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 17, 2019 (May 16, 2019)





 

 



 

 



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))



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 5.07 Submission of Matters to a Vote of Security Holders.



Union Pacific Corporation (the Company) held its Annual Meeting of Shareholders on May 16, 2019, in Omaha, Nebraska (the Meeting).  Of the 708,970,546 shares outstanding and entitled to vote at the Meeting, 631,365,086 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 89.1%.  The shareholders of the Company’s common stock (the Shareholders) considered and voted upon four 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 2020 (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.

535,474,972

9,368,996  851,326 

85,669,792

Erroll B. Davis, Jr.

527,226,553

17,554,994  913,747 

85,669,792

William J. DeLaney

542,343,186

2,506,102  846,006 

85,669,792

David B. Dillon

541,874,703

2,836,436  984,155 

85,669,792

Lance M. Fritz

521,894,444

18,131,634  5,669,216 

85,669,792

Deborah C. Hopkins

541,981,336

2,893,953  820,005 

85,669,792

Jane H. Lute

542,362,935

2,533,025  799,334 

85,669,792

Michael R. McCarthy

522,037,677

16,201,632  7,455,985 

85,669,792

Thomas F. McLarty III

534,815,010

9,968,754  911,530 

85,669,792

Bhavesh V. Patel

539,109,682

5,616,803  968,809 

85,669,792

Jose H. Villarreal

540,898,137

3,877,244  919,913 

85,669,792





Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2019



The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019 by the following count:







 

 

 



 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

603,527,440

26,921,943

915,703

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

515,434,001

28,266,818

1,994,475

85,669,792





Proposal 4 – 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 (Proposal 4).  The Shareholders voted against Proposal 4 by the following count:







 

 

 



 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

159,435,190

383,576,634

2,683,470

85,669,792









 

 


 

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 17, 2019





 

 



UNION PACIFIC CORPORATION



 

 



 

 



By:

/s/ Rhonda S. Ferguson



 

Rhonda S. Ferguson



 

Executive Vice President, Chief Legal Officer and Corporate Secretary