0000100885-16-000343.txt : 20160512 0000100885-16-000343.hdr.sgml : 20160512 20160512152316 ACCESSION NUMBER: 0000100885-16-000343 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160512 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160512 DATE AS OF CHANGE: 20160512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION PACIFIC CORP CENTRAL INDEX KEY: 0000100885 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 132626465 STATE OF INCORPORATION: UT FISCAL YEAR END: 1119 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06075 FILM NUMBER: 161643418 BUSINESS ADDRESS: STREET 1: 1400 DOUGLAS STREET STREET 2: STOP 0310 CITY: OMAHA STATE: NE ZIP: 68179 BUSINESS PHONE: 402 544 5214 MAIL ADDRESS: STREET 1: 1400 DOUGLAS STREET STREET 2: STOP 0310 CITY: OMAHA STATE: NE ZIP: 68179 8-K 1 unp-20160512x8k.htm 8-K 8-K May 12th

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 12, 2016 (May 12, 2016)





 

 



 

 



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 12, 2016, in Salt Lake City, Utah (the Meeting).  Of the 843,000,988 shares outstanding and entitled to vote at the Meeting, 744,609,459 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 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 2017 (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.

648,158,625

5,344,612

1,389,411

89,715,040

Erroll B. Davis, Jr.

645,500,697

7,889,609

1,504,072

89,715,040

David B. Dillon

649,318,464

4,026,544

1,549,411

89,715,040

Lance M. Fritz

626,320,003

23,867,045

4,705,600

89,715,040

Charles C. Krulak

649,449,051

3,966,489

1,478,334

89,715,040

Jane H. Lute

650,813,464

2,523,775

1,557,179

89,715,040

Michael R. McCarthy

649,691,905

3,717,484

1,483,260

89,715,040

Michael W. McConnell

646,946,164

6,441,828

1,506,426

89,715,040

Thomas F. McLarty III

648,355,491

5,042,379

1,496,548

89,715,040

Steven R. Rogel

637,943,027

15,423,445

1,526,175

89,715,040

Jose H. Villarreal

648,963,548

4,369,977

1,560,892

89,715,040



Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2016



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 2016 by the following count:







 

 

 



 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

733,378,360

9,507,203

1,723,733

0





 

 

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

618,820,586

31,271,518

4,802,314

89,715,040



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

31,974,189

619,358,784

3,559,390

89,715,040



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.  The holders of the Company’s common stock voted against Proposal 5 by the following count:







 

 

 



 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

226,681,270

424,780,759

3,432,378

89,715,040









 

 

 

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 12, 2016





 

 



UNION PACIFIC CORPORATION



 

 



 

 



By:

/s/ James J. Theisen, Jr.



 

James J. Theisen, Jr.



 

Associate General Counsel and

Assistant Secretary