Shareholder Vote

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 14, 2021 (May 13, 2021) UNION PACIFIC CORPORATION (Exact name of registrant as specified in its charter) Utah 1-6075 13-2626465 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each Class Trading Symbol Name of each exchange on which registered Common Stock (Par Value $2.50 per share) UNP New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company      ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 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 13, 2021, conducted through a live audio webcast only (the Meeting). Of the 666,704,113 shares outstanding and entitled to vote at the Meeting, 583,095,397 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 87.45%. The shareholders of the Company’s common stock (the Shareholders) considered and voted upon eight proposals at the Meeting. Proposal 1 – Election of Directors The Shareholders 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 2022 (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. 483,269,824 31,834,762 899,927 67,090,884 William J. DeLaney 505,083,104 9,721,052 1,200,357 67,090,884 David B. Dillon 506,034,621 9,044,069 925,823 67,090,884 Lance M. Fritz 464,533,676 49,018,294 2,452,543 67,090,884 Deborah C. Hopkins 508,127,643 6,718,396 1,158,474 67,090,884 Jane H. Lute 504,989,029 9,872,978 1,142,506 67,090,884 Michael R. McCarthy 465,736,000 47,951,584 2,316,929 67,090,884 Thomas F. McLarty III 484,513,277 30,545,239 945,997 67,090,884 Jose H. Villarreal 485,732,779 29,340,853 930,881 67,090,884 Christopher J. Williams 506,210,718 8,521,673 1,272,122 67,090,884 Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2021 The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021 by the following count: Votes For Votes Against Abstentions Broker Non-Votes 556,000,499 26,303,303 791,595 0   ‎ Proposal 3 – Advisory Vote on Executive Compensation (“Say on Pay”) The Shareholders 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 483,670,062 30,474,337 1,860,114 67,090,884 Proposal 4 – Adoption of the Union Pacific Corporation 2021 Stock Incentive Plan The Shareholders approved the adoption of the Union Pacific Corporation 2021 Stock Incentive Plan, by the following count: Votes For Votes Against Abstentions Broker Non-Votes 478,233,474 36,309,272 1,461,767 67,090,884 Proposal 5 – Adoption of the Union Pacific Corporation 2021 Employee Stock Purchase Plan The Shareholders approved the adoption of the Union Pacific Corporation Employee Stock Purchase Plan, by the following count: Votes For Votes Against Abstentions Broker Non-Votes 511,683,365 3,248,145 1,073,003 67,090,884 Proposal 6 – Shareholder Proposal Requesting EEO-1 Report Disclosure A shareholder of the Company submitted a proposal requesting the Company adopt a policy requiring the Company disclose on its website its Consolidated EEO-1 report, no later than 60 days after its submission to the U.S. Equal Employment Opportunity Commission (Proposal 6). The Shareholders voted for Proposal 6 by the following count: Votes For Votes Against Abstentions Broker Non-Votes 441,636,357 69,285,038 5,083,118 67,090,884 Proposal 7 – Shareholder Proposal Requesting Annual Diversity and Inclusion Efforts Report A shareholder of the Company submitted a proposal requesting the Company publish annually a report, at reasonable expense and excluding proprietary information, assessing the Company's diversity and inclusion efforts (Proposal 7). The Shareholders voted for Proposal 7 by the following count: Votes For Votes Against Abstentions Broker Non-Votes 415,988,145 95,168,427 4,847,941 67,090,884 Proposal 8 – Shareholder Proposal Requesting Annual Emissions Reduction Plan & Annual Advisory Vote on Emissions Reduction Plan A shareholder of the Company submitted a proposal requesting the Company disclose at each annual meeting of shareholders, a report disclosing the Company's greenhouse gas emission levels in a manner consistent with the Task Force on Climate-related Financial Disclosure recommendations as well as any strategy that Company may have adopted or will adopt to reduce emissions in the future (the Reduction Plan) and provide shareholders with the opportunity, at each such annual meeting, to express non-binding advisory approval or disapproval of the Reduction Plan (Proposal 8). The Shareholders voted against Proposal 8 by the following count: Votes For Votes Against Abstentions Broker Non-Votes 158,208,327 341,896,787 15,899,399 67,090,884 ‎ SIGNATURE 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 14, 2021 UNION PACIFIC CORPORATION By: /s/ Craig V. Richardson Craig V. Richardson Executive Vice President, Chief Legal Officer, and Corporate Secretary