Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 31, 2026, United Parcel Service, Inc. (the “Company”) announced that Kate Gutmann, Executive Vice President and President, International, Healthcare and Supply Chain Solutions, will retire from her current positions, effective September 1, 2026. Ms.…
Filed Aug 31, 2026Accepted Aug 31, 2026, 4:37 PM EDTCIK 1090727Accession 0001628280-26-059609
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 31, 2026, United Parcel Service, Inc. (the “Company”) announced that Kate Gutmann, Executive Vice President and President, International, Healthcare and Supply Chain Solutions, will retire from her current positions, effective September 1, 2026. Ms. Gutmann has agreed to remain with the Company in a transitional role through March 31, 2027, at which time she is expected to retire from all positions with the Company.
In connection with her retirement, the Company has appointed Wilfredo Ramos to serve as Executive Vice President and Chief International, Healthcare and Supply Chain Solutions Officer. Mr. Ramos has over twenty years’ experience with the Company, most recently serving as President Asia Pacific Region, Global Brokerage, Customer Solutions and Global Revenue Operations.
In connection with certain related changes in executive leadership operational responsibilities, the Company is entering into retention agreements with each of Nando Cesarone, who has been serving as Executive Vice President and President U.S., and who will now serve as Executive Vice President and Chief Global Operations Officer, and Bala Subramanian, Executive Vice President and Chief Digital and Technology Officer. Under their respective agreements, Mr. Cesarone will receive a restricted stock unit (“RSU”) award valued at $6.0 million, and Mr. Subramanian will receive a RSU award valued at $3.0 million. In each case, the number of RSUs granted will be calculated by dividing the award amount by the closing price of UPS Class B common stock on the September 1, 2026 grant date. The awards will vest as follows: 25 percent on September 1, 2027, 25 percent on September 1, 2028, and 50 percent on September 1, 2029, subject to continued employment through each applicable vesting date. Except as described below, unvested RSUs will be forfeited as of the date employment with the Company terminates. If employment terminates due to disability, unvested RSUs will continue to vest. If employment terminates due to death, unvested RSUs will immediately become fully vested.
The foregoing descriptions of the retention agreements are qualified in their entirety by reference to the full text of the applicable agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure
On August 31, 2026, the Company issued a press release describing the changes in executive leadership operational responsibilities discussed above and related matters. A copy of the press release is attached hereto as Exhibit 99.1.