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 9, 2025 ( May 8, 2025 ) ______________________________________ 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)) 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 8, 2025, conducted through a live audio webinar only (the Meeting). Of the 599,318,180 shares outstanding and entitled to vote at the Meeting, 528,745,245 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 88%. The shareholders of the Company’s common stock (the Shareholders) considered and voted upon four 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 2026 (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 David B. Dillon 450,242,676 17,380,611 688,351 60,433,607 Sheri H. Edison 460,881,949 6,832,955 596,734 60,433,607 Teresa M. Finley 465,200,198 2,532,278 579,162 60,433,607 Deborah C. Hopkins 461,845,351 5,843,442 622,845 60,433,607 Jane H. Lute 462,703,764 4,744,418 863,456 60,433,607 Michael R. McCarthy 448,028,387 19,627,889 655,362 60,433,607 Doyle R. Simons 460,024,306 7,610,249 677,083 60,433,607 John K. Tien, Jr. 464,763,520 2,939,115 609,003 60,433,607 V. James Vena 465,150,515 2,474,488 686,635 60,433,607 John P. Wiehoff 464,925,020 2,714,692 671,926 60,433,607 Christopher J. Williams 464,647,641 2,942,907 721,090 60,433,607 Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2025 The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 by the following count: Votes For Votes Against Abstentions 498,703,418 29,253,506 788,321 Proposal 3 – Advisory Vote to Approve 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 437,800,732 27,943,427 2,567,479 60,433,607 Proposal 4 – Shareholder Proposal Requesting an Amended Clawback Policy A shareholder of the Company submitted a proposal requesting the Board of Directors adopt an amended clawback policy, if properly presented at the meeting. The Shareholders voted against Proposal 4 by the following count: Votes For Votes Against Abstentions Broker Non-Votes 34,840,649 429,453,939 4,017,050 60,433,607 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 9, 2025 UNION PACIFIC CORPORATION By: /s/ Christina B. Conlin Christina B. Conlin Senior Vice President, Chief Legal Officer, and Corporate Secretary