AmazonScience/document-haystack

1Our Board of Directors2Proposal 1 — Director Elections3What am I voting on? Election of each of the 12 named director nominees to hold office until the 2025 4Annual Meeting and until their respective successors are elected and qualified.5Board’s Recommendation: Vote FOR the election of each nominee.6Vote Required: A director will be elected if the number of votes cast for that director exceeds the number of 7votes cast against that director.8The board has nominated the individuals named below for election as directors at the Annual Meeting. All 9nominees were elected by shareowners at our last Annual Meeting. If elected, all nominees are expected to 10serve until the next Annual Meeting and until their respective successors are elected and qualified. If any 11nominee is unable to serve as a director, the board may reduce the number of directors that serve on the board 12or choose a substitute nominee. Any nominee who is currently a director, and for whom more votes are cast 13against than are cast for, must offer to resign from the board.14As a group, our director nominees, all of whom are currently directors, effectively oversee and constructively 15challenge management’s performance in the execution of our strategy. Our directors’ broad professional skills 16and experiences contribute to a wide range of perspectives in the boardroom. The Nominating and Corporate 17Governance Committee regularly assesses the skills and experience necessary for our board to function 18effectively and considers where additional expertise may be needed. 19Diversity with respect to gender, age, ethnicity, skills, experience, perspectives, and other factors is a key 20consideration when identifying and recommending director nominees. Diversity in our boardroom supports UPS’s 21continued success. While we do not have a formal policy on board diversity, our Corporate Governance 22Guidelines emphasize diversity, and the Nominating and Corporate Governance Committee actively considers 23and assesses diversity in recruitment and nominations of director candidates through periodic board 24composition evaluations.25Our Corporate Governance Guidelines provide that an individual should not be eligible for nomination or election 26as a director of the Company after he or she reaches the age of 75 (the “retirement age requirement”). After 27taking into account the value our Board Chair Bill Johnson provides to the board through, among other things, 28his tenure, leadership roles, extensive knowledge of our business, industry, strategic priorities and competitive 29developments he uses to set the board’s agendas in collaboration with the CEO, and his relationships with our 30executives, the board (other than Bill) determined it was in the best interests of the Company and its 31shareowners to grant Bill a one-year waiver from the retirement age requirement so that he can continue to lead 32the board.33Biographical information about the director nominees appears below, including information about the experience, 34qualifications, attributes, and skills considered by our Nominating and Corporate Governance Committee and 35board in determining that the nominee should serve as a director, and director demographics. For additional 36information about how we identify and evaluate nominees for director, see page 10.37 3821