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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 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)
☐
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
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.
 ☐
 
 
 
 
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.
 
Dated: May 16, 2022
 
 
UNION PACIFIC CORPORATION
     
     
 
By:
 /s/ Craig V. Richardson
   
 Craig V. Richardson
   
 Executive Vice President, Chief Legal Officer, 
 and Corporate Secretary
 
 
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