8-KShareholder Matters

UNION PACIFIC CORP 8-K Report, Shareholder Vote Results (May 6, 2011)

Filed May 6, 2011For Securities:UNP

Summary

This 8-K filing from Union Pacific Corporation reports on the outcomes of its Annual Meeting of Shareholders held on May 5, 2011. The meeting saw strong shareholder participation, with approximately 89% of outstanding shares represented. Key outcomes include the election of all nominated directors, the ratification of Deloitte & Touche LLP as the independent auditor for 2011, and the approval of executive compensation on an advisory basis ('Say on Pay'). Furthermore, shareholders supported amendments to the Articles of Incorporation aimed at reducing voting requirements for certain corporate actions, including those affecting preferred stock, director removal, and capital stock changes. A shareholder proposal advocating for an independent Chairman of the Board, however, was not approved.

Key Highlights

  • 1Union Pacific Corporation's Annual Meeting of Shareholders on May 5, 2011, had a robust turnout with 89% of shares present.
  • 2All nominated directors were elected by the shareholders.
  • 3Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2011.
  • 4Shareholders approved executive compensation on an advisory basis ('Say on Pay') with a majority vote in favor.
  • 5The Board of Directors has determined to hold an advisory vote on executive compensation annually, based on shareholder preference for '1 Year' frequency.
  • 6Shareholders approved amendments to the Articles of Incorporation to lower voting thresholds for actions affecting preferred stock, removal of directors, and changes to authorized capital stock.
  • 7A shareholder proposal for an independent Chairman of the Board was rejected by the majority of votes.

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