Good morning and welcome to the 2025 UPS Annual Meeting of Shareowners. I would now like to turn the call over to UPS Investor Relations Officer, Mr. PJ 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, Independent Board Chair; Carol Tomé, Chief Executive Officer; Norm Brothers, Chief Legal and Compliance Officer and Corporate Secretary; and Brian Dykes, 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 shareholder questions at the end of the meeting. Shareholders can submit questions through the webcast link. We will answer questions related to matters that were discussed at the meeting and in our proxy statement. When we receive multiple questions related 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 2025 proxy statement and 2024 annual report is available on the UPS Investor Relations website. I will now turn the meeting over to Bill Johnson.
Thank you, PJ. First, I would like to acknowledge and thank Mike Burns for his contributions and years of service to the UPS Board of Directors. Mike is not standing for re-election as he is retiring after 20 years of valuable service to the company. I would also like to welcome Kevin Clark, who joined our Board of Directors in March of this year. Moving on to meeting matters, 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 of the meeting, 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 difficulties.
The proxy materials, or Notice of Internet Availability of Proxy Materials, were first mailed on March 17, 2025, to shareholders of record as of March 10, 2025. Our agenda today calls for action on five matters. The discussion will be limited to these five matters only. After the presentation of these matters, we will address appropriate and related shareholder comments and questions. Only shareholders or their proxies may ask questions or make comments. Out of consideration for others, please limit yourself to one question or comment. The first matter is the election of 12 directors to serve until the next annual meeting of shareholders or until their earlier resignation, removal, or retirement. The nominees are Carol Tomé, Ron Atkins, Eva Barato, Kevin Clark, Wayne Hewitt, Angela Wang, Kate Johnson, Frank Moyson, Christiana Smith-Shee, Russell Stokes, Kevin Warsh, and me, Bill Johnson.
Detailed information about each nominee 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 on 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 LLP as independent registered public accounting firm for UPS for the year ending December 31, 2025. The board recommends a vote for this proposal. If you have any questions for Deloitte & Touche LLP, please submit them through the annual meeting website. The fourth item is a shareholder proposal to reduce the voting power of Class A stock from 10 votes per share to 1 vote per share. John Chevedin will present the proposal. Mr.
Chevedin, you have three minutes to make a statement in support of your proposal.
Hello, this is John Chevedin. Proposal four: equal voting rights for each shareholder. Sheryl's request that the board of directors take the steps to ensure that all of our company's outstanding common stock has an equal one vote per share in each shareholder voting situation. This would encompass all practical steps, including 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 supersized voting power with 10 votes per share compared to only one vote per share for other 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 36% in 2024. 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 is 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 improvements to UPS corporate governance.
This undemocratic 80% vote requirement translates into a ridiculous over 100% vote requirement from the shares that typically vote at the annual meeting. The UPS corporate governance score is 9, with 10 being the worst possible score. The shareholder rights score is the worst at 10, and the executive pay score is 8. In spite of insider UPS shares having supervoting power, five UPS directors each received more than 157 million against votes in 2024. 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. Stefan Padfield will present the proposal. Mr. Padfield, you have three minutes to make a statement in support of your proposal.
My name is Stefan Padfield, and I am the Executive Director of the Free Enterprise Project, which is part of the National Center for Public Policy Research. The National Center is the proponent of Proposal Five, which requests a report on the risks arising from the company's voluntary carbon reduction commitments, including the goal of being carbon neutral across Scope One, Two, and Three emissions in global operations by 2050. In its opposition statement, UPS argues that it already reports on the risks associated with its commitments, making the analysis and report requested by the proposal unnecessary. However, if that is the case, why not simply exclude the proposal on the ground that it has already been substantially implemented, which is the company's right? Furthermore, if the requested information is already available, why not provide shareholders with direct citations that specifically address the proposal's concerns?
The proposal notes that there is a risk that the company will be unable to reach its carbon neutrality goal. Where is the citation to the report that expressly acknowledges that risk and analyzes the potential costs associated with such a failure? The proposal notes that there is a risk that the company's voluntary disclosures and commitments will expose it to increased SEC scrutiny and potential investigations and litigation stemming from that scrutiny. Where is the citation to the report that expressly acknowledges that risk and analyzes the potential costs associated with such increased scrutiny? The proposal notes that the company's voluntary disclosures may lead to additional disclosures being required that would not be required but for the voluntary disclosures. Where is the citation to the report that expressly acknowledges that risk and analyzes the potential costs associated with such increased disclosure requirements?
The proposal notes the criticism of Scope Three disclosures being effectively misleading. Where is the citation to the report that expressly acknowledges that risk and analyzes the potential costs associated with the contested nature of Scope Three disclosures? The proposal notes that the entire carbon neutrality agenda may be exposed as founded on bad and perhaps bad faith interpretations of an alleged scientific consensus. Where is the citation to the report that expressly acknowledges that risk and analyzes the potential costs associated with the contested nature of the alleged climate emergency? Finally, the proposal claims UPS has failed to report on the technological or financial feasibility of its carbon neutrality commitments. If that's not the case, where is the citation to the report that addresses those issues? If UPS has indeed already provided all the information requested by this proposal, then implementing the proposal will be essentially costless.
On the other hand, if UPS has not provided the requested information, shareholders deserve to get it. Accordingly, I ask you to vote in favor of Proposal Five.
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 five items on the agenda.
Thank you, Bill. We received some questions around the board's oversight of management and the company's performance in this challenging environment. What is the board doing to help right the ship, so to speak?
There's no doubt that the company is operating in a difficult macro environment, and the results are not where we want them to be. The board has challenged management to take meaningful actions to improve performance while creating additional value. Management has responded by making bold moves to right-size the company for the future and to focus on key growth enablers. I know that Carol will address some of these strategic actions and her execution plan in her remarks. The board is highly focused on management's strategic execution. We've had additional meetings to discuss progress, opportunities, and challenges. Management provides comprehensive updates throughout the year on strategic plans, financial and operational performance, and other matters. The board strongly believes in management's ability to operationalize and execute against the company's strategy. We are confident that management can drive significant long-term value while improving shareholder returns.
We have received a few questions around board composition, specifically about the absence of long-term UPSers on the board.
My perspective, Anissa, is I do consider Carol a long-term UPSer. She's been on the board for over 20 years. We also add she's been CEO for five. We also have three additional directors who have each served on the board for over a dozen years and have significant UPS insight and knowledge. The New York Stock Exchange requires that a majority of our board members be independent. Like many public companies, our CEO is the only member of management on the board. This enables the board to focus on its independent oversight responsibilities while management maintains responsibility for the day-to-day operation and execution of the business. Maintaining an independent board encourages constructive dialogue in the boardroom. Independent board members are well-informed about the company's business and are fully engaged in oversight of the company's strategic planning and its execution.
This begins with director onboarding and continues throughout a director's entire tenure. Management provides frequent updates both during and outside the regular board meeting cycle. In addition, through our formalized director engagement program, each director meets individually with the company's executive officers, visits company operations, and receives comprehensive subject matter updates on a regular basis.
We received questions about board and management compensation in relation to company performance. First, how is our director compensation program structured? Can you discuss how the board determines management compensation?
The Compensation and Human Capital Committee works with an independent compensation consultant to evaluate UPS director compensation. They look at market trends and make recommendations to the full board. As a result, total director pay is where it should be at the median of the company's peer group. Our non-employee directors receive a mix of cash and equity with a meaningful portion of compensation, approximately 60% or so, provided on company stock. This structure helps align the interests of our directors with our share owners. The value of director compensation, therefore, does fluctuate with the company's stock price. To further this alignment, directors are required to hold their UPS equity until they retire. This compensation structure thus motivates directors to help drive long-term shareholder value.
With respect to management compensation, the board, working through the Compensation and Human Capital Committee and also with the assistance of an independent compensation consultant, designs the company's executive compensation programs to drive performance by linking a significant portion of executive pay to company operational and financial results. A substantial majority of executive compensation is at risk and subject to the achievement of annual or long-term performance goals. The alignment between pay and performance is demonstrated by the fact that last year, a challenging one for the company, resulted in the lowest pay for our named executive officers in at least the last five years. This is described in detail in our proxy statement.
We received a comment about UPS board members serving on other companies' boards of directors. What is the board's policy on this issue?
In evaluating each director candidate, the board considers factors such as independence, professional background, subject matter expertise, skills, experiences, and outside commitments. Each director candidate commits that other existing and planned future obligations will not materially interfere with UPS director responsibilities. Board members are expected to commit sufficient time to the UPS board duties. Before agreeing to serve on another public company board of directors, UPS directors must consult with the chair of the UPS nominating and corporate governance committee. In addition, the board's policy is that directors may not serve on more than four public company boards. We believe all of our director nominees are able to meet their obligations. They are all highly engaged, and they all bring significant value to our board.
Thank you for your comments and questions. The discussion is now closed on these matters.
Shareholders who have not voted or wish to change their vote can go to the annual meeting website and follow the voting instructions. Shareholders 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 now concluded, and the polls are closed. Mr. Hagberg, please present your preliminary report.
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 2025 proxy statement, has been approved. The appointment of Deloitte & Touche LLP to serve as independent registered public accountants to the company for 2025 has been ratified, and neither of the shareholder proposals were approved.
Thank you, Mr. Hagberg. Final voting results will be filed by the company with the SEC on a Form 8-K within four business days. The 2025 annual meeting of shareowners is now adjourned.
We will now transition to general shareholder questions. We have 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. Before we begin, I want to remind you that some of the comments we'll make today are forward-looking statements. These statements are subject to risks and uncertainties, which are described in our reports we file with or furnish to the Securities and Exchange Commission. In addition, unless stated otherwise, our discussion refers to adjusted results. A reconciliation of non-GAAP adjusted amounts to GAAP financial results is available on the UPS Investor Relations website. Moving to our first question. Carol, why is UPS reducing its volume from Amazon, and why now?
Let me begin by welcoming our shareholders to today's call and thank you for your questions. Now on to Amazon. In January, we announced our intent to reduce Amazon's volume by more than 50% by June of 2026. This was not a sudden decision. In fact, we have been on a steady glide down with Amazon since 2020. They are our largest customer, but not our most profitable customer. Specifically, we are exiting Amazon's fulfillment center outbound volume. This is not profitable volume for us. This unprofitable volume was putting pressure on our U.S. operating margin and return on invested capital. We plan to keep the Amazon profitable volume where our integrated network adds value, like returns and seller-fulfilled outbound volume. With these actions, we will drive improvement in our U.S. business.
Thank you. When will UPS redesign its network and reduce costs so that the company can get back to growing profit?
Growing profit has already begun. We just reported our first quarter results where we reported consolidated profit growth. Importantly, operating profit in our U.S. business grew by $164 million, and U.S. operating margin expanded by 110 basis points. Associated with the Amazon volume reduction, we are undertaking the largest network reconfiguration in our history. This year, we expect to have 164 operational closures, including at least 73 buildings. In total, we expect to remove $3.5 billion in expense this year. As an engineering-driven company, we have developed a detailed checklist for each building closure to ensure we continue to provide industry-leading service to our customers, assist our employees through these changes, and leverage our network planning tools and other technologies to efficiently process volume in our network.
What plans do you have to grow the business, especially as there are plans to reduce our exposure to our largest customer?
We do expect to grow our business. We will do that by focusing on revenue quality and by growing in the best parts of the market, like healthcare, international, and SMBs. Let's start with healthcare. Our goal is to be the number one complex healthcare logistics provider in the world. Last year, our healthcare revenue totaled $10.5 billion and is expected to grow mid-single digits in 2025. Our solutions include warehousing, packaging, transportation, and monitoring through our UPS Premier technology. To accelerate growth in this business, we plan to acquire certain targeted companies. In January, we closed on the acquisition of Frigo Trans, furthering our cold chain capabilities in Europe.
Last month, we entered into an agreement to acquire Andlauer Healthcare Group, a move that will bolster our healthcare capabilities in Canada by adding 39 dedicated healthcare facilities across the country, along with cold chain packaging and specialized transportation solutions. Looking at SMBs, they continue to be an important part of our strategy. In fact, in the U.S., in the first quarter of this year, we saw strong ADV SMB growth of 4%. SMBs made up 31.2% of total U.S. volume, which is the highest SMB concentration we have seen in 10 years. Further, in the first quarter, we saw B2B growth in both our enterprise and SMB customers. With new product offerings like Ground with Freight Pricing, we expect to see continued growth in this segment.
From an international perspective, given recent tariff announcements, while the world has not been faced with such enormous potential impacts to trade in more than 100 years, we are confident in our position as a trusted leader in global logistics. With the agility of our integrated network, our broad reach, our portfolio of services, and our proven trade expertise, we are well-positioned to enable our customers to navigate a changing trade environment.
We've had a number of questions related to the stock price. Can you comment on investor confidence? Do you expect it to improve?
Please know that I'm very disappointed about our stock performance. During COVID, as people were sheltering in place and e-commerce sales exploded, we saw our volume and profits explode as well, and our stock price appreciated to record highs. Since then, the stock price performance has not met our expectations, mostly because of the decline in revenue and profit growth. The decline in revenue was brought on by a shrinking U.S. small package market, disruption during the 2023 labor negotiations, and a change in the nature of the packages flowing through the small package industry and our network. Coupled with the revenue decline, we had a significant front-end loaded cost increase in our Teamster contract. Now, because of concerns over trade wars and other matters, we have a stock market that is nearing bull territory.
Our recent stock performance is a reflection of the overall market, as most stocks are down. Here is the good news. The actions we have taken to reconfigure our network, improve our cost structure, and grow in the most attractive parts of the market should create improved profitability, more cash generation, and higher returns on invested capital. All of this should translate into higher share price over time.
We also received a few questions about the dividend. Can you discuss the dividend policy and where we stand on buybacks?
The UPS dividend remains a hallmark of our financial strength. This year marked the 16th consecutive year we've rewarded shareholders with an increase in our dividend. We know how important the dividend is to our investors. It is safe, and our liquidity is good. Your company is rock solid strong. Last year, we generated $6.3 billion in free cash flow and ended the year with over $6 billion in cash on the balance sheet. Finally, our capital allocation policy has not changed. Our first priority is to reinvest in the business. Our second is the dividend. Third is to maintain a strong financial condition. The fourth is to use excess cash to repurchase shares.
Now let's shift to some questions on our international business. There's been a lot in the news about changes to tariffs. How will UPS be affected by tariff changes?
As the largest brokerage company in the world, we are well-possessed to help our customers manage very complex and ever-changing trade policies. We do have exposure. Our U.S. import volume is roughly 400,000 pieces per day, which from a volume perspective is less than 2% of our total global ADV and represents roughly 5% of our consolidated revenue. We are also exposed if tariffs cause price increases and negatively impact consumer demand in the U.S. In the U.S., we've talked with our top customers to understand how their business is being impacted by changes in trade policy. These customers have told us that they are exploring various options to address tariffs, from absorbing the cost to pushing them into retail prices to asking suppliers to help defray the expense.
At this point, it remains an open question as to what path they will choose and what the potential impact could be on consumer demand. For the rest of the world, through today, we've interviewed nearly 50,000 international and freight forwarding customers to understand their shipping plans. For small package shippers, over 95% of those customers have told us that they expect to maintain their current business model, while the rest are considering several options, including trade shifts, transportation mode shifts, or exiting the business. Freight forwarding customers are telling us that where they can, they are looking to move from air freight to ocean freight. Finally, from an internal exposure perspective, we've looked at our purchasing and capital plans to understand any potential cost increase that may come our way. Roughly $2.7 billion of our direct purchases are sourced outside of the U.S., with little exposure to China.
While we do have exposure, we also see opportunities and will leverage our global integrated network to follow trade flows and provide outstanding service to our customers.
Moving to operational matters, we've had some questions about RFID, which we call smart package smart facility. How does it give UPS a competitive advantage, and will you deploy it internationally?
We're excited about all the possibilities with RFID. Our smart package smart facility technology improves efficiency. In fact, we've seen missed loads decrease by nearly 70%. It elevates visibility and reliability for our customers, both shippers and receivers. We're about midway through a multi-year deployment effort. In 2024, we equipped nearly 60,000 U.S. package cars with sensors, which represents 66% of our fleet, eliminating 12 million manual scans per day and enhancing package visibility for our customers. We plan to complete the rollout of this technology in our U.S. package cars this year. We're not stopping there. Moving upstream. First, we are enabling our customers to print RFID labels themselves. Second, we are installing readers at customer dock doors. RFID enables retailers to reduce stockouts and more efficiently run their receiving operations. We're looking internationally, yes.
This year, we plan to pilot two locations in Europe with the same in-car RFID solution used in the U.S.
We have questions about customer counters. How will we stay competitive if some drop-off locations are closing? How will this affect service and our ability to grow returns volume?
First, it's important to note that we continue to lead the industry with best on-time service. In fact, we've led the industry in service during peak for the last seven years. While our building and customer counter footprint is changing, our pickup and delivery footprint is not. We remain committed to providing industry-leading reliability to all customers across the country. We'll just do it with fewer buildings. For our larger customers, we are working with them to update their operating plans. For our SMBs, in the areas where we're closing buildings, UPS will still be accessible and convenient for customer drop-offs and pickups due to our network of 5,300 UPS stores and 29,000 drop boxes and access points. 90% of the U.S. population lives within five miles of these locations, and about two-thirds of them are open on Sundays for added convenience.
We received several questions related to the cleanliness of our package cars and our appearance of our drivers. Has something changed?
This is a question we've received every year since I joined the company. I believe our drivers are the brand ambassadors of our company and play an essential role in delivering our purpose. UPS brown package cars are an American icon. From a cleanliness perspective, we continue to maintain the expectation that was set in the early 2000s to wash every vehicle at least once per week. For our drivers, we've designed our driver uniforms using comfortable, moisture-resistant, breathable fabrics with reflective shields and strips for increased visibility. We've also contemporized our appearance guidelines to allow for natural hair, facial hair, and some tattoos. I get letters every week from our customers praising our drivers. Never once have I received a letter from a customer complaining about appearance. We are a customer-first, people-led, innovation-driven company.
We will continue to listen and meet the needs of our people so they can take care of our customers.
Carol, there's a lot of interest in the network changes we are making, specifically around technology and automation. Can you tell us more about what we are doing and why it is so important to our strategy?
Associated with the glide down of our Amazon volume, as I mentioned, we are undertaking the largest network reconfiguration in our history. As discussed, we are planning 164 operational closures, including 73 buildings, by the end of June this year, with more to come. This effort has been combined with our network of the future initiatives. As part of our network reconfiguration efforts, we are increasing the use of automation, robotics, and technology, which will drive productivity and enable us to become less reliant on labor. Of course, we will continue to rely heavily on our network planning tools and other technologies to control how we flow volume through our network, particularly as we are going through our reconfiguration. In terms of AI, we are using it across our company. Examples include next-gen brokerage capabilities, our new global checkout, and our new architecture of tomorrow pricing tools.
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. In the face of a very dynamic environment, you can count on UPS to continue delivering outstanding service to our customers. The world has not been faced with such an uncertain trade environment in more than 100 years. Even with the uncertainty, there are some knowns. We are confident in our position as a trusted leader in global logistics. With the agility of our integrated network, our broad reach, our portfolio of services, and our proven trade expertise, we are well-positioned to enable our customers to navigate a changing trade environment. We believe the best way to protect our future is to create it. That is what we are doing. We are focused on controlling what we can control and executing our strategy to improve the long-term profitability of our U.S. business. These efforts could not be timelier.
Further, we are focused on growing in the best part of the markets. The environment may be uncertain, but with our actions, we will emerge as an even stronger, more nimble UPS. Thank you for attending the 2025 annual meeting and for your investment in your company.
You may now disconnect.