AmazonScience/document-haystack

1Majority Voting and Director Resignation Policy2Our Bylaws provide for majority voting in uncontested director elections. The number of votes cast for a nominee 3must exceed the number of votes cast against that person. Any incumbent director who does not receive a 4majority of the votes cast must offer to resign from the board.5In such an event, the Nominating and Corporate Governance Committee will recommend to the board whether 6to accept or reject the director’s offer to resign after considering all relevant factors. The board will act on the 7recommendation within 90 days following certification of the election results after considering all 8relevant information.9Any director who offers to resign must recuse himself or herself from the board vote, unless the number of 10independent directors who were successful incumbents is fewer than three. The board will promptly disclose its 11decision regarding any director’s offer to resign, including its reasoning. If the board determines to accept a 12director’s offer to resign, the Nominating and Corporate Governance Committee will recommend whether and 13when to fill such vacancy or whether to reduce the size of the board.14Board Meetings and Attendance15The board held seven meetings during 2023. Also during 2023, the Audit Committee met nine times, the 16Compensation and Human Capital Committee met six times, the Nominating and Corporate Governance 17Committee met four times and the Risk Committee met four times (including a joint meeting with the Audit 18Committee). Prior to meetings, the Board Chair and the committee chairs work with management to determine 19and prepare agendas for the meetings. 20Board meetings generally occur over two days. Board committees generally meet on the first day, followed by 21the board meeting. The second day typically consists of reports from each committee chair to the full board, 22additional presentations by internal business leaders or others with expertise in various subject matters, and an 23executive session consisting of only independent board members. 24All directors attended at least 75% of the total number of board and any committee meetings of which he or she 25was a member in 2023. Our directors are expected to attend each annual shareowner meeting, and all directors 26attended the 2023 Annual Meeting. The independent directors met in executive session at all board meetings 27held in 2023.28Code of Business Conduct29We are committed to conducting our business in accordance with the highest ethical principles. Our Code of 30Business Conduct is applicable to anyone who represents UPS, including our directors, executive officers and all 31other employees and agents of UPS. A copy of our Code of Business Conduct is available on our investor 32relations website at www.investors.ups.com.33Conflicts of Interest and Related Person Transactions34Our Audit Committee is responsible for overseeing our Code of Business Conduct, which includes policies 35regarding conflicts of interest. The Code requires employees and directors to avoid conflicts of interest, defined 36as situations where the person’s private interests conflict, or may appear to conflict, with the interests of UPS.37We maintain a written related person transactions policy that applies to any transaction or series of transactions 38in which: (1) the Company or any of its subsidiaries is a participant; (2) any “related person” (executive officer, 39director, greater than 5% beneficial owner of the Company’s common stock, or an immediate family member of 40any of the foregoing) has or will have a material direct or indirect interest; and (3) the aggregate amount 41involved since the beginning of the Company’s last completed fiscal year will exceed or may reasonably be 42expected to exceed $100,000.43The policy provides that related person transactions that may arise during the year are subject to the Audit 44Committee’s reasonable prior approval. If advance approval of a related person transaction is not possible, then 45the transaction will be considered and, if deemed appropriate, ratified no later than the Audit Committee’s next 46regularly scheduled meeting. In determining whether to approve or ratify a transaction, the Audit Committee will 47 4819