8-KLeadership ChangesMaterial Agreements

UNION PACIFIC CORP 8-K Report, Material Agreement (Jan 27, 2006)

Filed January 27, 2006For Securities:UNP

Summary

Union Pacific Corporation (UNP) has filed an 8-K report detailing the approval of a new Long Term Plan (LTP) designed to incentivize and reward key executives. This plan utilizes stock units with a three-year performance and service period, where payouts are contingent on achieving specific financial and operational goals, primarily focusing on annual Return on Invested Capital (ROIC). The structure allows for phased earning of stock units over the performance period, with potential for up to 200% of target units in the final year based on average ROIC. The report also announces a new addition to the Board of Directors. General Charles C. Krulak, a retired U.S. Marine Corps officer, has been elected to the Board. This 8-K filing provides investors with insights into Union Pacific's executive compensation strategy and its board composition, both critical areas for understanding corporate governance and future performance alignment.

Key Highlights

  • 1Union Pacific Corporation's Board of Directors approved a new Long Term Plan (LTP) for key executives.
  • 2The LTP awards stock units based on a three-year performance and service period.
  • 3Performance criteria for stock unit payout is primarily Annual Return on Invested Capital (ROIC).
  • 4Executives can earn up to one-third of target stock units in year one, two-thirds by year two, and up to 200% of target in year three based on average ROIC.
  • 5Minimum performance targets must be met for any payout; failure to meet them results in no payout.
  • 6Stock units are also conditioned on meeting a minimum Operating Income target for tax deductibility.
  • 7General Charles C. Krulak has been elected to the Union Pacific Corporation Board of Directors.

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