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 6, 2011 (May 5, 2011)

 

 

Union Pacific Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

Utah		1-6075		13-2626465
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer 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):

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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 5, 2011, in Salt Lake City, Utah (the Meeting). Of the 490,657,128 shares outstanding and entitled to vote at the Meeting, 437,125,491 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 89%. The shareholders of the Company’s common stock considered and voted upon six 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 2012 (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 or Broker Non-Votes
Andrew H. Card, Jr.		387,463,647		1,566,864		551,252
Erroll B. Davis, Jr.		381,549,879		1,607,191		6,425,039
Thomas J. Donohue		355,980,776		2,973,053		30,628,554
Archie W. Dunham		384,970,706		1,677,066		2,933,991
Judith Richards Hope		384,756,808		1,908,162		2,917,408
Charles C. Krulak		387,654,712		1,360,200		567,103
Michael R. McCarthy		387,719,869		1,283,966		577,398
Michael W. McConnell		387,710,780		1,314,603		556,470
Thomas F. McLarty III		381,714,629		1,435,657		6,432,096
Steven R. Rogel		378,139,622		2,669,227		8,772,184
Jose H. Villarreal		340,908,647		20,518,946		28,154,789
James R. Young		379,037,342		2,155,973		8,389,068

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2011

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 2011 by the following count:

 

Votes For		Votes Against		Abstentions or Broker Non-Votes
431,011,522		5,657,535		455,526

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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 or Broker Non-Votes
376,728,349		12,061,779		791,410

Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation (“Say on Frequency”)

The holders of the Company’s common stock voted on an advisory (non-binding) proposal regarding the frequency of future advisory votes on executive compensation by the following count:

 

1 Year		2 Years		3 Years		Abstentions or Broker Non-Votes
288,734,144		5,312,052		94,522,389		1,013,592

Based on the results of the vote, and consistent with the Company’s recommendation, the Board has determined to hold an advisory vote on executive compensation on an annual basis.

Proposal 5 – Amendment of the Revised Articles of Incorporation to Reduce Shareholder Voting Requirements Related to:

5(a): Actions Adversely Affecting Preferred Stock

5(b): Removal of Directors

5(c): Changing the Authorized Amount of Capital Stock

The Company submitted this proposal requesting that holders of the common stock of Company approve and adopt three amendments to the Revised Articles of Incorporation to reduce shareholder voting requirements related to certain actions. The holders of the Company’s common stock approved Proposal 5(a), 5(b) and 5(c) by the following counts:

5(a): Actions Adversely Affecting Preferred Stock

 

Votes For		Votes Against		Abstentions or Broker Non-Votes
431,062,595		3,934,915		2,126,898

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5(b): Removal of Directors

 

Votes For		Votes Against		Abstentions or Broker Non-Votes
431,581,517		3,725,923		1,815,506

5(c): Changing the Authorized Amount of Capital Stock

 

Votes For		Votes Against		Abstentions or Broker Non-Votes
430,832,827		4,427,814		1,863,701

All amendments were approved by the shareholders in accordance with the applicable voting standards and will become effective upon filing of Articles of Amendment to the Company’s Articles of Incorporation with the Utah Secretary of State.

Proposal 6 – Shareholder Proposal Regarding Independent Chairman

A shareholder of the Company submitted a proposal requesting that the Company adopt a policy that the Chairman of the Board of Directors not be a previous executive officer of the Company and qualify as an independent director by the standards of the New York Stock Exchange. The holders of the Company’s common stock voted against Proposal 6 by the following count:

 

Votes For		Votes Against		Abstentions or Broker Non-Votes
84,995,640		303,474,558		1,108,145

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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 6, 2011