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.

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