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.