false000010088500001008852021-05-132021-05-14

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 14, 2021 (May 13, 2021)

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 13, 2021, conducted through a live audio webcast only (the Meeting). Of the 666,704,113 shares outstanding and entitled to vote at the Meeting, 583,095,397 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 87.45%. 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 2022 (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.

483,269,824

31,834,762

899,927

67,090,884

William J. DeLaney

505,083,104

9,721,052

1,200,357

67,090,884

David B. Dillon

506,034,621

9,044,069

925,823

67,090,884

Lance M. Fritz

464,533,676

49,018,294

2,452,543

67,090,884

Deborah C. Hopkins

508,127,643

6,718,396

1,158,474

67,090,884

Jane H. Lute

504,989,029

9,872,978

1,142,506

67,090,884

Michael R. McCarthy

465,736,000

47,951,584

2,316,929

67,090,884

Thomas F. McLarty III

484,513,277

30,545,239

945,997

67,090,884

Jose H. Villarreal

485,732,779

29,340,853

930,881

67,090,884

Christopher J. Williams

506,210,718

8,521,673

1,272,122

67,090,884

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2021

The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021 by the following count:

Votes For

Votes Against

Abstentions

Broker Non-Votes

556,000,499

26,303,303

791,595

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

483,670,062

30,474,337

1,860,114

67,090,884

Proposal 4 – Adoption of the Union Pacific Corporation 2021 Stock Incentive Plan

The Shareholders approved the adoption of the Union Pacific Corporation 2021 Stock Incentive Plan, by the following count:

Votes For

Votes Against

Abstentions

Broker Non-Votes

478,233,474

36,309,272

1,461,767

67,090,884

Proposal 5 – Adoption of the Union Pacific Corporation 2021 Employee Stock Purchase Plan

The Shareholders approved the adoption of the Union Pacific Corporation Employee Stock Purchase Plan, by the following count:

Votes For

Votes Against

Abstentions

Broker Non-Votes

511,683,365

3,248,145

1,073,003

67,090,884

Proposal 6 – Shareholder Proposal Requesting EEO-1 Report Disclosure

A shareholder of the Company submitted a proposal requesting the Company adopt a policy requiring the Company disclose on its website its Consolidated EEO-1 report, no later than 60 days after its submission to the U.S. Equal Employment Opportunity Commission (Proposal 6). The Shareholders voted for Proposal 6 by the following count:

Votes For

Votes Against

Abstentions

Broker Non-Votes

441,636,357

69,285,038

5,083,118

67,090,884

Proposal 7 – Shareholder Proposal Requesting Annual Diversity and Inclusion Efforts Report

A shareholder of the Company submitted a proposal requesting the Company publish annually a report, at reasonable expense and excluding proprietary information, assessing the Company's diversity and inclusion efforts (Proposal 7). The Shareholders voted for Proposal 7 by the following count:

Votes For

Votes Against

Abstentions

Broker Non-Votes

415,988,145

95,168,427

4,847,941

67,090,884


Proposal 8 – Shareholder Proposal Requesting Annual Emissions Reduction Plan & Annual Advisory Vote on Emissions Reduction Plan

A shareholder of the Company submitted a proposal requesting the Company disclose at each annual meeting of shareholders, a report disclosing the Company's greenhouse gas emission levels in a manner consistent with the Task Force on Climate-related Financial Disclosure recommendations as well as any strategy that Company may have adopted or will adopt to reduce emissions in the future (the Reduction Plan) and provide shareholders with the opportunity, at each such annual meeting, to express non-binding advisory approval or disapproval of the Reduction Plan (Proposal 8). The Shareholders voted against Proposal 8 by the following count:

Votes For

Votes Against

Abstentions

Broker Non-Votes

158,208,327

341,896,787

15,899,399

67,090,884



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 14, 2021

UNION PACIFIC CORPORATION

By:

/s/ Craig V. Richardson

Craig V. Richardson

Executive Vice President, Chief Legal Officer, and Corporate Secretary