Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2022 (May 12, 2022)
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Utah
1-6075
13-2626465
(State or other jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
1400 Douglas Street, Omaha, Nebraska
68179
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (402) 544-5000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol
Name of each exchange on which registered
Common Stock (Par Value $2.50 per share)
UNP
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Union Pacific Corporation (the Company) held its Annual Meeting of Shareholders on May 12, 2022, conducted through a live audio webinar only (the Meeting). Of the 628,387,011 shares outstanding and entitled to vote at the Meeting, 545,060,665 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 86.73%. The shareholders of the Company’s common stock (the Shareholders) considered and voted upon eight proposals at the Meeting.
Proposal 1 – Election of Directors
The Shareholders elected each of the following directors to serve a term of one year, ending at the time of the next Annual Meeting of Shareholders in 2023 (or until a successor is elected) pursuant to the By-Laws of the Company and the applicable laws of the State of Utah:
Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
William J. DeLaney
476,742,334
5,213,591
811,260
62,293,480
David B. Dillon
476,966,477
4,894,500
906,208
62,293,480
Sheri H. Edison
479,824,470
2,156,090
786,625
62,293,480
Teresa M. Finley
479,986,519
1,916,943
863,723
62,293,480
Lance M. Fritz
440,618,937
40,136,120
2,012,128
62,293,480
Deborah C. Hopkins
474,895,925
7,048,040
823,220
62,293,480
Jane H. Lute
476,248,810
5,682,084
836,291
62,293,480
Michael R. McCarthy
453,933,096
27,986,612
847,927
62,293,480
Jose H. Villarreal
458,451,702
23,555,341
760,142
62,293,480
Christopher J. Williams
476,905,246
4,932,061
929,878
62,293,480
Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2022
The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022 by the following count:
Votes For
Votes Against
Abstentions
Broker Non-Votes
516,253,513
27,943,297
863,855
0
Proposal 3 – Advisory Vote on Executive Compensation (“Say on Pay”)
The Shareholders approved, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers, by the following count:
Votes For
Votes Against
Abstentions
Broker Non-Votes
450,415,353
30,250,059
2,101,773
62,293,480
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.