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 10, 2024 ( May 9, 2024 )     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 9, 2024, conducted through a live audio webinar only (the Meeting).  Of the 610,096,362 shares outstanding and entitled to vote at the Meeting, 533,695,739 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 87.47%.  The shareholders of the Company’s common stock (the Shareholders) considered and voted upon five 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 2025 (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 William J. DeLaney 457,206,390 14,156,808 828,849 61,503,692 David B. Dillon 459,431,600 11,951,347 809,100 61,503,692 Sheri H. Edison 458,758,981 12,675,988 757,078 61,503,692 Teresa M. Finley 469,020,825 2,420,043 751,179 61,503,692 Deborah C. Hopkins 462,343,313 9,091,742 756,992 61,503,692 Jane H. Lute 462,257,771 9,221,866 712,410 61,503,692 Michael R. McCarthy 445,575,486 25,851,467 765,094 61,503,692 Doyle R. Simons 469,000,988 2,241,962 949,097 61,503,692 John K. Tien, Jr. 468,767,113 2,479,143 945,791 61,503,692 V. James Vena 468,628,593 2,760,475 802,979 61,503,692 John P. Wiehoff 469,084,633 2,148,357 959,057 61,503,692 Christopher J. Williams 458,981,814 12,287,586 922,647 61,503,692   Proposal 2 –  Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2024   The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 by the following count:           Votes For Votes Against Abstentions Broker Non-Votes 502,720,319 30,181,546 793,874 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 448,487,420 20,318,864 3,385,763 61,503,692           Proposal 4 – Shareholder Proposal Requesting Adoption of a Policy Limiting Severance Payments   A shareholder of the Company submitted a proposal requesting the Board of Directors adopt a policy limiting severance payments, if properly presented at the meeting. The Shareholders voted against Proposal 4 by the following count:           Votes For Votes Against Abstentions Broker Non-Votes 29,828,975 440,962,166 1,400,906 61,503,692             Proposal 5 – Shareholder Proposal Requesting an Amendment to the Safety and Service Quality Committee ’ s Charter to Review Staffing Levels and Confer on Safety Issues with Stakeholders   A shareholder of the Company submitted a proposal requesting the Board of Directors adopt an amendment to the Safety and Service Quality Committee’s Charter to review staffing levels and confer on safety issues with stakeholders, if properly presented at the meeting. The Shareholders voted against Proposal 5 by the following count:           Votes For Votes Against Abstentions Broker Non-Votes 34,152,574 431,916,634 6,122,839 61,503,692         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 10, 2024     UNION PACIFIC CORPORATION               By:  /s/ Craig V. Richardson      Craig V. Richardson      Executive Vice President, Chief Legal Officer,  and Corporate Secretary