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 19, 2023 ( May 18, 2023 )     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 18, 2023, conducted through a live audio webinar only (the Meeting).  Of the 610,253,359 shares outstanding and entitled to vote at the Meeting,  528,187,767 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 87%.  The shareholders of the Company’s common stock (the Shareholders) considered and voted upon seven 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 2024 (or until a successor is elected) pursuant to the Bylaws of the Company and the applicable laws of the State of Utah:                       Name Votes For Votes Against Abstentions Broker Non-Votes William J. DeLaney 440,351,416 19,460,702 789,753 67,585,896 David B. Dillon 444,859,948 14,927,979 813,944 67,585,896 Sheri H. Edison 448,582,991 11,251,125 767,755 67,585,896 Teresa M. Finley 448,963,660 10,772,391 865,820 67,585,896 Lance M. Fritz 427,389,953 31,777,275 1,434,643 67,585,896 Deborah C. Hopkins 438,947,701 20,843,731 810,439 67,585,896 Jane H. Lute 450,586,888 9,199,813 815,170 67,585,896 Michael R. McCarthy 425,176,220 34,554,597 871,054 67,585,896 Jose H. Villarreal 441,686,047 18,047,656 868,168 67,585,896 Christopher J. Williams 440,520,701 19,200,073 881,097 67,585,896   Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2023   The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 by the following count:                   Votes For Votes Against Abstentions Broker Non-Votes 500,975,818 26,328,473 883,476 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 415,933,608 40,609,886 4,058,377 67,585,896                 Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation ( “ Say on Frequency ” )   The Shareholders approved , on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, by the following count:   1 Year 2 Years 3 Years Abstentions Broker Non-Votes 448,496,803 808,794 10,188,923 1,107,351 67,585,896   Based on the results of the vote, and consistent with the Company’s recommendation, the Board has determined to hold an advisory vote on executive compensation on an annual basis.   Proposal 5 – Shareholder Proposal Regarding Independent Chairman   A shareholder of the Company submitted a proposal requesting that the Board of Directors adopt a policy that the Chairman of the Board of Directors shall be an independent director, if presented properly at the meeting.  The holders of the Company’s common stock voted against Proposal 5 by the following count:                   Votes For Votes Against Abstentions Broker Non-Votes 93,764,503 364,718,142 2,119,226 67,585,896   Proposal 6 – Shareholder Proposal Requesting an Amendment to Bylaws to Require Shareholder Approval for Certain Future Amendments   A shareholder of the Company submitted a proposal requesting an amendment to the Company’s Bylaws to require shareholder approval for certain future amendments, if presented properly at the meeting. Proposal 6 was rejected by the following count:                   Votes For Votes Against Abstentions Broker Non-Votes 80,186,845 374,085,666 6,329,360 67,585,896   Proposal 7 – Shareholder Proposal Requesting a Paid Sick Leave Policy   A shareholder of the Company submitted a proposal requesting a paid sick leave policy for all employees, if presented property at the meeting. Proposal 7 was rejected by the following count.                   Votes For Votes Against Abstentions Broker Non-Votes 53,102,043 400,261,287 7,238,541 67,585,896         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 19, 2023     UNION PACIFIC CORPORATION               By:  /s/ Craig V. Richardson      Craig V. Richardson      Executive Vice President, Chief Legal Officer,  and Corporate Secretary