UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2021 (September 30, 2021)

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

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):

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.

¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the Board) of Union Pacific Corporation (the Company), acting upon the recommendation of the Corporate Governance and Nominating Committee, elected Sheri H. Edison, age 64, to serve on the Board as a director of the Company, effective December 1, 2021. Ms. Edison most recently served as executive vice president and general counsel for Amcor plc (Amcor), a global leader in packaging for products spanning the food, beverage, pharmaceutical, medical, home and personal care sectors, with approximately 50,000 employees across more than 40 countries from 2019 until her retirement in June 2021.

From 2010 through 2019, Ms. Edison served as senior vice president, chief legal officer and secretary for Bemis Company, Inc. (Bemis), a global packaging company, until it was acquired by Amcor. Prior to joining Bemis, Ms. Edison served as senior vice president, chief administrative officer of the medical device company Hill-Rom Holdings, Inc. Ms. Edison also serves on the board of directors for Cardinal Health, Inc. and privately held American Family Mutual Insurance Company. All Company directors serve concurrently on the Board of Directors of the Company’s principal operating subsidiary, Union Pacific Railroad Company (the Railroad).

The Board affirmatively determined that Ms. Edison has no material relationship with the Company or any of its consolidated subsidiaries, including the Railroad, (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and is independent within the meaning of the applicable listing standards of the New York Stock Exchange and the director independence standards adopted by the Board. Ms. Edison does not have a direct or indirect material interest in any related person transaction as defined under the Securities and Exchange Commission’s rules and the Company’s Related Party Policy.

The Company issued a press release regarding the election of Ms. Edison, which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

99.1Press Release of Union Pacific Corporation, dated September 30, 2021.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Dated: September 30, 2021