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): May 15, 2015 (May 14, 2015)

 

 

 

 

 

 

 

 

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)

☐

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))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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 14, 2015, in Salt Lake City, Utah (the Meeting).  Of the 878,780,791 shares outstanding and entitled to vote at the Meeting, 761,841,763 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 87%.  The shareholders of the Company’s common stock considered and voted upon five proposals at the Meeting.

 

Proposal 1 – Election of Directors

 

The holders of the common stock of the Company 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 2016 (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

Andrew H. Card, Jr.

672,024,301

2,843,255

2,417,425

84,556,562

Erroll B. Davis, Jr.

668,721,164

6,141,785

2,422,250

84,556,562

David B. Dillon

671,960,594

2,875,138

2,449,468

84,556,562

Lance M. Fritz

670,905,432

4,040,536

2,338,698

84,556,562

Judith Richards Hope

662,927,474

11,960,526

2,395,832

84,556,562

John J. Koraleski

669,202,746

5,768,857

2,312,228

84,556,562

Charles C. Krulak

669,237,095

5,621,917

2,425,970

84,556,562

Michael R. McCarthy

672,577,033

2,269,622

2,438,544

84,556,562

Michael W. McConnell

666,207,605

8,589,706

2,487,888

84,556,562

Thomas F. McLarty III

672,344,456

2,489,505

2,451,020

84,556,562

Steven R. Rogel

663,625,280

10,144,853

3,515,067

84,556,562

Jose H. Villarreal

671,929,791

2,914,806

2,440,602

84,556,562

 

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2015

 

The holders of the Company’s common stock voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015 by the following count:

 

 

 

 

 

 

 

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

749,456,126

9,851,232

2,521,342

10,443

 

 

 

 

Proposal 3 – Advisory Vote on Executive Compensation (“Say on Pay”)

 

The holders of the Company’s common stock 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

645,917,596

27,105,753

4,261,837

84,556,562

 

Proposal 4 – Shareholder Proposal Regarding Executives to Retain Significant Stock

 

A shareholder of the Company submitted a proposal requesting that the Compensation and Benefits Committee adopt a policy requiring senior executives to retain a significant percentage of stock acquired through equity compensation programs until the retirement age of 60.  The holders of the Company’s common stock voted against Proposal 4 by the following count:

 

 

 

 

 

 

 

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

163,599,387

507,557,433

6,138,805

84,546,119

 

Proposal 5 – Shareholder Proposal Regarding Independent Chairman

 

A shareholder of the Company submitted a proposal requesting that the Board of Directors adopt a policy that the Chairman of the Board of Directors shall be an independent director who is not a current or former employee of the Company, and whose only nontrivial professional, familial or financial connection to the Company or its CEO is the directorship.  The holders of the Company’s common stock voted against Proposal 5 by the following count:

 

 

 

 

 

 

 

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

281,063,583

390,223,415

6,011,391

84,543,372

 

 

 

 

 

 

 

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: May 15, 2015

 

 

 

 

 

UNION PACIFIC CORPORATION

 

 

 

 

 

 

 

By:

/s/ James J. Theisen, Jr.

 

 

James J. Theisen, Jr.

 

 

Associate General Counsel and

Assistant Secretary