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):

 

  ¨ 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 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


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


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


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

 

UNION PACIFIC CORPORATION
By:   /s/J. Michael Hemmer
  J. Michael Hemmer
  Senior Vice President – Law and General Counsel