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0001090727falseMarch 3, 202500010907272025-03-032025-03-030001090727exch:XNYS2025-03-032025-03-030001090727exch:XNYSups:SeniorNotes1625Due2025Member2025-03-032025-03-030001090727exch:XNYSups:SeniorNotes1Due2028Member2025-03-032025-03-030001090727exch:XNYSups:SeniorNotes1.500Due2032Member2025-03-032025-03-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2025

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United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-15451 58-2480149
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)

      55 Glenlake Parkway, N.E., Atlanta, Georgia                30328
(Address of principal executive offices)                 (Zip Code)
Registrant’s telephone number, including area code (404) 828-6000
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Class B common stock, par value $0.01 per share UPS New York Stock Exchange
1.625% Senior Notes Due 2025 UPS25 New York Stock Exchange
1% Senior Notes due 2028 UPS28 New York Stock Exchange
1.500% Senior Notes due 2032 UPS32 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐









Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 3, 2025, the Board of Directors (the “Board”) of United Parcel Service, Inc. (“UPS”), upon recommendation of the Board’s Nominating and Corporate Governance Committee, increased the size of the Board to thirteen members and appointed Kevin P. Clark, age 62, to the Board. Mr. Clark is the Chairman and Chief Executive Officer of Aptiv PLC. If elected to the Board by shareowners at the UPS 2025 annual meeting of shareowners, Mr. Clark will then join the Audit Committee of the Board.

Mr. Clark will receive compensation as a non-employee director in accordance with UPS’s director compensation practices substantially as described in its proxy statement for its 2024 annual meeting of shareowners, filed with the Securities and Exchange Commission on March 18, 2024. Other than these standard compensation arrangements, there are no arrangements or understandings between Mr. Clark and any other person pursuant to which Mr. Clark was selected as a director.

Mr. Clark is not a party to any transaction with UPS that would require disclosure under Item 404(a) of Regulation S-K

Item 7.01 — Regulation FD Disclosure.

The press release issued on March 3, 2025 announcing Mr. Clark's election to the Board is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. — Financial Statements and Exhibits.

(d) Exhibits

Exhibit    
Number   Description
     
99.1
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

The information included in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by reference in any such filing.



Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UNITED PARCEL SERVICE, INC.
Date: March 3, 2025 By: /s/ NORMAN M. BROTHERS, JR.
Name: Norman M. Brothers, Jr.
Title: Executive Vice President, Chief Legal and Compliance Officer


EX-99.1 2 exhibit991-kclarkbodpressr.htm EX-99.1 - PRESS RELEASE ISSUED MARCH 3, 2025 Document

Exhibit 99.1
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Contact:
UPS Media Relations: pr@ups.com
UPS Investor Relations: investor@ups.com

 UPS APPOINTS KEVIN CLARK TO BOARD OF DIRECTORS

ATLANTA, March 3, 2025 – UPS (NYSE: UPS) today announced the appointment of Kevin Clark to the UPS Board of Directors, effective immediately.

Mr. Clark is Chair and Chief Executive Officer of Aptiv PLC, a global technology company focused on making the world safer, greener, and more connected. Aptiv’s industry-leading portfolio of advanced software, compute, interconnect, and electrical architecture solutions is driving transformation across industries, including automotive, aerospace and defense, telecommunications, commercial vehicle, and industrial markets.

“Kevin’s deep expertise in finance, technology, mobility, and industrial transformation make him an outstanding addition to the board, strengthening our stewardship of UPS,” said William Johnson, Chairman of UPS Board of Directors. “We’re excited to have Kevin join us and look forward to his contributions.”

Mr. Clark, 62, was named Aptiv Chair and CEO in 2022, and has successfully led the creation and implementation of Aptiv's business and technology strategies. He joined Aptiv in 2010 as Chief Financial Officer and served as Aptiv’s Chief Operating Officer before being named President and CEO in 2015. Prior to Aptiv, he was a founding partner of Liberty Lane Partners, LLC, and held leadership roles at Fisher Scientific International Inc. Kevin has both a bachelor's degree in financial administration and a Master of Finance from Michigan State University.

“Kevin brings a wealth of knowledge and experience in healthcare and technology, which are strategic areas for UPS,” said Carol Tomé, UPS Chief Executive Officer. “We regularly evaluate our board, and his addition strengthens our perspectives in critical areas where we aim to accelerate growth. We’re thrilled to have him join us.”

Mr. Clark is expected to join the board’s Audit Committee following UPS’s 2025 Annual Meeting of Shareowners.



About UPS
UPS (NYSE: UPS) is one of the world’s largest companies, with 2024 revenue of $91.1 billion, and provides a broad range of integrated logistics solutions for customers in more than 200 countries and territories. Focused on its purpose statement, “Moving our world forward by delivering what matters,” the company’s approximately 490,000 employees embrace a strategy that is simply stated and powerfully executed: Customer First. People Led. Innovation Driven. UPS is committed to reducing its impact on the environment and supporting the communities we serve around the world. More information can be found at ups.com, about.ups.com and investors.ups.com.