Good morning, and welcome to the 2024 UPS Annual Meeting of Shareowners. I would now like to turn over the call to UPS Investor Relations Officer, Mr. P.J. Guido.
Good morning, and welcome. Today's meeting will be conducted solely through virtual means. Please note that this meeting is being recorded. A replay will be available through our investor relations website following the conclusion of the meeting for a limited time. Joining me today are Bill Johnson, UPS's Independent Board Chair, Carol Tomé, Chief Executive Officer, Norm Brothers, Chief Legal and Compliance Officer and Corporate Secretary, and Brian Newman, Chief Financial Officer. Norm will act as secretary of the meeting. Also present are each other board nominee, each other member of our executive leadership team, representatives from Deloitte & Touche, our independent auditors, and the Inspector of Election for this meeting, Peter Hagberg, who will receive proxies, count the votes, and report the voting results. The Inspector of Election has previously been duly sworn and has completed the examination of proxies.
We will conduct the business portion of the meeting first, and then answer shareowner questions at the end of the meeting. Shareowners can submit questions through the webcast link. We will answer questions related to matters being discussed at the meeting and in our proxy statement. When we receive multiple questions relating to the same topic, we may summarize the questions. We will respond to as many questions as possible during our allotted time. An electronic copy of the 2024 proxy statement and 2023 annual report is available from the UPS Investor Relations website. I will now turn the meeting over to Bill Johnson.
Thank you, P.J. Mr. Hagberg has advised me that a quorum is present. I will now call this meeting to order. To ensure fairness to all, we will follow the rules, which are available on the annual meeting website. The rules contain important information about the annual meeting, including how this meeting may be adjourned and reconvened if we experience technical issues. The proxy materials or notice of internet availability of proxy materials were first mailed on March 18, 2024, to shareowners of record as of March 5, 2024.
Our agenda today calls for action on six matters. After the presentation of these matters, we will read any appropriate and related shareowner comments and answer related shareowner questions. Only shareowners may ask questions or make comments. The discussion will be limited to these six matters only. Out of consideration for others, please limit yourself to one question or comment. The polls are now open on all matters. The first matter is the election of 12 directors to serve until the next annual meeting of shareowners, or until their earlier resignation, removal, or retirement.
The nominees are Carol Tomé, Rod Adkins, Eva Boratto, Mike Burns, Wayne Hewett, Angela Hwang, Kate Johnson, Franck Moison, Christiana Smith Shi, Russell Stokes, Kevin Warsh, and me, Bill Johnson. Detailed information about each of the director nominees is included in the proxy statement. The board recommends a vote for each nominee. There being no other nominees, I declare the nominations closed. The second item is the approval on an advisory basis of a resolution of named executive officer compensation. The board recommends a vote for this proposal. The third item is the ratification of the Audit Committee's appointment of Deloitte & Touche as independent registered public accountants for UPS for the year ending December 31, 2024. The board recommends a vote for this proposal. If you have any questions for Deloitte & Touche, please submit them through the annual meeting website.
The fourth item is a shareowner proposal to reduce the voting power of Class A stock from 10 votes per share to one vote per share. John Chevedden will present the proposal. Mr. Chevedden, you have three minutes to make a statement in support of your proposal.
Please go ahead, sir.
Hello, this is John Chevedden. Proposal four, this is the correct title for proposal four: Equal voting rights for each shareholder. Shareholders request that the board of directors take the steps to ensure that all the company's outstanding common stock has an equal one vote per share in each voting situation. This would encompass all practical steps, including the encouragement and negotiation with current and future shareholders who have more than one vote per share, to request that they relinquish, for the common good of all shareholders, any pre-existing rights. This proposal is important because certain shares have super-sized voting power, with 10 votes per share compared to only one vote per share for the other UPS shareholders. Corporate governance advocates have suggested a seven-year transition to equal voting rights for each share.
In spite of lopsided shares having 10 times more voting power, support for this UPS proposal topic has steadily grown from 21% in 2013 to 33% in 2023. With stock having 10 times more voting power, UPS takes our shareholder money but does not give us, in return, an equal voice in our company's management. Without a voice, shareholders cannot hold management accountable. It's important to continue to vote for this proposal to block UPS management from finding creative ways to further reduce their money at risk at UPS while maintaining the same control. Plus, with the UPS shareholder-unfriendly brand of corporate governance, we had no right to call a special shareholder meeting or act by written consent, and we were restricted by provisions mandating an undemocratic 80% vote in order to make certain improvements to our corporate governance.
This undemocratic 80% vote requirement translates into well over a 100% vote requirement from the shares that typically vote at the annual meeting. In spite of insider UPS shares having super voting power, five UPS directors each received more than 140 million against votes in 2023. This compares unfavorably to the 90 UPS directors, who each received less than 10 million against votes at the same time. Please vote yes. Equal voting rights for each shareholder, Proposal Four.
Thank you. As described in the proxy statement, the Board recommends a vote against this proposal. The fifth item is a shareholder proposal requesting a report on the risks arising from voluntary carbon reduction commitments. Ethan Peck will present the proposal. Mr. Peck, you have three minutes to make a statement in support of your proposal.
Considering that delivering packages around the world, airplanes and trucks, is immensely dependent on oil, it should not need to be said that it's in the best interest of this company and its shareholders, not to religiously demonize fossil fuels and not to dogmatically implement plans to rid the company of its only reliable energy sources. Yet UPS, like many corporations that have been captured by the likes of BlackRock, Vanguard, State Street, and others, has pledged its unwavering allegiance to decarbonization, specifically to the, quote, "Decarbonization of our entire global supply chain, to reaching carbon neutrality by 2050, to having all of its facilities operate without fossil fuel-generated electricity by 2035, and by next year, having 40% of its ground operations run on alternative fuel." Luckily for shareholders, these company-destroying goals won't actually be realized because they're technically impossible to implement.
But that doesn't mean that attempting them can't have real detrimental effects. The company has adopted these company-altering plans in a completely dogmatic way, without making any serious effort to explain to shareholders the potential risks and drawbacks of doing so. There are many reasons to consider not pursuing decarbonization. First, that there's no scientific evidence that total decarbonization is possible, even for a single individual, let alone a massive corporation like UPS. What exactly is going to power UPS's airplanes and fleets of trucks and corporate offices and many shipping centers? It's currently not technologically or economically feasible to rely on anywhere near the same amount of energy from sources like solar, wind, or hydro, and those sources aren't without environmental concerns anyway. So attempting and failing to make this costly energy transition will end up being an immense waste of time, money, and effort.
Second, that this mass climate change doomsday hysteria, which the company is directly participating in by setting these goals, by putting out an anti-energy message, and by contributing to organizations that advance this agenda, generally has a negative impact on the affordability and availability of fossil fuels for everyone, everywhere, thereby making operations for the company more expensive and reducing investment in the company. Third, that any attempt at decarbonization, even if it was possible, which it isn't, is pointless when the world's biggest polluters, like China and India, don't attempt to as well, and when developing nations in Africa and elsewhere need the cheapest energy sources available to survive and grow. Fourth, that there are serious geopolitical consequences to participating in a decarbonization movement that has made the U.S. more reliant on enemy nations for energy, thereby funding their efforts, which are often anti-American.
Those are just some of the effects and risks of a decarbonization policy to consider, none of which the company has publicly weighed in its public decision to be carbon neutral by 2050, an effort that, if actually undertaken, would burn UPS to the ground faster than any fossil fuel can. The board's most basic fiduciary duty to shareholders is to not do that. Whether you personally support decarbonization or not, it is nonetheless beyond reasonable for the company to, at the very least, weigh the risks involved in pursuing such a company-altering agenda. That's all our proposal requests.
Thank you. As described in the proxy statement, the Board recommends a vote against this proposal. The sixth item for consideration is a shareholder proposal requesting that the Board prepare an annual report on diversity, equity, and inclusion. Meredith Benton will present the proposal. Ms. Benton, you have three minutes to make a statement in support of your proposal.
I am Meredith Benton. I speak on behalf of the nonprofit advocacy organization, As You Sow, and the consultancy, Whistle Stop Capital. I formally move proposal number six, asking for UPS to share data on the effectiveness of its diversity, equity, and inclusion efforts by publishing its hiring, retention, and promotion rates of employees by gender, race, and ethnicity. Let me make clear what we are talking about. Successful diversity and inclusion programs do not hire or promote employees because of their race, gender, or other diversity characteristics. Rather, well-implemented diversity and inclusion initiatives ensure that an employee's diversity characteristic does not prevent them from reaching the same career milestones and having the same ability to contribute to the success of the company as their non-diverse colleagues. UPS continues to decline to share hiring, promotion, and retention rates of employees by race.
This is the fourth year we have filed this resolution. In years past, the support ranged from 25%-37% of UPS investors. This data matters. Research shows that there is a statistically significant positive correlation between increased manager diversity and return on equity, return on invested capital, revenue growth, long-term share price growth, and other financial performance indicators. UPS seems to agree that diversity matters. It has stated that it "views diversity, equity, and inclusion as an imperative that enables the company to attract, develop, and retain talented employees, foster innovation, and bring strength and stability to businesses and communities." And note our strong agreement with this statement. It's no longer rare or unusual for companies to share the race-related inclusion data being requested.
We ask again that the board of UPS, a company with a high reliance on diverse employees, share the diversity-related data its investors are continuing to request. Thank you.
Thank you. As described in the proxy statement, the board recommends a vote against this proposal. We will now address any questions or comments related to the six items on the agenda.
Thank you, Bill. We have received several questions around how the board selects director candidates. The first question is: Why aren't there long-term UPSers on the board?
First and foremost, maintaining a board of individuals independent of management and of the highest personal and character and integrity is critical to the proper functioning of the board. Additionally, like most public companies, the CEO, in our case, Carol, is the only member of management that serves on the board. This enables the board to focus on its independent oversight responsibilities, while management maintains responsibility for the day-to-day operation of the company. Our board meets all SEC and NYSE requirements for director independence, with 92% of our directors being independent. We undertake an annual director independence analysis to evaluate any factors that could potentially present a conflict of interest or impact the director's independence from UPS. Details about our annual process are included in the proxy statement.
Next, shareholders ask how we promote diversity on the board.
We seek diversity in the boardroom with respect to skills, experience, demographics, and other factors. We use a variety of sources to identify a diverse pool of potential candidates, including the use of independent consultants. We maintain an updated list of potential director candidates according to the desired skills, experiences, and backgrounds necessary to support the company's strategy. This list is reviewed at each Nominating and Corporate Governance Committee meeting. Since 2020, we have added five diverse board members. Our board now consists of 42% female directors, 33% ethnically diverse directors, and it contains an appropriate mix of newer and longer-tenured directors. We believe that we are among the best in class from this perspective. We also believe that our current directors' broad professional skills, experiences, backgrounds, and capabilities appropriately support the company's strategy by contributing to a wide range of viewpoints in our boardroom.
Thank you, Bill. We were also asked about UPS's directors, UPS directors serving on other public company boards.
Our board members are highly engaged, and they commit sufficient time to properly discharge their duties. The Nominating and Corporate Governance Committee actively monitors this, including through our annual board evaluation process. In addition, directors must obtain approval in advance of accepting an invitation to serve on another public company board. We also limit the number of outside boards that our non-management directors can serve on. Management directors, in our case, Carol, are limited to one outside public company board.
We received some questions about board and executive compensation. Let's start with a question about how our director compensation program is structured and why it is structured that way.
The Compensation and Human Capital Committee's independent compensation consultant regularly evaluates UPS director compensation in relation to market trends and makes recommendations to the full board. Like most other public company boards, our non-employee directors receive a mix of cash and equity compensation. Equity aligns the interests of our directors with our shareholders. Our directors are required to hold their UPS equity until they retire, and are therefore incentivized to drive long-term shareholder value. In light of the significant time commitment required, the board did approve a relatively small increase to director compensation last year. However, total director pay at UPS is still approximately 5% below our peer group median.
The next question is about executive compensation, and specifically, how company performance impacts executive compensation.
The compensation discussion and analysis section in the proxy statement provides very detailed information regarding our executive compensation programs. I would add that the Compensation and Human Capital Committee is focused on maintaining a program that aligns the interests of our executive officers with those of all shareowners. This is done by linking a very significant portion of compensation to company performance and shareowner returns. You can see that alignment in the pay versus performance tables in the proxy. Overall, 90% of Carol's target compensation is subject to the achievement of annual or long-term performance goals.
Thanks, Bill. Our next question relates to shareowner proposals. Why doesn't the board support the shareowner proposals related to diversity and environmental sustainability?
We believe that our responses to the proposals in the proxy make it quite clear that the board supports the company's environmental sustainability and diversity efforts. The shareholder proposals are about providing additional reporting on these matters. In that regard, we believe our existing disclosures already provide substantial and meaningful information that allows investors to determine the effectiveness of the company's workplace diversity and environmental sustainability practices. We annually disclose our consolidated EEO-1 report, which contains prior year gender, racial, and ethnic composition of our US workforce by EEO-1 job category. We include race and gender information for our board nominees in our proxy. We publicly disclose progress towards our aspirational goals for women and ethnic diversity in management, and we provide additional information about our diversity and inclusion efforts in our annual GRI reports.
In addition, our GRI report contains comprehensive information about the risk and opportunities associated with our approach and our progress towards our environmental sustainability goals, including energy consumption and greenhouse gas emissions.
Next, we received a few questions about the company's political spending. Can you talk about the company's policies and board oversight in this area?
The Nominating and Corporate Governance Committee oversees the company's political engagement practices. Corporate political contributions are restricted, so any contribution are made through the employee-funded UPS Political Action Committee, which we call UPSPAC. UPSPAC dollars are focused on industry issues that directly affect our business, such as fair taxation, commercially reasonable regulation, expansive trade, and to ensure we have a level playing field with competition. These issues are important to UPS success and the protection and creation of shareowner value.
Thank you for your comments and questions. The discussion is now closed on these matters.
Shareowners who have not voted or wish to change their vote can go to the annual meeting website and follow the voting instructions. Shareowners who have already voted do not need to take any further action. We will take a brief pause to allow for final voting. Thank you. Voting has concluded, and the polls are closed. Mr. Hagberg, please present your preliminary report.
Thank you. I have completed the examination of proxies on file at the opening of this meeting. On the basis of my preliminary report, the 12 director nominees have been elected to serve until the next annual meeting of shareowners, and until their successors have been elected and qualified, or until their earlier resignation, removal, or retirement. The compensation of the named executive officers, as described in the company's 2024 proxy statement, has been approved. The appointment of Deloitte & Touche, LLP, to serve as independent registered public accountants to the company for 2024 has been ratified, and none of the shareowner proposals were approved.
Thank you, Mr. Hagberg. Final voting results will be filed by the company with the SEC in a Form 8-K within four business days. The 2024 annual meeting of shareowners is now adjourned.
We will now transition to general shareowner questions. We've received many questions and have categorized them into topics. We will do our best to address all of the topics raised in the questions. If you submitted a question on a topic that we did not respond to, please contact UPS Investor Relations at www.investors.ups.com. Carol, we've had lots of interest in our strategy. Can you discuss our key growth initiatives and some of the new solutions we have for customers?
Well, let me start by welcoming our investors, and I'm delighted to answer the question. At our recent Investor and Analyst Day, we laid out our plan to return to growth and deliver revenues of $108 billion-$114 billion by 2026. There are several key initiatives we are working on to take us there. Let me share three. First is growing our healthcare logistics portfolio. We aim to be the number one provider of complex healthcare logistics in the world. We have expanded UPS Premier to 48 countries, and we have grown our healthcare facility footprint to over 17 million sq ft. This enabled us to generate $10 billion in healthcare revenue in 2023, and we expect to double our healthcare revenue by 2026.
Some of this growth will come organically, and some will come from acquisitions, like our recent acquisitions of Bomi and MNX Global Logistics. Second is growing SMB volume penetration. SMBs currently make up 29% of US volume, and we are working to drive that to 40% over time. And third is to grow in under-penetrated parts of the world. Trade lanes are shifting, and businesses are expanding, sourcing, and manufacturing in new markets like Thailand, Vietnam, Malaysia, and India. We are leaning into these trade shifts by expanding our air hub in Hong Kong and building a new air hub in the Philippines. Further, you may have seen that we just launched next-day service between Australia and 11 Asian markets. Finally, another exciting area of international growth is in the Americas, given the nearshoring we are seeing with customers moving to Mexico.
Several people asked about the lower volume levels. Can you talk about how UPS will balance the lower volume and higher costs?
Well, following the spike in e-commerce demand we experienced during COVID, the industry saw volume levels drop due to challenging macro conditions and changes in consumer shopping behavior. In 2023, the market contracted more than was expected. Further, in 2023, as we were negotiating our labor contract, we saw certain volume leave our network due to concerns over a possible work stoppage. Our team did a masterful job of controlling what they could control and managed hours down more than the volume declined and drove productivity across the board. For example, our cube utilization rate reached 60%, an all-time high. We just reported our first quarter results, and while volume declined, the rate of decline was significantly less than what we experienced in 2023. Once again, we delivered record productivity. Our expenses actually declined year-over-year.
We expect to return to volume growth for the balance of the year. Further, we will anniversary the first year of our new labor contract on August first, so the cost of that contract eases considerably in the back half of the year.
Carol, there is a lot of interest in Network of the Future. Can you tell us more about this initiative and why it is so important to our strategy?
We believe it's time to reimagine our network by consolidating smaller, non-automated buildings into larger, fully automated buildings, all the while not disrupting service. Inside our buildings, we will also deploy new technology like our RFID solution, automated bagging, automated label application, and even robotic unloading. Imagine a lights-out building. That's Network of the Future. Executing Network of the Future over the next five years will significantly reduce our dependence on labor and save over $3 billion in expense. We expect to realize about 50% of this expense reduction by 2026.
Moving to our relationship with Amazon, how does Amazon, as a customer, impact the UPS business, and what do you see going forward?
Well, if you've been following the news, you know that Amazon delivers more packages than UPS. But it's important to note, those packages are related to inventory that Amazon owns and stocks in its stocking DCs. We remain an important partner to Amazon, and they remain an important customer to UPS. For example, we handle no label, no box returns for Amazon in our more than 5,200 UPS Store locations, and returns are a good business for UPS.
Moving to the next question, several shareowners asked how the board is informed about market trends that affect our business.
The board's responsibilities include oversight of strategic planning, which we share with the board once a year. Our strategic planning approach includes a review of industry and competitive dynamics, market trends, and other significant matters. Then, throughout the year, we provide the board with an update on progress made against our strategic imperatives and any emerging plan or trend that we see in the market. In addition, I communicate regularly with the board on important business opportunities, financial and operational performance matters, risks, and other developments such as sustainability, human capital, labor, and customer relations.
We received several questions and comments about the new Teamsters contract. The contract made a lot of headlines this past year. Can you please share some details about the new contract?
Well, I'm certainly glad to have that contract renewal behind us. We approached the contract negotiation with an attitude of delivering a win-win outcome, and I think we did that. For our employees, they continue to receive the best pay and benefits in our industry. Our turnover has dropped considerably since ratification, which is helping to drive productivity and industry-leading service to our customers. The economics of the deal were grossly misstated in the press. In total, the wage and benefit cost of the new contract is 3.3% over the five-year life of the contract. The cost growth is highest in the first year, which we will wrap beginning in August of this year, so the growth rate will be significantly lower in years two, three, and four. For UPS, we retain the flexibility to implement technology to further drive productivity inside our buildings.
Technology is a critical aspect of Network of the Future, and having the ability to do what we need to do in support of this initiative is a big win for UPS.
We received several questions related to concerns about the appearance of our package cars and drivers. Has something changed?
There's no excuse for a dirty package car, as car washing is available at all of our facilities. If you see one, you can email me at ctome@ups.com, and I'll take care of it. From an appearance perspective, to be an employer of choice, some policies like facial hair had to change. Bringing one's authentic self to work is the best way to live the values of integrity and respect.
... The next question touches on culture. Does UPS still follow Jim Casey's philosophy of promotion from within?
I'm a big believer in culture. UPS is a great culture built on partnership and values, including integrity, safety, teamwork, and service. To keep that culture alive, I believe we need to have a bias for internal promotions, and we do. To make that real for you, in 2023, nearly three-quarters of leadership positions, from supervisor through executive, were filled internally.
We've had a number of questions related to stock price. Why is the stock price down, and how does UPS improve the value?
Company results drive stock price, and last year we saw our revenue and volume drop from what we had reported in 2022. To create shareholder value, we need to grow, and we're planning to do just that. By 2026, we expect to reach between $108 billion and $114 billion in revenue, with a consolidated operating margin of over 13%. I also believe this to my core: If you care for your people, they will take care of your customers, and the stock price will take care of itself. That's why maintaining our culture is so important to me.
We've had a number of questions about the dividend. Can you discuss the dividend policy and where we stand on buybacks?
The UPS dividend is a hallmark of our financial strength, and this year marks the fifteenth consecutive year we have rewarded shareowners with an increase in our dividend. We target a dividend payout ratio of 50%, and while we are higher than that today, we will earn back into that payout ratio over time. We expect to maintain a stable and growing dividend.
With that question, that is all the time we have. Thank you for your participation and for your investment in UPS. I will now turn it over to Carol for some closing remarks.
Thank you, P.J. After coming off a difficult market in 2023, the small package industry is poised to return to growth in 2024 and beyond. Over the past year, I have been so impressed by the resiliency of UPSers and their commitment to moving our world forward by delivering what matters. As we look ahead, we are executing our strategy as we laid out for you at our Investor and Analyst Day in March. We are making bold moves as we pursue our declarations to become the premium small package provider and logistics partner in the world. I'll leave you today with a quote from our founder, Jim Casey. He said, "Our horizon is as distant as our mind's eye wishes it to be." UPS is stronger than ever.
We are writing the next chapter of the UPS story, and we believe our best days are ahead of us. Thank you for attending the 2024 annual meeting and for your investment in UPS.
You may now disconnect.