United Parcel Service 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 6, 2008
United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (404) 828-6000
(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):
On November 6, 2008, the Board of Directors of United Parcel Service, Inc. (the Company) approved an amendment and restatement of the Companys By-laws (the Amended Bylaws). The following is a summary of the changes, qualified by reference to the Amended Bylaws, together with a copy marked to show changes from the prior By-laws, each of which is attached as Exhibit 3.1 and 3.2, respectively, and incorporated by reference herein.
Article II, Section 10, Notice of Stockholder Business and Nominations
The changes are primarily intended to enhance the advance notice provisions of the Companys Amended Bylaws to ensure that such provisions are clear and unambiguous in light of recent developments in Delaware law. The changes clarify the procedures for stockholders seeking to nominate directors and to propose other business at a meeting of stockholders, and will become effective at the time of the Companys 2009 annual meeting of shareowners, which is scheduled to be held on May 7, 2009. The Amended Bylaws provide that the notice procedures set forth in Article II apply to all director nominations and other proposals of business and are the exclusive means for a stockholder to submit such business (other than proposals governed by Rule 14a-8 under the Securities Exchange Act of 1934, as amended, which provides its own procedural requirements). The Amended Bylaws expand the required disclosure in the stockholders advance notice to include:
Other Changes in the Amended Bylaws
In addition to the changes described above, the Amended Bylaws include non-substantive changes to clarify or update certain provisions to be consistent with the Companys Certificate of Incorporation or Delaware law and to make the provisions gender neutral. These changes to the Amended Bylaws became effective upon approval of the Board on November 6, 2008.
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.