Union Pacific Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$UNP
Railroads
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 9, 2025 (May 8, 2025 )
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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)
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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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
(Par Value $2.50 per share) | ||||||||||||||
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 8, 2025, conducted through a live audio webinar only (the Meeting). Of the 599,318,180 shares outstanding and entitled to vote at the Meeting, 528,745,245 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 88%. 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 2026 (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 | ||||||||||
| David B. Dillon | 450,242,676 | 17,380,611 | 688,351 | 60,433,607 | ||||||||||
| Sheri H. Edison | 460,881,949 | 6,832,955 | 596,734 | 60,433,607 | ||||||||||
| Teresa M. Finley | 465,200,198 | 2,532,278 | 579,162 | 60,433,607 | ||||||||||
| Deborah C. Hopkins | 461,845,351 | 5,843,442 | 622,845 | 60,433,607 | ||||||||||
| Jane H. Lute | 462,703,764 | 4,744,418 | 863,456 | 60,433,607 | ||||||||||
| Michael R. McCarthy | 448,028,387 | 19,627,889 | 655,362 | 60,433,607 | ||||||||||
| Doyle R. Simons | 460,024,306 | 7,610,249 | 677,083 | 60,433,607 | ||||||||||
| John K. Tien, Jr. | 464,763,520 | 2,939,115 | 609,003 | 60,433,607 | ||||||||||
| V. James Vena | 465,150,515 | 2,474,488 | 686,635 | 60,433,607 | ||||||||||
| John P. Wiehoff | 464,925,020 | 2,714,692 | 671,926 | 60,433,607 | ||||||||||
| Christopher J. Williams | 464,647,641 | 2,942,907 | 721,090 | 60,433,607 | ||||||||||
Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2025
The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 by the following count:
| Votes For | Votes Against | Abstentions | ||||||
| 498,703,418 | 29,253,506 | 788,321 | ||||||
Proposal 3 – Advisory Vote to Approve 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 | ||||||||
| 437,800,732 | 27,943,427 | 2,567,479 | 60,433,607 | ||||||||
Proposal 4 – Shareholder Proposal Requesting an Amended Clawback Policy
A shareholder of the Company submitted a proposal requesting the Board of Directors adopt an amended clawback policy, if properly presented at the meeting. The Shareholders voted against Proposal 4 by the following count:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 34,840,649 | 429,453,939 | 4,017,050 | 60,433,607 | ||||||||
SIGNATURE
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 9, 2025
| UNION PACIFIC CORPORATION | ||||||||
| By: | /s/ Christina B. Conlin | |||||||
| Christina B. Conlin | ||||||||
| Senior Vice President, Chief Legal Officer, and | ||||||||
| Corporate Secretary | ||||||||