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 17, 2013 (May 16, 2013)

 

 

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 (Address of principal executive offices)				68179 (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):

 

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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))

 

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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 16, 2013, in Salt Lake City, Utah (the Meeting). Of the 468,375,278 shares outstanding and entitled to vote at the Meeting, 401,887,189 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 85.80%. 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 2014 (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.			360,251,889			1,469,418			992,836				39,173,046
Erroll B. Davis, Jr.			359,816,029			1,889,950			1,008,164				39,173,046
Thomas J. Donohue			355,587,869			6,131,394			994,880				39,173,046
Archie W. Dunham			356,394,228			5,239,786			1,080,129				39,173,046
Judith Richards Hope			357,442,630			4,262,026			1,009,487				39,173,046
John J. Koraleski			357,951,113			3,820,256			942,774				39,173,046
Charles C. Krulak			359,079,797			2,638,653			995,693				39,173,046
Michael R. McCarthy			360,428,676			1,264,365			1,021,102				39,173,046
Michael W. McConnell			360,114,889			1,600,191			999,063				39,173,046
Thomas F. McLarty III			359,869,493			1,836,896			1,007,754				39,173,046
Steven R. Rogel			357,757,097			3,943,320			1,013,726				39,173,046
Jose H. Villarreal			358,614,321			3,083,520			1,016,302				39,173,046
James R. Young			357,086,790			4,660,749			966,604				39,173,046

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2013

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 2013 by the following count:

 

Votes For		Votes Against		Abstentions
395,711,112		5,066,743		1,109,334

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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
349,442,778		10,818,880		2,449,934		39,175,597

Proposal 4 – Adoption of Union Pacific Corporation 2013 Stock Incentive Plan

The Board of Directors requested that shareholders approve the Company’s 2013 Stock Incentive Plan. The holders of the Company’s common stock voted for Proposal 4 by the following count:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
344,953,916		15,934,701		1,822,975		39,175,597

Proposal 5 – 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 5 by the following count:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
89,386,121		230,254,619		43,070,503		39,175,946

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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 17, 2013