8-KShareholder Matters

UNION PACIFIC CORP 8-K Report, Shareholder Vote Results (May 11, 2018)

Filed May 11, 2018For Securities:UNP

Summary

Union Pacific Corporation (UNP) filed an 8-K report on May 10, 2018, detailing the outcomes of its 2018 Annual Meeting of Shareholders held on the same date. The meeting saw a strong turnout, with approximately 89.3% of outstanding shares represented, indicating significant shareholder engagement. Key outcomes include the overwhelming election of all nominated directors, the ratification of Deloitte & Touche LLP as the company's independent auditor for 2018, and the advisory approval of executive compensation. Notably, a shareholder proposal advocating for an independent Board Chairman was voted down by a significant margin.

Key Highlights

  • 1All nominated directors were overwhelmingly elected by shareholders to serve one-year terms.
  • 2Deloitte & Touche LLP was ratified as Union Pacific's independent registered public accounting firm for the fiscal year ending December 31, 2018.
  • 3Shareholders provided advisory approval for the compensation of the Company's Named Executive Officers, with a majority voting in favor.
  • 4A shareholder proposal requesting an independent Board Chairman was not approved, with a substantial majority voting against it.
  • 5A quorum of approximately 89.3% of outstanding shares was present at the Annual Meeting, demonstrating high shareholder participation.
  • 6The company reported voting results for four proposals considered at the Annual Meeting.

Frequently Asked Questions

The main outcomes included the election of all director nominees, ratification of the independent auditor (Deloitte & Touche LLP), advisory approval of executive compensation, and the rejection of a shareholder proposal for an independent Board Chairman. A high quorum of nearly 90% of shares was present.

Yes, shareholders approved the compensation of the Named Executive Officers on an advisory, non-binding basis. The majority of votes cast were in favor of the executive compensation plan.

The shareholder proposal requesting that the Chairman of the Board of Directors be an independent director was not approved. The majority of shareholders voted against this proposal.

Deloitte & Touche LLP was ratified by shareholders as Union Pacific's independent registered public accounting firm for the year ending December 31, 2018.