UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2012 (May 10, 2012)

 

 

Union Pacific Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Utah		1-6075		13-2626465
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1400 Douglas Street, Omaha, Nebraska				68179
(Address of principal executive offices)				(Zip Code)

(Registrant’s telephone number, including area code): (402) 544-5000

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

Union Pacific Corporation (the Company) held its Annual Meeting of Shareholders on May 10, 2012, in Salt Lake City, Utah (the Meeting). Of the 478,746,621 shares outstanding and entitled to vote at the Meeting, 418,817,692 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 87.48%. The shareholders of the Company’s common stock considered and voted upon five proposals at the Meeting.

Proposal 1 – Election of Directors

The holders of the common stock of the Company elected each of the following directors to serve a term of one year, ending at the time of the next Annual Meeting of Shareholders in 2013 (or until a successor is elected) pursuant to the By-Laws of the Company and the applicable laws of the State of Utah:

 

Name		Votes For				Votes Against				Abstentions				Broker Non- Votes
Andrew H. Card, Jr.			377,912,117				1,528,040				460,761				38,916,774
Erroll B. Davis, Jr.			372,850,107				6,485,357				565,454				38,916,774
Thomas J. Donohue			369,695,422				9,740,973				464,523				38,916,774
Archie W. Dunham			375,097,691				4,303,345				499,882				38,916,774
Judith Richards Hope			374,882,494				4,543,340				475,084				38,916,774
Charles C. Krulak			377,872,229				1,537,501				491,188				38,916,774
Michael R. McCarthy			377,816,969				1,573,727				510,222				38,916,774
Michael W. McConnell			377,976,271				1,428,324				496,323				38,916,774
Thomas F. McLarty III			373,323,631				6,064,505				512,782				38,916,774
Steven R. Rogel			370,129,296				9,288,803				482,819				38,916,774
Jose H. Villarreal			372,584,739				6,797,289				518,890				38,916,774
James R. Young			368,605,652				10,786,541				508,725				38,916,774

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2012

The holders of the Company’s common stock voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012 by the following count:

 

Votes For		Votes Against		Abstentions
412,663,949		5,604,132		549,611

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Proposal 3 – Advisory Vote on Executive Compensation (“Say on Pay”)

The holders of the Company’s common stock approved, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers, by the following count:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
365,235,548		13,275,173		1,390,197		38,916,774

Proposal 4 – Shareholder Proposal Regarding Lobbying Activities

A shareholder of the Company submitted a proposal requesting that the Board of Directors authorize the preparation of an annual report disclosing the Company’s lobbying activities. The holders of the Company’s common stock voted against Proposal 4 by the following count:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
124,531,868		226,513,005		28,856,045		38,916,774

Proposal 5 – Shareholder Proposal Regarding Executive Stock Ownership

A shareholder of the Company submitted a proposal requesting that the Company adopt a policy requiring senior executives to retain a significant percentage of stock acquired through equity pay programs until one-year following their termination with the Company. The holders of the Company’s common stock voted against Proposal 5 by the following count:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
100,920,866		277,194,412		1,785,640		38,916,774

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 11, 2012