8-KRegulation FD

UNION PACIFIC CORP 8-K Report, Regulation FD Disclosure (Jun 10, 2010)

Filed June 10, 2010For Securities:UNP

Summary

Union Pacific Corporation (UNP) filed an 8-K on June 10, 2010, to disclose its Board of Directors' response to a demand letter from a purported shareholder. The letter alleged substantial potential liability for UNP and three other Class I railroads due to ongoing fuel surcharge antitrust litigation. The shareholder demanded that the Board investigate and initiate legal proceedings against parties allegedly responsible for the conduct underlying the litigation. The Audit Committee, with independent counsel, reviewed the demand letter. The Committee recommended, and the Board concurred, that no further action be taken on the demand letter's requests until the existing fuel surcharge antitrust litigation is resolved. The company maintains its denial of the allegations in the current litigation and believes them to be without merit.

Key Highlights

  • 1Union Pacific Corporation (UNP) is responding to a demand letter from a shareholder concerning fuel surcharge antitrust litigation.
  • 2The shareholder is requesting the Board of Directors investigate and initiate legal proceedings against alleged responsible parties.
  • 3The Audit Committee, with independent counsel, reviewed the demand letter.
  • 4The Board of Directors has decided to defer action on the shareholder's demand until the ongoing fuel surcharge antitrust litigation is resolved.
  • 5Union Pacific continues to deny the allegations in the existing fuel surcharge antitrust litigation and considers them without merit.
  • 6This filing provides transparency on corporate governance actions in response to shareholder demands related to significant litigation.

Frequently Asked Questions

This 8-K filing reports on Union Pacific's response to a demand letter from a shareholder who requested the company initiate legal action against specific parties related to ongoing fuel surcharge antitrust litigation. The Board of Directors has decided to defer action on this demand until the primary antitrust litigation is resolved.

The fuel surcharge antitrust litigation involves claims against Union Pacific and three other Class I railroads in the U.S. District Court for the District of Columbia. The specifics of the allegations are not detailed in this 8-K, but the company has previously disclosed them in its periodic reports and maintains that the lawsuits are without merit.

The Audit Committee recommended, and the Board concurred, that deferring action is prudent because the factual and legal issues raised in the demand letter are closely tied to the existing fuel surcharge antitrust litigation. Initiating separate legal proceedings now would be premature before the resolution of the primary litigation.

No, Union Pacific explicitly states in the filing that it denies the allegations asserted in the fuel surcharge antitrust litigation and believes these lawsuits are without merit.