UPS Shareowners Elect Board, Reappoint Deloitte and Touche

Discussion in 'UPS Partners' started by cheryl, May 3, 2012.

  1. cheryl

    cheryl I started this. Staff Member

    Shareowners of UPS (NYSE: UPS) today elected a Board of Directors for a one-year term and ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accountants.

    On other matters, a majority of shareowners voted to approve the 2012 Omnibus Incentive Compensation Plan, which authorizes the issuance of equity compensation to UPS employees and directors, and to increase the number of shares available under the Discounted Employee Stock Purchase Plan, which encourages employee ownership by offering UPS stock at a 5% discount.

    The shareholders also rejected a shareowner proposal that would have required the preparation of an annual report on the company's government affairs and lobbying activities. The Board, which exercises independent oversight of all UPS lobbying and political contributions and expenditures, had recommended a "No" vote on the grounds that UPS already has effective policies for the appropriate disclosure and oversight of the company's lobbying and political activities.

    Twelve directors stood for election to the Board of Directors and all were elected by substantial margins. The 12 include Chairman Scott Davis; Duane Ackerman; Michael Burns; Stuart Eizenstat; Mike Eskew; Bill Johnson; Candace Kendle; Ann Livermore; Rudy Markham; Clark "Sandy" Randt; John Thompson, and Carol Tome.

    The appointment of Deloitte & Touche to serve as the company's independent auditors for 2012 also was ratified by a wide margin.
  2. Monkey Butt

    Monkey Butt You can call me Chappy Staff Member

    I guess they didn't get the message.
  3. brownmonster

    brownmonster Man of Great Wisdom

    I thought my 992 votes meant something. Don't call me Icahn.
  4. airops

    airops Member

    I'm thinking the Casey Foundation shares helped sway the vote.
  5. Monkey Butt

    Monkey Butt You can call me Chappy Staff Member

    I'm thinking they control the vote.
  6. Casca

    Casca Member

    Im thinking they are the vote
  7. airops

    airops Member

    I'm thinking the whole voting thing is a waste of time and money. They vote enough shares to win whatever they want.
  8. brownIEman

    brownIEman Active Member

    Bunch a jack-holes.

    ...but I'm not bitter...
  9. lowlysup

    lowlysup New Member

    What he said!
  10. pretzel_man

    pretzel_man Well-Known Member

    While there is no chance that how you vote can swing the outcome, your votes do matter. They matter because Wall Street want to see unity among shareowners.

    I can prove it.....

    Next time, don't vote. You will get a call asking you to vote. At least I do.....
  11. curiousbrain

    curiousbrain Well-Known Member

    I can certainly empathize with how out-of-touch the current BOD seems to be; but, on the other hand, having been raised under the absolute capitalism that is our current country, I find myself thinking one thing: Man, I'd love to be one of the people that matter.
  12. j13501

    j13501 Member

    Pretzel_Man, Congratulations on being a large shareowner of "A" shares!
    I used to get phone calls asking me to vote, but since I retired, I converted most of my shares to "B" shares so I could write options on them. I didn't convert the shares I'd put in my wife's name for estate planning reasons, (didn't think of it).
    Imagine my surprise the next year, when my wife got contacted to vote her shares, but I didn't! It made me realize that those "A" shares get a great deal of attention. At ten votes per share for "A" shares, compared to one vote per share for "B" shares, the large "A" share owners will always drive the annual vote.
  13. SignificantOwner

    SignificantOwner A Package Center Manager

    Shouldn't "A" and "B" shares trade separately? Aren't "B" shareholders getting fleeced when they pay the same price for an asset with a lower intrinsic value?
  14. FracusBrown

    FracusBrown Ponies and Planes

    The shares of 30,000 management owners don't mean squat. If they did the results would be different and those on the management committee that repeatedly dream up schemes and/or support the practice of reducing management compensation would be history.

    30,000 management people have been taking it in the shorts for the last 10 years while a small percentage at the top are reaping the benefits.

    Everyone under the level of an 18 would vote out the entire management committee if they had the ability to do so.

    No one with an ounce of sense would vote to support a candidate that openly intends to financially punish them for their support.
  15. j13501

    j13501 Member

    The two classes do trade differently. The "B" shares trade on the NYSE. The "A" shares only trade when you access your Mellon account and buy or sell them. But the price of the stock (both A and B shares) is the price on the stock exchange (NYSE). It was set up this way in 1999 when UPS went public.

    As for the "B" shareowners getting fleeced, different classes of stock with different votes is common with large IPOs. Look at the Facebook IPO. They went public, but the voting power will always stay with the founders of the company. As for UPS, with a 10:1 ratio on voting power between "A" and "B" shares, it almost guarantees that the employees of UPS, (and the UPS foundation) who are the only ones who can own "A" shares, will always control the voting power for the Board of Directors.
    Last edited: May 26, 2012
  16. SignificantOwner

    SignificantOwner A Package Center Manager

    I know how it works. "Because everyone else is doing it" doesn't make it logical. What logic is there in giving "A" and "B" shares the same valuation when "B" shares are worth less?
    Last edited: May 27, 2012
  17. j13501

    j13501 Member

    OK, now I understand your question.

    The logic is this- When UPS went public, they wanted to get the extra money for the stock, but not lose control of the company. The outside investors had a choice. If they don't like the rules set up during the IPO, then don't buy the stock. "B" share owners obviously feel that the stock is a good value, with potential for growth, even if they don't have the same rights as the owners of "A" shares. They're willing to have less control for a chance to share in the gains of UPS growth.
  18. UpstateNYUPSer

    UpstateNYUPSer Very proud grandfather.

    Could it be that investors see UPS as a good dividend stock and are not concerned with how the company operates as long as they continue to get solid returns on their investments?
  19. SignificantOwner

    SignificantOwner A Package Center Manager

    A 3% dividend with almost no capital appreciation in years (even in a good economy) isn't a good return. Insiders that have too much stock and a dual class share structure tend to focus on safety and maintaining voting control rather than focusing on stock price growth that would benefit common shareholders according to a study from the Wharton school of business (The Effects of Dual-class Ownership on Ordinary Shareholders - Knowledge@Wharton).

    Our acquitision history seems to reflect the findings of the Wharton study. The main reason given for going public was to enable UPS to use stock as a currency for acquisitions, but the majority have been financed with cash and debt. Are the decisions being made on maintaining control versus maximizing value for shareholders? It looks like the dual class share structure is a drag on our stock price.

    TNT (2012) - $6.8 billion total, $5 billion cash, $1.8 billion debt (tried to use more debt but ratings agencies served notice of possible downgrades to our debt rating).
    Overnite (2005) - 1.2 billion cash.
    Menlo (2004) - $150 million cash, $110 debt.
    Mailboxes Etc. (2001) - $191 million cash.
    Fritz (2001) - 450 million in class B shares.
    First International Bancorp (2001) - $78 million in class B shares.
  20. TechGrrl

    TechGrrl Space Cadet

    1) Yes. "A" shares don't trade. They are only held by current or past employees of UPS. You can't buy A shares on the market.
    2) This division was part of going public. It was set up so UPS couldn't be taken over by Carl Icahn or some hedge fund. The 'value' of the shares is exactly the same; same price, same dividends. And it is known to anyone who buys B shares, so it is not like someone is forced to buy them.