8-KShareholder Matters

UNION PACIFIC CORP 8-K Report, Shareholder Vote Results (May 17, 2021)

Filed May 17, 2021For Securities:UNP

Summary

This 8-K filing from Union Pacific Corporation details the results of its Annual Meeting of Shareholders held on May 13, 2021. A substantial majority of outstanding shares, approximately 87.45%, were represented, indicating strong shareholder engagement. The meeting covered eight proposals, including the election of directors, ratification of the independent auditor, executive compensation, and various shareholder-proposed initiatives. Key outcomes include the overwhelmingly approved election of all director nominees and the ratification of Deloitte & Touche LLP as the independent auditor for 2021. Shareholders also provided advisory approval for executive compensation and adopted new stock and employee purchase plans. Notably, two shareholder proposals regarding EEO-1 report disclosure and annual diversity and inclusion efforts reports were approved, while a proposal for an annual emissions reduction plan and advisory vote on emissions reduction was voted down.

Key Highlights

  • 1High shareholder turnout with approximately 87.45% of outstanding shares present at the Annual Meeting.
  • 2All nine director nominees were overwhelmingly elected to serve until the 2022 Annual Meeting.
  • 3Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2021, with strong support.
  • 4Shareholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers ('Say on Pay').
  • 5The Union Pacific Corporation 2021 Stock Incentive Plan and the Union Pacific Corporation 2021 Employee Stock Purchase Plan were both adopted by shareholders.
  • 6Two shareholder proposals, requesting EEO-1 report disclosure and an annual diversity and inclusion efforts report, were approved by a majority of votes cast.
  • 7A shareholder proposal seeking an annual emissions reduction plan and advisory vote on emissions reduction was not approved.

Frequently Asked Questions

Yes, all nine director nominees presented at the May 13, 2021 Annual Meeting of Shareholders were elected by a significant majority of votes cast.

Shareholders approved the compensation of the Company's Named Executive Officers on an advisory, non-binding basis, with approximately 483.67 million votes in favor and 30.47 million votes against.

Shareholders approved two shareholder proposals: one requesting the disclosure of the Company's Consolidated EEO-1 report, and another requesting an annual report on the Company's diversity and inclusion efforts.

The shareholder proposal requesting an annual emissions reduction plan and an advisory vote on that plan was not approved. It received approximately 158.2 million votes in favor and 341.9 million votes against.