewed at each Nominating and Corporate Governance Committee meeting and updated as appropriate.Each candidate is evaluated to ensure that existing and planned future commitments would not materially interfere with expected responsibil

108、ities to the Company.4Recommendation,Nomination and Election Candidates recommended by the Nominating and Corporate Governance Committee and approved by the board are nominated for election.Directors are elected annually.Result:5 new independent directors added since 2020;42%director refreshment sin

109、ce 2020.10 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementShareowner Recommendations,Nominations and Proxy AccessShareowner recommended director candidates are considered on the same basis as recommendations from other sources.Shareowners can recommend a candidate by writing to the

110、following address:UPS Corporate Secretary,55 Glenlake Parkway,N.E.,Atlanta,Georgia 30328.Submissions must contain the prospective candidates name and a detailed description of the experience,qualifications,attributes and skills that make the individual a suitable director candidate.We also provide p

111、roxy access for shareowner director nominees.A single shareowner,or group of up to 20 shareowners,that has owned at least 3 percent of UPSs outstanding stock continuously for at least three years,may include up to 20 percent of the board seats or two directors(whichever is greater),as director nomin

112、ees in UPSs proxy materials for an annual meeting of shareowners.Our Bylaws set forth the requirements for the formal shareowner nomination process for director candidates.For additional information,see page 97.Board Leadership StructureBased on the periodic evaluation and recommendation of the Nomi

113、nating and Corporate Governance Committee,the board determines the most appropriate board leadership structure,including who should serve as Board Chair,and whether the roles of Board Chair and CEO should be separated or combined.In making this determination,the board evaluates a number of factors,i

114、ncluding professional experience,operational responsibilities and corporate governance developments,into account.Beginning in October 2020,in connection with Carol Toms election as CEO,the board determined that it was in the best interests of the Company to enable Carol to focus on leading the Compa

115、ny,and separated the roles of Chair and CEO.Bill Johnson,who had been serving as our independent Lead Director,was appointed Board Chair.Bill has served on our board since 2009 and served as independent Lead Director from 2016 until October 2020.He has deep institutional knowledge of the Company and

116、 provides strong continuity of leadership.He devotes significant time to understanding our business and communicating with the CEO,and other directors,between meetings.He draws on his extensive knowledge of our business,industry,strategic priorities and competitive developments to set the boards age

117、ndas in collaboration with the CEO,and he seeks to ensure that board meetings are productive and interactions with the directors facilitate a useful exchange of viewpoints.Carol is available to all directors between meetings and meets regularly with the Board Chair,and with the directors individuall

118、y and as a group,to receive feedback from the board.Bills collaboration with Carol allows the board to focus attention on the issues of greatest importance to the Company and its shareowners and our CEO to focus primarily on leading the Company.Furthermore,all the members of each of the Audit Commit

119、tee,the Compensation and Human Capital Committee,the Nominating and Corporate Governance Committee and the Risk Committee are independent.Each committee is led by a chairperson who sets the meeting agendas and reports to the full board on the committees work.Additionally,the independent directors me

120、et in executive session without management present at each board meeting,as described below.Executive Sessions of Independent DirectorsDirectors hold executive sessions without management present at each regular board meeting.The Board Chair determines the agenda and presides at each session.The Boa

121、rd Chair generally invites the CEO to join a portion of the executive session to receive feedback from the board and when deemed appropriate otherwise.In addition,during the year the Board Chair meets individually with each director to discuss issues that are important to the board and to solicit an

122、d provide further feedback.11Board and Committee EvaluationsThe boards performance is critical to our long-term success and the protection of stakeholders interests.The board employs both an ongoing informal and a formal annual process to evaluate its performance and the contributions of individual

123、directors to the successful execution of the boards obligations.The Board Chair frequently considers the performance of the board and the boards committees and has informal discussions about individual director contributions to the board.The Board Chair shares feedback from these discussions with th

124、e full board and with individual board members.In addition,during 2022 the Board Chair met individually with each director to discuss overall board effectiveness and performance and potential 2023 board agenda items.Formal Evaluation Process1Detailed Formal Annual Evaluation Process The Board of Dir

125、ectors,Audit Committee,Compensation and Human Capital Committee,Nominating and Corporate Governance Committee,and Risk Committee each conduct an annual self-assessment.The Nominating and Corporate Governance Committee oversees the annual board assessment process and the implementation of the annual

126、committee self-assessments.2Questionnaires All board and committee members complete a detailed confidential questionnaire each year.The questionnaire provides for quantitative ratings in key areas,including overall board effectiveness,meeting effectiveness,access to information,information format,bo

127、ard committee structure,access to management,succession planning,meeting dialogue,communication with the CEO,operational reporting,financial oversight,capital structure and financing,capital spending,long-term strategic planning,risk oversight,crisis management and time management.The questionnaire

128、also allows directors to provide written feedback and make detailed anonymous comments.3Review The results of the committee self-assessments are reviewed by each committee and discussed with the full board.The Nominating and Corporate Governance Committee Chair reviews the results of committee self-

129、assessments and discusses the responses with the chairs of the other board committees as appropriate.The Nominating and Corporate Governance Committee Chair also reviews and discusses the board evaluation results with the full board.4Follow-up Matters requiring follow-up are addressed by the Nominat

130、ing and Corporate Governance Committee Chair or the chairs of the other committees as appropriate.ResultFeedback from evaluations has led to several improvements in board operations,including the format and delivery of board meeting materials,board meeting agendas and recurring topics,strategic plan

131、ning and oversight,director recruitment practices and orientation,allocation of responsibilities among the boards committees and succession planning.12 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementBoard Refreshment and Succession 7.9 years nominee average tenureNewer directors(10

132、years)The Nominating and Corporate Governance Committee regularly evaluates board composition and necessary skills as our business evolves over time.We seek a balance of knowledge and experience that comes from longer-term board service with new ideas and perspectives that can come from newer direct

133、ors.Since 2020,we have added five new directors,and have had four directors retire.The average tenure of the director nominees reflects an appropriate balance between different perspectives brought by newer and long-serving directors.Board Oversight of Strategic Planning The boards responsibilities

134、include oversight of strategic planning.Effective oversight requires a high level of constructive engagement between management and the board.The board leverages its substantial experience and expertise and is fully engaged in the Companys strategic planning process.Management develops and prioritiz

135、es strategic plans on an annual basis.Management then reviews these plans with the board on an annual basis,along with the Companys challenges,opportunities,industry dynamics,and legal,regulatory and governance developments,and other factors.Management provides the board comprehensive updates throug

136、hout the year regarding progress on the Companys strategic plans.Management also provides regular updates regarding the achievement of the Companys financial and other goals.In addition,the CEO communicates regularly with the board on important business opportunities,financial and operational perfor

137、mance matters,risks and other developments such as sustainability,human capital,labor and customer relations,both during and outside the regular board meeting cycle.Management Development and Succession Planning Succession planning and talent development are important at all levels within our organi

138、zation.The board oversees managements emergency and long-term succession plans at the executive officer level,most importantly the CEO position.The board annually reviews succession plans for senior management including the CEO,all in the context of the Companys overall business strategy and with a

139、focus on risk management.More broadly,the board and the Compensation and Human Capital Committee are regularly updated on key talent indicators for the overall workforce,including diversity,recruiting and development programs.The boards succession planning activities are ongoing and strategic and ar

140、e supported by board committees and independent third-party consultants as needed.In addition,the CEO annually provides an assessment to the board of senior leaders and their potential to succeed at key senior management positions.As a part of this process,potential leaders interact with board membe

141、rs through formal presentations and during informal events.We also utilize a formal director engagement program in which directors meet with individual executive officers,visit Company operations,participate in employee events and receive in-depth subject matter updates outside of the regular board

142、meeting process.These additional engagements encourage the ongoing exchange of ideas and information between directors and management,facilitate the boards oversight responsibilities,and support management development and succession planning efforts.13Risk OversightBoard Oversight of RiskBoard of Di

143、rectorsRisk management oversight is an essential board responsibility.The board regularly discusses our most significant risks and how these risks are being managed.The Companys enterprise risk management process is designed to identify potential events that may affect the achievement of the Company

144、s objectives or have a material adverse effect on the Company.The board reviews periodic assessments from this process and participates in the Companys annual risk survey.The board has delegated to its standing committees specific risk oversight responsibilities as set out below and receives regular

145、 reports from the committees on appropriate areas of risk management.Risk CommitteeAudit CommitteeCompensation and HumanCapital CommitteeNominating and CorporateGovernance CommitteeOversees managements identification and evaluation of strategic enterprise risks,including risks associated with intell

146、ectual property,operations,privacy,technology,information security,cybersecurity and cyber incident response,and business continuity.Oversees policies with respect to financial risk assessment,including guidelines to govern the process by which major financial and accounting risk assessment and mana

147、gement is undertaken.Considers risks associated with compensation policies and practices,with respect to both executive compensation and compensation generally,and considers other human capital risks.Considers risks related to certain ESG matters,including succession planning,political contributions

148、 and lobbying,sustainability and stakeholder engagement related risks.The Companys Chief Legal and Compliance Officer,Chief Digital and Technology Officer,Chief Information Security Officer,and the Vice President of Compliance and Internal Audit each meet individually with the Risk Committee on a re

149、gular basis.The Chair of the Risk Committee also meets frequently with the Chief Digital and Technology Officer between meetings.The Risk Committee updates the board annually on the Companys enterprise risk management survey and risk assessment results.The board provides feedback to the Company abou

150、t significant enterprise risks and assesses the Companys identification of its most significant risk areas.The Risk Committee also coordinates with the Audit Committee,including through periodic joint meetings,to enable the Audit Committee to perform its risk related responsibilities.In 2022,the Ris

151、k Committees charter was updated to provide additional clarity around the Committees cybersecurity oversight responsibilities.In addition to reviewing the Companys approach to cybersecurity risk assessment and mitigation,the Risk Committee;annually reviews the Companys cybersecurity insurance progra

152、m;at each meeting is briefed by the Chief Information Security Officer on cybersecurity risks,compliance,cybersecurity training programs,risk mitigation activities,key information security projects,opportunities and industry developments;reviews at least annually the Companys cybersecurity budget;re

153、views at each meeting the results of various internal cybersecurity audits;and reviews periodic independent third-party assessments and audits of the Companys cybersecurity programs.The Risk Committee also periodically receives briefings by outside experts on cybersecurity matters,and individual Ris

154、k Committee members have participated in various cybersecurity training programs.The Audit Committee has additional risk assessment and risk oversight responsibilities,specifically with respect to financial risk assessment.The Chief Legal and Compliance Officer,CEO,Chief Financial Officer and Vice P

155、resident of Compliance and Internal Audit each meet individually with the Audit Committee on a regular basis.In addition,the Companys Chief Legal and Compliance Officer reports directly to our CEO,providing visibility into the Companys risk profile.The board believes that the work undertaken by its

156、committees,together with the work of the full board and the Companys senior management,enables effective oversight of the Companys management of risk.14 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementStakeholder EngagementMaintaining open and honest dialogs with our stakeholders is

157、an important component of our corporate culture.Our management team participates in numerous investor meetings throughout the year to discuss our business,strategy and financial results.This includes in-person,telephone and webcast conferences,as well as key site visits.In addition,each year we unde

158、rtake an ESG stakeholder outreach program in which we discuss progress on our ESG journey.This year we contacted holders of over 47%of our class B common stock as a part of this program.Engagement provides us with the opportunity to understand issues of significant importance to stakeholders and to

159、receive feedback on our practices and disclosures.Similarly,it provides us with an opportunity to discuss how management believes its actions are aligned with long-term value creation.We also proactively correspond with other key stakeholders throughout the year.We share feedback from our financial

160、and ESG engagements with the board,the Compensation and Human Capital Committee,and the Nominating and Corporate Governance Committee as appropriate.We consider the views of our shareowners and other stakeholders when evaluating our ESG policies and practices;for example,in recent years we have:The

161、Compensation and Human Capital Committee considers shareowner feedback,along with the market information and analysis provided by its independent compensation consultant,when making decisions about our executive compensation programs.We have:Announced a number of environmental,social and human capit

162、al goals,including a carbon neutral by 2050 goal;Accelerated our sustainability reporting;Increased disclosures around individual director racial,ethnic and gender diversity;Increased our commitments to diversity,equity and inclusion,volunteerism and charitable giving;Separated the Board Chair and C

163、EO roles;Appointed an independent Board Chair;Increased board diversity;Committed to expanding reporting on lobbying activities;Revised the Risk Committee charter to specifically identify cybersecurity oversight responsibilities;and Revised the Compensation and Human Capital Committee charter to inc

164、lude oversight of performance and talent management,diversity,equity and inclusion,work culture and employee development and retention.Updated the peer group for executive and director compensation market comparisons;Enhanced the competitiveness of our performance-based annual compensation program;E

165、liminated single-trigger equity vesting following a change in control;Added relative total shareowner return as a component of our Long-Term Incentive Plan awards;Adopted performance metrics under incentive compensation plans better designed to tie payouts to increases in shareowner value;Provided a

166、dditional detail around the performance measures used for our annual and long-term incentive plans;Eliminated tax gross-ups;Entered into protective covenant agreements in favor of UPS with certain executive officers;and Added an individual payout cap to our annual incentive plan.15Political Contribu

167、tions and LobbyingOverviewResponsible participation in the political process is important to our success and the protection and creation of shareowner value.We participate in this process in accordance with good corporate governance practices.Our Political Contributions Policy(“policy”)is summarized

168、 below and is available at .In addition,we have recently committed to expanding our reporting around lobbying and trade association memberships.The Nominating and Corporate Governance Committee oversees the policy;Corporate political contributions are restricted;We publish a semi-annual political co

169、ntribution report on our investor relations website;and Eligible employees can make political contributions through a Company-sponsored political action committee(“UPSPAC”).UPSPAC is organized and operated on a voluntary,nonpartisan basis and is registered with the Federal Election Commission.Oversi

170、ght and Processes Political contributions are made in a legal,ethical and transparent manner that best represents the interests of stakeholders.Political and lobbying activities require prior approval of the UPS Public Affairs department and are subject to review(and in some cases prior approval)by

171、the Nominating and Corporate Governance Committee.Senior management works with Public Affairs on furthering our business objectives and protecting and enhancing shareowner value.The Chief Corporate Affairs Officer reviews political and lobbying activities and regularly reports to the board and the N

172、ominating and Corporate Governance Committee.Lobbying and Trade Associations Public Affairs coordinates our lobbying activities,including engagements with federal,state,and local governments.UPS is also a member of a variety of trade associations that engage in lobbying.Lobbying activities require p

173、rior approval of Public Affairs.The Nominating and Corporate Governance Committee regularly reviews UPSs participation in trade associations that engage in lobbying to determine if our involvement is consistent with UPS business objectives and whether participation exposes the Company to excessive r

174、isk.Lobbying activities are governed by comprehensive policies and practices designed to facilitate compliance with laws and regulations,including those relating to the lobbying of government officials,the duty to track and report lobbying activities,and the obligation to treat lobbying costs and ex

175、penses as nondeductible for tax purposes.Political Activity Transparency We believe we are transparent in our political activities.We publish a semi-annual political contribution report,which is reviewed and approved by the Nominating and Corporate Governance Committee.The report provides:Amounts an

176、d recipients of any federal and state Company political contributions in the United States(if any such expenditures are made);and The names of trade associations that receive$50,000 or more and that use a portion of the payment for political contributions,as reported by the trade association to the

177、Company.The report is available on our investor relations website at .We also publicly file a federal Lobbying Disclosure Act Report each quarter,providing information on activities associated with influencing legislation through communications with any member or employee of a legislative body,or wi

178、th any covered executive branch official.This report discloses expenditures for the quarter,describes the specific pieces of legislation that were the topic of communications,and identifies the individuals who lobbied on behalf of UPS.UPS files similar publicly available periodic reports with state

179、agencies reflecting state lobbying activities.16 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementSustainabilityWe are the worlds premier package delivery company and a leading provider of global supply chain management solutions.We offer a broad range of industry-leading products and

180、 services through our extensive global presence.Our services include transportation and delivery,distribution,contract logistics,ocean freight,air freight,customs brokerage and insurance.We operate one of the largest airlines and one of the largest fleets of alternative fuel vehicles under a global

181、UPS brand that stands for quality and reliability.We deliver packages each business day for approximately 1.6 million shipping customers to 1.1 million delivery recipients in over 220 countries and territories.In 2022,we delivered an average of 24.3 million packages per day,totaling 6.2 billion pack

182、ages during the year.Our success depends on economic stability,global trade and a society that welcomes opportunity.We understand the importance of acting responsibly as a business,an employer and a corporate citizen.The board regularly considers economic,environmental and social sustainability risk

183、s and opportunities as part of its involvement in UPSs strategic planning process.The board also regularly reviews the effectiveness of our risk management and due diligence processes related to material sustainability topics.The board delegates authority for day-to-day management of sustainability

184、matters to management.Our Chief Corporate Affairs and Sustainability Officer reports directly to the Companys CEO and regularly reports to the board regarding sustainability strategies,priorities,goals and performance.In addition,the board is regularly briefed on issues of concern for customers,unio

185、ns,employees,retirees,investors,governmental entities and other stakeholders.For additional information on board oversight,see page 14.Each year we publish corporate sustainability reports showcasing the goals,recent achievements and challenges of our commitment to balancing the economic,environment

186、al and social aspects of our business.In response to stakeholder interest,we are accelerating the timing of these reports to more closely align with our Annual Meeting.Following is a list of key goals discussed in more detail in these reports:By 2025:30%women in full-time management globally 40%ethn

187、ically diverse full-time management in the U.S.40%alternative fuel in ground operations 25%renewable electricity powering our facilitiesBy 2030:30 million volunteer hours(2011 baseline)50 million trees planted(2012 baseline)By 2035:30%sustainable aviation fuel in our air network 50%reduction in CO2e

188、 per global small package(2020 baseline)100%renewable electricity powering our facilitiesBy 2050:Achieve carbon neutralityThese reports are available at https:/ sustainability goals are aspirational and may change.Statements regarding our goals are not guarantees or promises that they will be met.17

189、Human Capital ManagementOur success is dependent upon our people,working together with a common purpose.We have approximately 536,000 employees(excluding temporary seasonal employees),of which 443,000 are in the U.S.and 93,000 are located internationally.Our global workforce includes approximately 9

190、0,000 management employees(44%of whom are part-time)and 446,000 hourly employees(50%of whom are part-time).More than 70%of our U.S.employees are represented by unions,primarily those employees handling or transporting packages.In addition,approximately 3,400 of our pilots are represented by the Inde

191、pendent Pilots Association(“IPA”).We believe that UPS employees are among the most motivated,highest-performing people in the industry and provide us with a meaningful competitive advantage.To assist with employee recruitment and retention,we continue to review the competitiveness of our employee va

192、lue proposition,including benefits and pay,employee training,talent development and promotion opportunities.Oversight and managementWe are creating an inclusive and equitable environment that brings together a broad spectrum of backgrounds,cultures and stakeholders.Leveraging diverse perspectives an

193、d creating inclusive environments improves our organizational effectiveness,cultivates innovation,and drives growth.Our board,directly and through the Compensation and Human Capital Committee,is responsible for oversight of human capital matters.Effective oversight is accomplished through a variety

194、of methods and processes including regular updates and discussions around human capital transformation efforts,technology initiatives impacting the workforce,health and safety matters,employee survey results related to culture and other matters,hiring and retention,employee demographics,labor relati

195、ons and contract negotiations,compensation and benefits,succession planning and employee training initiatives.In addition,the Compensation and Human Capital Committee charter was recently expanded to include oversight responsibility for performance and talent management,diversity,equity and inclusio

196、n,work culture and employee development and retention.We believe the boards oversight of these matters helps identify and mitigate exposure to labor and human capital management risks,and is part of the broader framework that guides how we attract,retain and develop a workforce that aligns with our

197、values and strategies.Total rewardsWe offer competitive compensation and benefits.In addition,our long history of employee stock ownership aligns the interests of our management team with shareowners.In the U.S.,benefits provided to our non-union employees typically include:comprehensive health insu

198、rance coverage;life insurance;short-and long-term disability coverage;child/elder care spending accounts;work-life balance programs;an employee assistance program;and a discounted employee stock purchase plan.We invest in our people by offering a range of other benefits,such as paid time off,retirem

199、ent plans,and education assistance.In the U.S.,these other benefits are generally provided to non-union employees without regard to full-time or part-time status.Transformation and human capitalAs we seek to capture new opportunities and pursue growth,we need employees to grow and innovate along wit

200、h us.We believe that transforming the UPS employee experience is foundational to our success.This requires a thoughtful balance between the culture we have cultivated over the years and the new perspectives we need to take the business into the future.This investment in capabilities to transform our

201、 business includes investing in employee growth opportunities such as professionalism,technical and other training.18 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementEmployee health and safetyWe are committed to industry-leading employee health,safety,and wellness programs across our

202、 workforce.We develop a culture of health and safety by:investing in safety training and audits;promoting wellness practices which mitigate risk;and offering benefits that keep employees safe in the workplace and beyond.Our local health and safety committees coach employees on UPSs safety processes

203、and are able to share best practices across work groups.Our safety methods and procedures are increasingly focused on the variables associated with residential delivery environments,which have become more common with the growth in e-commerce.We monitor our performance in this area through various me

204、asurable targets including lost time injury frequency and the number of recorded auto accidents.Collective bargainingWe bargain in good faith with the unions that represent our employees.We frequently engage union leaders at the national level and at local chapters throughout the United States.We pa

205、rticipate in works councils and associations outside the U.S.,which allows us to respond to emerging regional issues abroad.This work helps our operations to build and maintain productive relationships with our employees.We have approximately 330,000 employees employed under a national master agreem

206、ent and various supplemental agreements with local unions affiliated with the International Brotherhood of Teamsters.These agreements run through July 31,2023.We have approximately 3,400 pilots who are employed under a collective bargaining agreement with the IPA that becomes amendable September 1,2

207、023.In 2022,the IPA ratified a two-year contract extension.Terms of the agreement become effective September 1,2023 and continue in effect through September 1,2025.The economic provisions in the agreement include pay increases and enhanced pension benefits on substantially similar terms.Majority Vot

208、ing and Director Resignation PolicyOur Bylaws provide for majority voting in uncontested director elections.The number of votes cast for a nominee must exceed the number of votes cast against that person.Any incumbent director who does not receive a majority of the votes cast must offer to resign fr

209、om the board.In such an event,the Nominating and Corporate Governance Committee will recommend to the board whether to accept or reject the directors offer to resign after considering all relevant factors.The board will act on the recommendation within 90 days following certification of the election

210、 results after considering all relevant information.Any director who offers to resign must recuse himself or herself from the board vote,unless the number of independent directors who were successful incumbents is fewer than three.The board will promptly disclose its decision regarding any directors

211、 offer to resign,including its reasoning.If the board determines to accept a directors offer to resign,the Nominating and Corporate Governance Committee will recommend whether and when to fill such vacancy or whether to reduce the size of the board.Board Meetings and AttendanceThe board held five me

212、etings during 2022.Also,during 2022,the Audit Committee met nine times,the Compensation and Human Capital Committee met five times,the Nominating and Corporate Governance Committee met four times and the Risk Committee met four times.Prior to board meetings,the Board Chair and the boards committee c

213、hairs work with management to determine and prepare agendas for the meetings.Board meetings generally occur over two days.Board committees generally meet on the first day,followed by the board meeting.The second day typically consists of reports from each committee chair to the full board,additional

214、 presentations by internal business leaders or others with expertise in various subject matters,and an executive session consisting of only independent board members.The executive sessions are chaired by our independent Board Chair.All directors except one attended 100%of the total number of board a

215、nd any committee meetings of which he or she was a member in 2022.That individual attended over 93%of the total number of 19their board and any committee meetings.Our directors are expected to attend each annual meeting,and all thirteen directors attended the 2022 Annual Meeting.The independent dire

216、ctors met in executive session at all board meetings held in 2022.Code of Business ConductWe are committed to conducting our business in accordance with the highest ethical principles.Our Code of Business Conduct is applicable to anyone who represents UPS,including our directors,executive officers a

217、nd all other employees and agents of UPS.A copy of our Code of Business Conduct is available on our investor relations website at .Conflicts of Interest and Related Person TransactionsOur Audit Committee is responsible for overseeing our Code of Business Conduct,which includes policies regarding con

218、flicts of interest.The Code requires employees and directors to avoid conflicts of interest,defined as situations where the persons private interests conflict,or may appear to conflict,with the interests of UPS.We maintain a written related person transactions policy that applies to any transaction

219、or series of transactions in which:(1)the Company or any of its subsidiaries is a participant;(2)any“related person”(executive officer,director,greater than 5%beneficial owner of the Companys common stock,or an immediate family member of any of the foregoing)has or will have a material direct or ind

220、irect interest;and(3)the aggregate amount involved since the beginning of the Companys last completed fiscal year will exceed or may reasonably be expected to exceed$100,000.The policy provides that related person transactions that may arise during the year are subject to the Audit Committees reason

221、able prior approval.If advance approval of a related person transaction is not possible,then the transaction will be considered and,if deemed appropriate,ratified no later than the Audit Committees next regularly scheduled meeting.In determining whether to approve or ratify a transaction,the Audit C

222、ommittee will consider,among other factors it deems appropriate,whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstance,the extent of the related persons interest in the transaction,whether the transac

223、tion would impair independence of a non-employee director and whether there is a business reason for UPS to enter into the transaction.A copy of the policy is available on our investor relations website at .The Company did not engage in any related person transactions since January 1,2022 that requi

224、re disclosure in this Proxy Statement or under the Companys policy.At least annually,each director and executive officer completes a questionnaire in which they are required to disclose any business relationships that may give rise to a conflict of interest,including transactions where UPS is involv

225、ed and where an executive officer,a director or a related person has a direct or indirect material interest.We also review the Companys financial systems and any related person transactions to identify potential conflicts of interest.The Nominating and Corporate Governance Committee reviews a summar

226、y of this information and makes recommendations to the Board of Directors regarding each board members independence.We have immaterial ordinary course of business transactions and relationships with companies with which our directors are associated.The Nominating and Corporate Governance Committee r

227、eviewed the transactions and relationships that occurred since January 1,2022 and believes they were entered into on terms that are both reasonable and competitive and did not affect director independence.Additional transactions and relationships of this nature may be expected to take place in the o

228、rdinary course of business in the future.20 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementTransactions in Company StockWe prohibit our executive officers and directors from hedging or pledging their ownership in UPS stock.Specifically,they are prohibited from purchasing or selling

229、derivative securities relating to UPS stock and from purchasing financial instruments that are designed to hedge or offset any decrease in the market value of UPS securities.Furthermore,our employees,officers and directors are prohibited from engaging in short sales of UPS stock.Corporate Governance

230、 Guidelines and Committee ChartersOur Corporate Governance Guidelines and the charters for each of the boards committees are available on our investor relations website at .Each committee reviews its charter annually.In addition,the Nominating and Corporate Governance Committee reviews our Corporate

231、 Governance Guidelines annually and recommends any changes to the board for approval.When amending our committee charters or Corporate Governance Guidelines,we consider current governance trends and best practices,changes in regulatory requirements,advice from outside sources and input from stakehol

232、ders.Communicating with the Board of DirectorsStakeholders may communicate directly with the board,with the non-management directors as a group,or with any specific director,by writing to the UPS Corporate Secretary,55 Glenlake Parkway,N.E.,Atlanta,Georgia 30328.Please specify to whom your letter sh

233、ould be directed.After review by the Corporate Secretary,appropriate communications will be forwarded to the addressee.Advertisements,solicitations for business,requests for employment,requests for contributions,matters that may be better addressed by management or other inappropriate materials will

234、 not be forwarded.21Our Board of DirectorsProposal 1 Director ElectionsWhat am I voting on?Election of each of the 12 named director nominees to hold office until the 2024 Annual Meeting and until their respective successors are elected and qualified.Boards Recommendation:Vote FOR the election of ea

235、ch nominee.Vote Required:A director will be elected if the number of votes cast for that director exceeds the number of votes cast against that director.The board has nominated the individuals named below for election as directors at the Annual Meeting.Ann Livermore,who has served as a director sinc

236、e 1997,is not up for re-election at the Annual Meeting.We thank Ann for her service and for her significant contributions to UPS.As of the Annual Meeting,the size of the board will be reduced from 13 to 12 directors.All nominees were elected by shareowners at our last Annual Meeting.If elected,all n

237、ominees are expected to serve until the next Annual Meeting and until their respective successors are elected and qualified.If any nominee is unable to serve as a director,the board may reduce the number of directors that serve on the board or choose a substitute nominee.Any nominee who is currently

238、 a director,and for whom more votes are cast against than are cast for,must offer to resign from the board.Diversity with respect to gender,age,ethnicity,skills,experience,perspectives,and other factors is a key consideration when identifying and recommending director nominees.Diversity in our board

239、room supports UPSs continued success.While we do not have a formal policy on board diversity,our Corporate Governance Guidelines emphasize diversity,and the Nominating and Corporate Governance Committee actively considers diversity in recruitment and nominations of director candidates.The Nominating

240、 and Corporate Governance Committee assesses board diversity through periodic board composition evaluations.As a group,our director nominees effectively oversee and constructively challenge managements performance in the execution of our strategy.Our directors broad professional skills and experienc

241、es contribute to a wide range of perspectives in the boardroom.The Nominating and Corporate Governance Committee regularly assesses the skills and experience necessary for our board to function effectively and considers where additional expertise may be needed.Biographical information about the dire

242、ctor nominees appears below,including information about the experience,qualifications,attributes,and skills considered by our Nominating and Corporate Governance Committee and board in determining that the nominee should serve as a director,and director demographics.For additional information about

243、how we identify and evaluate nominees for director,see page 10.22 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementDirector Nominee Skills,Experience and Diversity Highlights92%Independent 61 years Average age 7.9 years Average tenure42%Female 33%Ethnically diverseSkills and Experienc

244、e/AttributesCEOlllllCFOllConsumer/RetaillllllDigital TechnologyllllGeopolitical RiskllGlobal/InternationallllllllHealthcarelllHuman Capital ManagementlllOperationalllllllllRisk/Compliance/GovernmentlllllSales/MarketinglllllSmall and Medium-Sized BusinesseslllSupply Chain ManagementllllllTechnology/T

245、echnology StrategyllllOther Public Company Board ServicellllllllRace/EthnicityAsian/Asian AmericanlBlack/African AmericanlllWhitellllllllGenderFemalelllllMalelllllll 23Director Nominee Biographical InformationCarol TomUPS Chief Executive OfficerCareerCarol was appointed UPSs Chief Executive Officer

246、effective June 2020.As CEO,Carol has primary responsibility for managing the Companys day-to-day operations,and for developing and communicating our strategy.She was Chief Financial Officer of The Home Depot,Inc.,one of the worlds largest retailers,from 2001;and Executive Vice President Corporate Se

247、rvices from 2007 until her retirement in 2019.At The Home Depot,she provided leadership in the areas of real estate,financial services and strategic business development.Her corporate finance duties included financial reporting and operations,financial planning and analysis,internal audit,investor r

248、elations,treasury and tax.She previously served as Senior Vice President Finance and Accounting and Treasurer from 2000 until 2001;and from 1995 until 2000 she served as Vice President and Treasurer at The Home Depot.Carol serves on the Board of Directors of Verizon Communications,Inc.and served on

249、the Board of Directors of Cisco Systems,Inc.until 2020.Reasons for election Carol has a thorough understanding of our strategies and operations as a result of serving as Chief Executive Officer,and from her extensive experience gained from serving on the board and as Chair of the Audit Committee pri

250、or to becoming Chief Executive Officer.She has an in-depth knowledge of logistics and has broad experience in corporate finance and risk and compliance gained throughout her career at The Home Depot.She brings the experience of having served as Chief Financial Officer of a complex,multi-national bus

251、iness with a large,labor intensive workforce.Carol also has experience with strategic business development,including e-commerce strategy.Age:66 Director since 2003Board Committee Executive(Chair)24 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementRodney AdkinsFormer Senior Vice Presid

252、ent,International Business Machines CorporationCareerRod is President of 3RAM Group LLC,a private company specializing in capital investments,business consulting and property management services.Prior to that role,Rod served as IBMs Senior Vice President of Corporate Strategy until retiring in 2014.

253、Rod was previously IBMs Senior Vice President,Systems and Technology Group,a position he held since 2009,and senior vice president of STG development and manufacturing,a position he held since 2007.In his over 30-year career with IBM,a multinational technology company,Rod held a number of other deve

254、lopment and management roles,including general management positions for the PC Company,UNIX Systems and Pervasive Computing.Rod currently serves as non-executive Chairman of Avnet,Inc.,in addition to serving on the Boards of Directors of PayPal Holdings,Inc.and W.W.Grainger,Inc.He also served on the

255、 Board of Directors of PPL Corporation until 2019.Reasons for election As a senior executive of a public technology company,Rod gained a broad range of experience,including experience in emerging technologies and services,global business operations,and supply chain management.He is a recognized lead

256、er in technology and technology strategy.In addition,Rod has experience serving as a director of other publicly traded companies.Age:64Director since 2013Board Committees Risk(Chair)Compensation and Human CapitalEva BorattoChief Financial Officer,Opentrons Labworks,Inc.CareerEva is the Chief Financi

257、al Officer at Opentrons Labworks,Inc.,a private biotechnology company leveraging its integrated lab platform to accelerate the pace of innovation in life sciences.She has served in this role since February 2022.Eva served as Executive Vice President and Chief Financial Officer for CVS Health Corpora

258、tion,a diversified health services company,from 2018 until her retirement in 2021.In this role,Eva was responsible for all aspects of the companys financial strategy and operations,including accounting and financial reporting,investor relations,mergers and acquisitions,treasury and capital planning,

259、investments,risk management,tax,budgeting and planning,and procurement.Prior to this role,from 2017 to 2018,Eva was Executive Vice President,Controller and Chief Accounting Officer for CVS Health.She served as Senior Vice President and Chief Accounting Officer of CVS Health from 2013 to 2017.Eva joi

260、ned CVS in 2010 and served as Senior Vice President for pharmacy benefit management finance until 2013.Reasons for election Eva has extensive corporate finance experience gained throughout her career at CVS Health and during her time at Opentrons Labworks.She also brings the experience of having ser

261、ved as Chief Financial Officer of a complex healthcare business with a large workforce and extensive retail presence,and at a smaller,growth oriented business,including deep knowledge of financial reporting and accounting standards.Eva also provides experience with strategic risk management and sign

262、ificant expertise in healthcare matters.Age:56Director since 2020Board Committee Audit(Chair)25Michael BurnsFormer Chairman,Chief Executive Officer and President,Dana IncorporatedCareerMike was the Chairman,President and Chief Executive Officer of Dana Incorporated,a global manufacturer of technolog

263、y driveline,sealing and thermal-management products,from 2004 until his retirement in 2008.He joined Dana Incorporated in 2004 after 34 years with General Motors Company.During his tenure at General Motors,Mike held various positions of increasing responsibility,including serving as President of Gen

264、eral Motors Europe AG from 1998 to 2004.Reasons for election Mike has years of senior leadership experience gained while managing large,complex businesses and leading an international organization that operated in a highly competitive industry.He also has experience in design,engineering,manufacturi

265、ng,and sales and distribution.Mike also brings deep knowledge of technology and the supply of components and services to major vehicle manufacturers.Age:71Director since 2005Board Committee AuditWayne HewettSenior Advisor to Permira and Non-Executive Chairman,Cambrex CorporationCareerSince 2018,Wayn

266、e has served as a senior advisor to Permira,a global private equity firm,and since 2020,as Non-Executive Chairman of Cambrex Corporation,a leading contract developer and manufacturer of active pharmaceutical ingredients and a private portfolio company of Permira Funds.In addition,since 2021,he has s

267、erved as a director of Lytx,a telematics solutions provider and a portfolio company of Permira Funds.From 2018 to 2021,Wayne also served as Non-Executive Chairman of DiversiTech Corporation,a manufacturer and supplier of HVAC equipment.Wayne served as Chief Executive Officer and as a member of the B

268、oard of Directors of Klckner Pentaplast Group,a leading supplier of plastic films for pharmaceutical,medical devices,food and other specialty applications,from 2015 to 2017.He also served as President and as a member of the Board of Directors of Platform Specialty Products Corporation during 2015,an

269、d as President,Chief Executive Officer and as a member of the Board of Directors of Arysta LifeScience Corporation from 2010 to 2015.Arysta was acquired in 2015 by Platform Specialty Products Corporation.Prior to joining Arysta,he served as a senior consultant to GenNx360,a private equity firm focus

270、ed on sponsoring buyouts of middle market companies.He also spent over two decades at General Electric Company,serving in a variety of executive roles.Wayne currently serves on the Boards of Directors of The Home Depot,Inc.and Wells Fargo,Inc.Reasons for election Wayne has extensive experience in ge

271、neral management,finance,supply chain,operational and international matters gained through serving in various executive roles.He has significant experience executing company-wide initiatives across large organizations,developing proprietary products,optimizing supply chains,and using emerging techno

272、logies to provide new products and services.He brings insights on business operations and risk management through his senior management roles.In addition,Wayne has valuable experience serving as a director of other publicly traded companies.Age:58Director since 2020Board Committee Audit26 Notice of

273、Annual Meeting of Shareowners and 2023 Proxy StatementAngela HwangChief Commercial Officer and President,Pfizer Biopharmaceuticals Business,Pfizer,Inc.CareerAngela has been a member of Pfizer,Inc.s Executive Team since 2018 and currently is Chief Commercial Officer and President of the Pfizer Biopha

274、rmaceuticals Business,a position she has held since 2019.In this role,Angela leads Pfizers entire commercial business which includes six different businesses reaching patients in more than 125 countries.Angela has been with Pfizer since 1997,working across all geographies and therapeutic areas.Prior

275、 to her current role,during 2018 she served as Group President,Pfizer Essential Health;and from 2016 to 2018 she was Global President Pfizer Inflammation and Immunology.Angela has served in various roles with increasing responsibility,including senior roles in Pfizer Vaccines,Primary Care,and Emergi

276、ng Markets.Angela sits on the boards of the European Federation of Pharmaceutical Industries and Associations,the Pfizer Foundation,a charitable organization that addresses global health challenges,and the US China Business Council.Reasons for election Angela has significant expertise in the healthc

277、are sector and in managing large complex businesses,including supply chain management and logistics.She also has experience in emerging markets gained through her work across many geographies.Angela is also a strong advocate for womens leadership and sustainable global health equity.Age:57Director s

278、ince 2020Board Committee AuditKate JohnsonPresident and Chief Executive Officer,Lumen Technologies,Inc.CareerKate is the President,CEO and a member of the board of directors of Lumen Technologies,Inc.,a multinational technology company that integrates network assets,cloud connectivity,security solut

279、ions and voice and collaboration tools into one platform for businesses.She has served in these roles since November 2022.Previously,Kate served as President of Microsoft U.S.,a division of Microsoft Corporation,from 2017 until 2021.She had responsibility for Microsofts U.S.activities,including grow

280、ing the companys solutions,services,and support revenues.Prior to Microsoft,she held various senior positions with GE,including Executive Vice President and Chief Commercial Officer GE Digital,from 2016 to 2017;Chief Executive Officer GE Intelligent Platforms Software,from 2015 to 2016;and Vice Pres

281、ident and Chief Commercial Officer,from 2013 to 2015.Reasons for election Kate has significant public company leadership experience,including CEO experience and experience leading businesses within large companies undergoing transformation,large systems companies,and technology companies.She brings

282、a strong commercial orientation,strategic experience and technical acumen.Age:55Director since 2020Board Committees Nominating and Corporate Governance Risk 27William JohnsonFormer Chairman,President and Chief Executive Officer,H.J.Heinz CompanyCareerBill currently serves as UPSs Board Chair,and pre

283、viously served as Chairman,President and Chief Executive Officer of H.J.Heinz Company,a global packaged foods manufacturer,from 2000 until his retirement in 2013.He became President and Chief Operating Officer of H.J.Heinz in 1996,and assumed the position of President and Chief Executive Officer in

284、1998.Bill serves on the Board of Directors of Sovos Brands,Inc.He previously served on the Board of Directors of PepsiCo,Inc.until 2020.Reasons for election Bill has significant senior management experience gained through over 13 years of service as the Chairman and Chief Executive Officer of H.J.He

285、inz,a corporation with significant international operations and a large,labor intensive workforce.He also has deep experience in operations,marketing,brand development and logistics.He served as our lead independent director from 2016 to 2020,and he has served as our independent Board Chair since 20

286、20,during which time he has gained significant knowledge and expertise about our board functions,operations,business and strategy.Age:74Director since 2009 Board Chair since 2020 Lead Director 2016 2020Board Committees Nominating and Corporate Governance(Chair)ExecutiveFranck MoisonFormer Vice Chair

287、man,Colgate-Palmolive CompanyCareerFranck was Vice Chairman for the Colgate-Palmolive Company,a global consumer products company,a position he held from 2016 until his retirement in 2018.He led Colgate-Palmolives operations in Asia,South Pacific and Latin America,and he also led Global Business Deve

288、lopment.Previously,he was Chief Operating Officer of Emerging Markets from 2010 until 2016,and he was given additional responsibility for Business Development in 2013.Beginning in 1978,Franck served in various management positions with Colgate-Palmolive,including President,Global Marketing,Global Su

289、pply Chain&R&D from 2007 to 2010;and President,Western Europe,Central Europe and South Pacific from 2005 to 2007.He serves on the Boards of Directors of Hanes Brands,Inc.and SES-imagotag in France.He is the Chairman of the International Advisory Board of the EDHEC Business School(Paris,London,Singap

290、ore)and is a member of the International Board of the McDonough School of Business at Georgetown University.Reasons for election Franck has extensive experience as a senior executive at a large organization engaged in international business.He is a leader in consumer product innovation,strategic mar

291、keting,acquisitions,and emerging market business development.He is a highly accomplished marketing and operating executive in the global consumer products industry.In addition,Franck has experience serving as a director of other publicly traded companies.Age:69Director since 2017Board Committees Nom

292、inating and Corporate Governance Risk28 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementChristiana Smith ShiFormer President of Direct-to-Consumer,Nike,Inc.CareerChristiana is the founder and principal at Lovejoy Advisors,LLC,an advisory services firm that assists clients with digita

293、lly transforming consumer and retail businesses.She was the President,Direct-to-Consumer,for Nike,Inc.,a global apparel company,from 2013 until 2016.From 2012 through 2013,she was Nikes Vice President and General Manager,Global Digital Commerce.She joined Nike in 2010 as Vice President and Chief Ope

294、rating Officer,Global Direct-to-Consumer.Prior to joining Nike,Christiana spent 24 years at global management consulting firm McKinsey&Company,the last 10 as a senior partner.She began her career at Merrill Lynch&Company in 1981 and served in various trading,institutional sales and investment bankin

295、g roles.Christiana also serves on the Boards of Directors of Mondelz International,Inc.and Columbia Sportswear Company.She served on the Board of Directors of Williams-Sonoma,Inc.until 2019.Reasons for election Christiana has substantial experience in digital commerce,global retail operations and he

296、lping companies with transformative change.She also has strong supply chain and cost management expertise in the global consumer industry.She gained experience advising senior executives at consumer companies across North America,Europe,Latin America and Asia on leadership and strategy.Christiana al

297、so has extensive public company board experience.Age:63Director since 2018Board Committees Compensation and Human CapitalRiskRussell StokesPresident and Chief Executive Officer Commercial Engines and Services,GE AerospaceCareerRussell is President and Chief Executive Officer,Commercial Engines and S

298、ervices,GE Aerospace,a world-leading provider of jet engines,components and integrated systems for commercial and military aircraft,and a provider of services to support these offerings.He has served in these roles since July 2022 and is responsible for an industry-leading portfolio of engines and s

299、ervices.Russell previously served as President and CEO of GE Aviation Services from 2020 until 2022,where he was responsible for commercial growth,operating performance and customer experience across its global Overhaul and Repair footprint.Prior to this role,Russell was president and CEO of GE Powe

300、r Portfolio from 2019 to 2020,GE Power from 2017 to 2019,GE Energy Connections from 2015 to 2017,and GE Transportation from 2013 to 2015.He has held other senior roles at GE Transportation and GE Aviation.Russell joined GE in 1997 as part of GEs Financial Management Program.Reasons for election Duri

301、ng his more than 25-year career at GE,Russell has gained deep finance and operating experience through navigating multiple industries,business segments,and market cycles.He has extensive experience in transforming businesses by moving complex business issues into focused,targeted actions for improve

302、ment.He has experience in developing solutions and technology required to successfully implement business strategies.Age:51Director since 2020Board Committees Compensation and Human Capital Nominating and Corporate Governance 29Kevin WarshFormer Member of the Board of Governors of the Federal Reserv

303、e System,Distinguished Visiting Fellow,Hoover Institution,Stanford UniversityCareerKevin serves as the Shepard Family Distinguished Visiting Fellow in Economics at Stanford Universitys Hoover Institution,a public policy think tank,and as a Deans Visiting Scholar and lecturer at Stanfords Graduate Sc

304、hool of Business.He also serves as advisor at Duquesne Family Office LLC and is a member of the Group of Thirty(G30)and the Panel of Economic Advisers of the Congressional Budget Office(CBO).He was a member of the Board of Governors of the Federal Reserve from 2006 until 2011.From 2002 until 2006,Ke

305、vin served at the White House as President George W.Bushs special assistant for economic policy and as executive secretary of the National Economic Council.Kevin was previously employed by Morgan Stanley&Co.,eventually serving as vice president and executive director of the Mergers and Acquisitions

306、department.He also serves on the Board of Directors of Coupang,Inc.Reasons for election Kevin has extensive experience in understanding and analyzing the economic environment,the financial marketplace and monetary policy.He has a deep understanding of the global economic and business environment.Kev

307、in also brings the experience of working in the private sector for a leading investment bank gained during his tenure at Morgan Stanley&Co.Age:52Director since 2012Board Committees Compensation and Human Capital Nominating and Corporate GovernanceDirector Independence Having a significant majority o

308、f non-management independent directors encourages robust debate and challenged opinions in the boardroom.Our Corporate Governance Guidelines include director independence standards consistent with the New York Stock Exchange(“NYSE”)listing standards.Our Corporate Governance Guidelines are available

309、on the governance section of our investor relations website at .The board has evaluated each directors independence and considered whether there were any relevant relationships between UPS and each director,or any member of his or her immediate family.The board also examined whether there were any r

310、elationships between UPS and organizations where a director is or was a partner,principal shareowner or executive officer.Specifically,the board evaluated certain ordinary course business transactions and relationships between UPS and the organizations that currently or in the prior year employed Ev

311、a Boratto,Mike Burns,Wayne Hewett,Angela Hwang,Kate Johnson,Russell Stokes and Kevin Warsh,or their immediate family members,as an executive officer.The board also evaluated the ordinary course business transactions and relationships between UPS and any organizations where Rod Adkins,Wayne Hewett,Ch

312、ristiana Smith Shi and Kevin Warsh,or their immediate family members,were a partner or principal shareowner.In each case,no such transactions exceeded the thresholds in UPSs Corporate Governance Guidelines.The board determined that none of these transactions or relationships were material to the Com

313、pany,the individuals or the organizations with which they were associated.The board has determined that each director nominee(other than our CEO,Carol Tom),is independent.With respect to Ann Livermore,who currently serves as a director but has not been nominated for re-election,the board has determi

314、ned that she was independent.All members of the Audit Committee,Compensation and Human Capital Committee,Nominating and Corporate Governance Committee and Risk Committee are independent,and all members of the Audit Committee and the Compensation and Human Capital Committee meet the additional indepe

315、ndence criteria applicable to directors serving on these committees under New York Stock Exchange listing standards.30 Notice of Annual Meeting of Shareowners and 2023 Proxy StatementCommittees of the Board of DirectorsThe board has four committees composed entirely of independent directors as defin

316、ed by the NYSE and by our director independence standards.Information about each of these committees is provided below.The board also has an Executive Committee that may exercise all powers of the Board of Directors in the management of our business and affairs,except for those powers expressly rese

317、rved to the board under Delaware law or otherwise limited by the board.Carol Tom is the Chair,and Ann Livermore and Bill Johnson also serve on the Executive Committee.Audit Committee(1)Compensation and HumanCapital Committee(2)Nominating and CorporateGovernance CommitteeRisk CommitteeEva Boratto,Cha

318、irMichael BurnsWayne HewettAngela HwangAnn Livermore,ChairRodney AdkinsChristiana Smith ShiRussell StokesKevin WarshWilliam Johnson,ChairKate JohnsonFranck MoisonRussell StokesKevin WarshRodney Adkins,ChairKate JohnsonAnn LivermoreFranck MoisonChristiana Smith Shi Meetings in 2022:9Meetings in 2022:

319、5Meetings in 2022:4Meetings in 2022:4Primary ResponsibilitiesPrimary ResponsibilitiesPrimary ResponsibilitiesPrimary ResponsibilitiesAssisting the board in discharging its responsibilities relating to our accounting,reporting and financial practicesOverseeing our accounting and financial reporting p

320、rocessesOverseeing the integrity of our financial statements,our systems of disclosure controls and internal controlsOverseeing the performance of our internal audit functionEngaging and overseeing the performance of our independent accountantsOverseeing compliance with legal and regulatory requirem

321、ents as well as our Code of Business ConductDiscussing with management policies with respect to financial risk assessmentAssisting the board in discharging its responsibilities with respect to compensation of our senior executive officersReviewing and approving corporate goals and objectives relevan

322、t to the compensation of our CEOEvaluating the CEOs performanceOverseeing the evaluation of risk associated with our compensation strategy and programsOverseeing any outside consultants retained to advise the CommitteeRecommending to the board the compensation for non-management directorsOverseeing

323、performance and talent management,diversity,equity and inclusion,work culture and employee development and retentionAddressing succession planningAssisting the board in identifying and screening qualified director candidates,including shareowner submitted candidatesRecommending candidates for electi

324、on or reelection,or to fill vacancies,on the boardAiding in attracting qualified candidates to serve on the boardRecommending corporate governance principles,including the structure,composition and functioning of the board and all board committees,the delegation of authority to subcommittees,board o

325、versight of management actions and reporting duties of managementOverseeing managements identification and evaluation of enterprise risksOverseeing and reviewing with management the Companys risk governance frameworkOverseeing risk identification,tolerance,assessment and management practices for str

326、ategic enterprise risks,including cybersecurity risks and cyber incident responseReviewing approaches to risk assessment and mitigation strategies in coordination with the board and other board committeesCommunicating with the Audit Committee to enable the Audit Committee to perform its statutory,re

327、gulatory,and other responsibilities with respect to oversight of risk assessment and risk management(1)All members of the Audit Committee have been designated by the Board of Directors as audit committee financial experts.Each member of the Audit Committee meets the independence requirements of the

328、NYSE and Securities and Exchange Commission(“SEC”)rules and regulations applicable to audit committee members,and each is financially literate.(2)Each member of the Compensation and Human Capital Committee meets the NYSEs independence requirements applicable to compensation committee members.In addi

329、tion,each member is a non-employee director as defined in Rule 16b-3 under the Securities Exchange Act of 1934.None of the members is or was during 2022 an employee or former employee of UPS,and none had any direct or indirect material interest in or relationship with UPS outside of his or her posit

330、ion as a non-employee director.The Compensation and Human Capital Committee may delegate its responsibilities to subcommittees of one or more directors as it may deem appropriate.For information regarding the role of our executive officers and the committees independent compensation consultant in de

331、termining or recommending the amount or form of executive and director compensation(as applicable),please see the Compensation Discussion and Analysis section and the Director Compensation section below in this Proxy Statement.Compensation Committee Interlocks and Insider Participation:None of our e

332、xecutive officers serves or served during 2022 as a member of a board of directors or compensation committee of any entity that has one or more executive officers who serve on our Board of Directors or Compensation and Human Capital Committee.31Director CompensationThe Compensation and Human Capital

333、 Committee of the Board of Directors evaluates director compensation with the assistance of its independent compensation consultant,Frederic W.Cook&Co.,Inc.(“FW Cook”).For service in 2022,our non-employee directors received a cash retainer of$111,250 and a restricted stock unit(“RSU”)award valued at$175,000.Equity compensation links director pay to the value of Company stock and aligns the interes